Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law).

Allocation of Purchase Price. Sellers Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and Buyer agree among such other consideration paid to allocate the total consideration (as determined for federal income Tax purposes) paid Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Purchased Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (including any Assumed Liabilities treated as consideration for federal the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes 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 Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached heretoregulations thereunder ("Applicable Law"). Buyer (with Sellers’ cooperation as reasonably requested) If Seller so determines, Seller shall deliver within 20 Business Days thereafter propose any changes necessary to Sellers within 60 days after cause the Closing Date an allocation schedule (the “Allocation Schedule”) determined to be prepared in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writingApplicable Law. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days Within 10 Business Days following delivery of Sellers’ objections; providedsuch proposed changes, that if Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the parties reasons therefor. If Buyer and Seller are unable to resolve any dispute with respect 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 Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination 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"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by the Neutral AccountantBuyer and Seller. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree Seller agrees to complete and timely file Internal Revenue Service Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return8594, and shall file all Federal, state, local and foreign Tax Returns (including amended returns Returns, in accordance with such Final Allocation and claims to report the transactions contemplated by this Agreement for refund) Federal Income Tax and information reports all other tax purposes in a manner consistent with such finally determined Allocation Schedulethe Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code compute Taxes arising in connection with (or any similar provision otherwise affected by) the transactions contemplated hereunder. Each of state 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, audit or local applicable law)other proceeding regarding the Final Allocation.

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) The Purchase Price shall be allocated among the Purchased Assets for all Tax purposes Assets, the grant of the license under the Seller Multi-Application Technology pursuant to Section 2.5 and, as applicable, the grant of the sublicense pursuant to the Sublicense Agreement in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder thereunder, and the methodology Acquiror and principles set forth on Exhibit A attached hereto. Buyer the Seller agree to (with Sellers’ cooperation as reasonably requesteda) shall deliver to Sellers within 60 days after be bound by the Closing Date an allocation schedule allocation, (the “Allocation Schedule”b) determined act in accordance with this Section 2.04 the allocation in the preparation of financial statements and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery filing of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims including, without limitation, filing Internal Revenue Service Form 8594 with their United States federal income Tax Return for refundthe taxable year that includes the date of the Closing) and information reports in a manner consistent the course of any Tax audit, Tax review or Tax litigation relating thereto, and (c) take no position and cause their Affiliates to take no position inconsistent with such finally determined Allocation Schedulethe allocation for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code Code. The Acquiror shall initially determine and send written Notice to the Seller of the allocation of the Purchase Price within thirty (or any similar provision 30) days after the Closing Date. The Seller will be deemed to have accepted such allocation unless it provides written Notice of state or local applicable law)disagreement to the Acquiror within ten (10) days after the receipt of the Seller’s Notice of allocation. If the Seller provides such Notice of disagreement to the Acquiror, the parties shall proceed in good faith to determine the allocation in dispute. If, within ten (10) days after the Acquiror receive the Seller’s Notice of disagreement, the parties have not reached agreement, the Accountants shall be engaged to determine the final allocation in dispute. The Seller and the Acquiror shall share equally the fees of such Accountants. Not later than thirty (30) days prior to the filing of their respective Internal Revenue Service Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Internal Revenue Service Form 8594.

Allocation of Purchase Price. Sellers Buyer and Buyer Seller agree to allocate that the total consideration (as determined for federal income Tax purposes) paid for fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (including the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any Assumed Liabilities other applicable amounts treated as consideration for U.S. federal and applicable state and local income Tax tax purposes) among the Purchased Assets for all Tax purposes in accordance with the Appraisal and Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the methodology date hereof, Seller shall cooperate with the Buyer, as and principles set forth to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on Exhibit A attached hereto. Buyer the date that is thirty (with Sellers’ cooperation as reasonably requested30) shall deliver to Sellers within 60 days after the Closing Date an date of receipt by Seller of the Appraisal and such allocation schedule (statement that it disputes any of Buyer’s allocations, the “Allocation Schedule”) determined allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with this Section 2.04 and Exhibit A attached heretosuch allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, and Sellers the parties shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt negotiate in good faith to resolve any finalize such objection within disputed allocation(s) no later than thirty (30) days after the 30 days following delivery date of Sellers’ objections; provided, that if the parties receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to resolve any dispute with respect to the Allocation Schedule agree on such allocation(s) within such 30 thirty (30) day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform then the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx parties shall hire and Sellers in good faith) (consult with the “Neutral Accountant”) Independent Accountant to resolve the remaining disputed itemsdisagreement and make a determination with respect thereto as promptly as practicable. Buyer and Sellers shall present their respective positions The determination by the Independent Accountant on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters matter shall be within the range of the amounts claimed by the parties in their written submissions binding. If an Independent Accountant is engaged pursuant to the Neutral Accountant. All of this Section 2.9, the fees and expenses of the Neutral Independent Accountant in connection with any dispute under this Section 2.04 shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the party whose positions resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (based on aggregate dollar amount3) are furthest from Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final determination allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such disputed items by Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Neutral Accountant. Each party shall bear Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any fees and expenses of its own accountants, attorneys and other representatives with respect adjustment to the matters described above. Buyer and Sellers each agree Purchase Price pursuant to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Returnthis Agreement, and the parties shall file report consistently with such Final Allocation, as adjusted, on all Tax Returns (including amended returns and claims for refundor timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and information reports not take any position contrary thereto in a manner consistent with such finally determined Allocation ScheduleTax Returns or otherwise, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state applicable state, local or local applicable lawforeign Law).

Allocation of Purchase Price. Sellers and Buyer The parties to this Agreement agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes Purchase Price in accordance with the rules under Section 1060 of the Internal Revenue Code of 1986Code, as amended (the “Code”), and the Treasury Regulations promulgated thereunder thereunder. Such allocation shall be based on the fair market value of the Acquired Assets. The Assuming Bank agrees to provide Seller with a schedule allocating the Purchase Price among the Acquired Assets and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers a properly completed Internal Revenue Service Form 8594 within 60 days after the Closing Date an allocation schedule (but in no event later than 90 days before the “Allocation Schedule”) determined due date, including extensions, for the consolidated federal income tax return that includes Seller for the taxable year including the Closing Date. If Seller objects to any items reflected on such schedule, Seller shall notify the Assuming Bank of such objection and its reasons for objecting, in accordance with this Section 2.04 which case the Assuming Bank and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer Seller shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed itemsdisagreement. Buyer If the Assuming Bank and Sellers Seller cannot resolve the disagreement, the allocation shall present their respective positions on the disputed items be determined by a nationally recognized independent appraiser selected by Seller and reasonably acceptable to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation ScheduleAssuming Bank. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 such appraiser shall be borne equally by the party whose positions (based on aggregate dollar amount) are furthest from Assuming Bank and Seller. Seller and the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each Assuming Bank agree to complete act in accordance with the computations and file Form 8594 allocations contained in the schedule as finally agreed or determined by such independent appraiser (including any supplemental filingmodifications thereto reflecting any post-closing adjustments) with its applicable U.S. federal income Tax Return, and shall file all in any relevant Tax Returns or similar filings (including amended returns and claims for refund) and information any forms or reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required to be filed pursuant to applicable law or a “determination” within the meaning of Section 1313(a) 1060 of the Code or the Treasury Regulations promulgated thereunder (or any similar provision of state or local "1060 Forms")) and to file such 1060 Forms in the manner required by applicable law). Seller and the Assuming Bank will promptly notify each other in accordance with Section 14.6 of any challenge by any tax authority to such computations or allocations.

Allocation of Purchase Price. Sellers (a) Buyer shall prepare (and Buyer agree send to allocate Seller) a proposed allocation of the total consideration (as determined for federal income Tax purposes) paid for Purchase Price and the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposesto the Sale Assets in accordance with the guidelines set forth in Schedule 1.7 no later than forty-five (45) among days after the Purchased Determination Date. The parties acknowledge that such allocation shall be determined based on the fair market values of the Sale Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code Code, or under Section 338 of 1986the Code, as amended (in each case to the “Code”)extent such Section applies to the Transaction. If Seller disagrees with Buyer's proposed allocation, the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt parties will negotiate in good faith in an attempt to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if disagreement. If the parties are unable to resolve solve such disagreement, the parties agree to submit such dispute to Deloitte & Touche LLP pursuant to procedures similar to those set forth in Section 1.9(f). If Deloitte & Touche LLP determines that Buyer's proposed allocation with respect to any dispute disputed items reflects a reasonable estimate of the relative fair market values of the Sale Assets, Seller agrees to abide by such determination. If Deloitte & Touche LLP determines that Buyer's proposed allocation with respect to any disputed items does not reflect a reasonable estimate of the relative fair market values of the Sale Assets, Deloitte & Touche LLP shall determine the relative fair market values with respect to any disputed items, together with any appropriate corresponding allocation, provided that such determination must reflect the minimum allocations set forth on Schedule 1.7, and Buyer and Seller agree to abide by Deloitte & Touche LLP's determination of fair market value. The parties shall report (including with respect to the Allocation Schedule within such 30 day periodfiling of Form 8594 with the Internal Revenue Service, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, extent such Form is applicable hereto) the sale and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination purchase of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal Sale Assets for all income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports tax purposes in a manner consistent with such finally determined Allocation Scheduleagreed allocations and shall not, unless otherwise required pursuant to in connection with the filing of applicable law or a “determination” within the meaning of Section 1313(a) Tax Returns, make any allocation of the Code (Purchase Price and Assumed Liabilities which is contrary to such agreed allocations. The parties agree to consult with one another with respect to any tax audit, controversy, or any similar provision of state or local applicable law)litigation relating to such allocations.

Allocation of Purchase Price. Sellers and Buyer agree to allocate (a) The Purchase Price (including for these purposes the total consideration (amount of any assumed liabilities included as determined a part of the purchase price for U.S. federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) shall be allocated among the Purchased Assets for all Tax purposes Company Entity assets in accordance with the manner required by Section 1060 of the Internal Revenue Code and the Treasury regulations promulgated thereunder (and any similar provision of 1986state, as amended local or non-U.S. Law) (the “CodeAllocation”), . A draft Allocation shall be prepared by Purchaser for the Treasury Regulations promulgated thereunder review and the methodology and principles set forth on Exhibit A attached hereto. Buyer approval of Seller within sixty (with Sellers’ cooperation as reasonably requested60) shall deliver to Sellers within 60 days after the Closing Date an date of Closing. If within thirty (30) days after delivery of the Allocation, Seller notifies Purchaser in writing that Seller objects to the allocation schedule (set forth in the “Allocation Schedule”) determined in accordance with this Section 2.04 Allocation, Purchaser and Exhibit A attached hereto, and Sellers Seller shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith use commercially reasonable efforts to resolve any such objection dispute within thirty (30) days thereafter. In the 30 days following delivery of Sellers’ objections; provided, event that if the parties Purchaser and Seller are unable to resolve any such dispute with respect to the Allocation Schedule within such 30 thirty (30) day period, either party may immediately engage Xxxxx Xxxxxxxx LLP Purchaser and Seller shall, within thirty (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services30) days after such thirty (30) day period, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on submit the disputed items to the Neutral Accountant Auditor for resolution under the procedures set forth in writingthis Section. Purchaser and Seller shall make available to the Neutral Auditor, in connection with the foregoing, all relevant work papers relating to the Allocation calculation. Each Party agrees to promptly execute a reasonable engagement letter, if requested to do so by the Neutral Auditor. Purchaser and Seller, and the parties their respective Representatives, shall require cooperate fully with the Neutral Accountant, within 30 days thereafterAuditor. The Neutral Auditor, acting as an expert and not an arbitrator, shall resolve such disputed items and determine the values to resolve be ascribed thereto, and using those values (together with other items not in dispute) determine the final Allocation as of the Closing Date. The Parties hereby agree that the Neutral Auditor shall only decide the matters objected to by Sellers specific disputed items, the values ascribed thereto and not resolved by using those values (together with the parties other items included in the draft Allocation) determine the final Allocation, and the Neutral Auditor’s decision with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall disputed items and values must be within the range of values assigned to each such item in the amounts claimed draft Allocation and the notice of objection, respectively. All fees and expenses relating to the work, if any, to be performed by the parties Neutral Auditor will be borne equally by Purchaser and Seller. The Neutral Auditor shall be directed to resolve the disputed items and amounts and deliver to Purchaser and Seller a written determination of the final Allocation (such determination to be made consistent with this Section, including a worksheet setting forth all material calculations used in their written submissions arriving at such determination and to be based solely on information provided to the Neutral Accountant. All of the fees Auditor by Purchaser and expenses of Seller) within thirty (30) days after being retained (or such longer period as the Neutral Accountant Auditor may reasonably require), which determination will be final, binding and conclusive on the Parties and their respective Affiliates and representatives, successors and assigns. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest exclusive mechanism for resolving disputes, if any, regarding the Allocation and neither Seller nor Purchaser shall be entitled to indemnification pursuant to Article 11 for Losses resulting or arising from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Allocation.

Allocation of Purchase Price. Sellers The Seller and Buyer will cooperate in good faith and use commercially reasonable efforts to agree, on or before the 90th day following the Closing, upon an allocation of the Purchase Price (including the amount of any Assumed Liabilities recognized as part of the consideration for Tax purposes), among each class of the Purchased Assets, in compliance with the principles of Code Section 1060 and applicable Treasury Regulations thereunder. Buyer shall initially propose an allocation and present such proposed allocation to Seller for review. If the Seller and Buyer agree to allocate such allocation, the Seller and Buyer agree to timely and properly prepare, execute and file with the Internal Revenue Service any applicable forms regarding the allocation of the Purchase Price in accordance with such agreed allocation, provided, however, that (i) the Buyer’s cost for the Purchased Assets may differ from the total consideration amount allocated hereunder to reflect the inclusion in the total cost of items (as determined for example, capitalized acquisition costs) not included in the amount so allocated and (ii) the amount realized by the Seller may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax purposes. Except as required pursuant to applicable Law, none of the Seller or Buyer, directly or indirectly, through a Subsidiary or Affiliate or otherwise, will take a position on any Tax Return or in any audit or examination by, or any judicial proceeding before, any Taxing Authority that is in any way inconsistent with such agreed allocation. If the Seller and Buyer are unable to agree on an allocation of the Purchase Price within ninety (90) paid for days following the Purchased Assets (including any Assumed Liabilities treated as consideration for federal Closing, the Seller and applicable state Buyer may file their respective Tax Returns allocating the Purchase Price in the manner each such Party believes appropriate, provided such allocation is reasonable and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 applicable Law. The Parties will promptly inform one another of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver any challenge by any Taxing authority to Sellers within 60 days after the Closing Date an any allocation schedule (the “Allocation Schedule”) determined in accordance with made pursuant to this Section 2.04 2.08 and Exhibit A attached hereto, agree to consult and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute keep one another reasonably informed with respect to the Allocation Schedule within such 30 day periodstatus of, either party may immediately engage Xxxxx Xxxxxxxx LLP (and any discussion, proposal or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested servicessubmission with respect to, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)challenge.

Allocation of Purchase Price. Sellers Subject to any alternative arrangements the Parties may by mutual agreement adopt prior to the Closing, during the Pre-Closing Period and Buyer agree after the Closing, as necessary, the Parties will work cooperatively to allocate select and to jointly engage the total consideration Qualified Appraiser and will work together cooperatively to direct the Qualified Appraiser in obtaining valuations of the Brand, the Business and the other Purchased Assets, together with the assets purchased in any related transactions for purposes of Section 1060 of the Code, if any. Upon completion of such valuation, the Qualified Appraiser shall deliver to each of the Parties (as determined for federal income Tax purposesa) paid for a copy of their appraisal report (the Purchased Assets “Appraisal Report”), and (b) a schedule allocating the Purchase Price (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes purposes) based on the valuations of the Brand, the Business, the other Purchased Assets and any assets purchased in any related transactions (as set forth in the Appraisal Report) and prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”). The Parties shall use commercially reasonable efforts to cause the Qualified Appraiser to deliver the Appraisal Report and the Allocation Schedule to the Parties within ninety (90) determined days after the Closing Date. The Allocation Schedule shall be deemed final unless either Party notifies the other Party in accordance with this Section 2.04 and Exhibit A attached heretowriting that such Party objects to one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to the Parties (the “Objection Period”). In the event of any such objection, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers Seller and Buyer shall attempt negotiate in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objectionsdispute; provided, however, that if the parties Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP thirty (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform 30) days of the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) end of the Objection Period (the “Neutral AccountantAllocation Negotiation Period”) to resolve the remaining disputed items. Buyer and Sellers ), such dispute shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not be finally resolved by the parties with respect to the determination of the Allocation ScheduleIndependent Accountant. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Qualified Appraiser and the Independent Accountant in connection with any dispute under this Section 2.04 shall be borne equally by Seller and Buyer. Seller shall deliver to Buyer an IRS Form 8594 prepared in accordance with the party whose positions Allocation Schedule within thirty (based on aggregate dollar amount30) are furthest from days of the final determination end of the Objection Period or the Allocation Negotiation Period, as the case may be, which IRS Form 8594 shall be subject to Buyer’s approval, not to be unreasonably withheld (and provided that Buyer shall have been deemed to have approved such disputed items IRS Form 8594 as prepared by the Neutral AccountantSeller if Buyer fails to deliver a written objection thereto to Seller within thirty (30) days of receipt thereof). Each party shall bear any fees Seller and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete file such IRS Form 8594, as prepared by Seller and file Form 8594 approved (including any supplemental filingor deemed to have been approved) with its applicable U.S. federal income Tax Returnby Buyer, and shall to file all federal, state, local and/or foreign, as applicable, Tax Returns (including amended returns in accordance with the Allocation Schedule, provided that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Tax authority based upon or arising out of the Allocation Schedule, and claims for refund) and information reports neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax authority challenging such Allocation Schedule. If any payment is treated as an adjustment of the Purchase Price, the Allocation Schedule shall be adjusted in a manner consistent with the foregoing provisions of this Section 3.4. If Seller or Buyer is required to file a Tax Return concerning the Allocation Schedule before the Independent Accountant has resolved any disputed items (taking into account valid extensions of time within which to file, which shall be sought to the extent necessary to permit the resolution of disputed items), such finally determined disputed items shall be reflected on such Tax Return based on the Allocation ScheduleSchedule prepared by the Qualified Appraiser, unless otherwise required pursuant and shall be amended if necessary to applicable law or a “determination” within reflect the meaning of Section 1313(a) determination of the Code (or any similar provision of state or local applicable law)Independent Accountant with respect to the disputed items.

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration As soon as practicable, but not later than one hundred twenty (as determined for federal income Tax purposes120) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an Date, Buyer and Seller shall agree upon the allocation schedule of the Purchase Price (and all other capitalizable costs) and Assumed Liabilities among the Purchased Assets, and shall set forth such allocation on a statement (the “"Allocation Schedule”) determined Statement"). The Allocation Statement shall reflect any changes in accordance with this Section 2.04 the assets and Exhibit A attached heretoliabilities shown on the final Statement of Working Capital, and Sellers shall have 30 days to review and provide any objections thereto whether or not such changes result in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect an adjustment to the Allocation Schedule Purchase Price. If the Parties fail to agree on the allocation of the Purchase Price within such 30 day periodone hundred twenty (120) days after the Closing Date, either party may immediately engage Xxxxx Xxxxxxxx LLP then the disagreement shall be resolved as soon as practicable thereafter, but not later than one hundred eighty (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform 180) days after the requested servicesClosing Date, such other regionally recognized independent by one of the largest five (5) national accounting firms, which accounting firm as is agreed shall be jointly selected by the Parties. The Parties acknowledge that the scope of such accounting firm's work shall be limited to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed resolving only those items to which the Neutral Accountant in writing, and Parties do not agree regarding the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination allocation of the Allocation SchedulePurchase Price. The resolution by decision of the Neutral Accountant of such matters accounting firm shall be within final and binding upon the range of Parties. The Parties shall share equally the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees fees, costs and expenses of the Neutral Accountant in connection with accounting firm selected to resolve any dispute under this Section 2.04 shall be borne by disagreements regarding the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described aboveAllocation Statement. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and Seller shall file all Income Tax Returns (including amended returns Returns, and claims for refund) and information reports execute such other documents as may be required by any taxing authority, in a manner consistent with such finally determined the Allocation Schedule, unless otherwise required Statement. Buyer and Seller shall prepare Internal Revenue Service Form 8594 pursuant to applicable law or a “determination” within the meaning of Section 1313(a) 1060 of the Code (or any similar provision relating to the transactions contemplated by this Agreement based on the Allocation Statement, and shall deliver such form to each other. Buyer and Seller shall file such form with each relevant taxing authority. The Allocation Statement shall have no impact on the Statement of state or local applicable law)Working Capital for purposes of calculating the Adjusted Purchase Price.

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) The Purchase Price shall be allocated among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an a written allocation schedule (the “Allocation Schedule”) determined as soon as possible after the Closing by the Buyer’s Accountants in accordance with this Section 2.04 applicable law and Exhibit A attached heretoregulations (including, without limitation, those laws, regulations and Sellers shall have 30 days accounting standards applicable to review public companies) and provide any objections thereto presented in writingwriting to Seller. Sellers If Seller notifies Buyer in writing within ten (10) Business Days of receipt of the Allocation Schedule that Seller objects in good faith to one or more items reflected in the Allocation Schedule, Seller and Buyer shall attempt negotiate in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objectionsdispute; provided, however, that if Seller does not notify Buyer in writing of a bona fide objection to the parties Allocation Schedule within that period, the Allocation Schedule shall be deemed accepted by Seller for all purposes; and provided further, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP seven (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services7) Business Days following Buyer’s receipt of Seller’s bona fide objection, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers dispute shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not be resolved by the parties with respect to the determination of the Allocation ScheduleIndependent Accountant whose decisions shall be final and binding. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Independent Accountant in connection with any to resolve such dispute under this Section 2.04 shall be borne by Seller, except that if the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items Allocation Schedule proposed by Buyer’s Accountants is modified by the Neutral Accountant. Each party shall bear any Independent Accountant as a result of the Seller’s objection, then the Independent Accountant may also suggest a fairer allocation of its fees and expenses of its own accountantsexpense to reach such resolution between Buyer and Seller, attorneys and other representatives with respect to Buyer and Seller shall each pay their share thereof as so allocated by the matters described aboveIndependent Accountant. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and Seller shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined the Allocation Schedule, unless otherwise required Schedule (as it may be adjusted pursuant hereto). Any adjustments to the Purchase Price pursuant to applicable law or Section 1.5(e) herein shall be allocated in a “determination” within manner consistent with the meaning of Section 1313(a) of the Code Allocation Schedule (or any similar provision of state or local applicable lawas it may be adjusted pursuant hereto).

Allocation of Purchase Price. Sellers and Buyer agree to allocate Seller shall prepare an allocation of the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) Purchase Price among the Purchased Liberation Assets for all Tax purposes in accordance with Section section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), ) and the Treasury Regulations regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver necessary to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection comply with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

Allocation of Purchase Price. Sellers Seller and Buyer agree to allocate the total Final Purchase Price and any other items that are treated as additional consideration (as determined for federal income Tax purposes) paid for the Purchased Assets purposes under this Agreement (including any Assumed Liabilities treated as consideration for federal the Purchased Assets for Tax purposes and taking into account any downwards adjustments to the consideration hereunder) by applicable state jurisdiction and local income Tax purposes) then among the Purchased Assets for all Tax purposes within each jurisdiction, and among Seller and the relevant Affiliates of Seller, if any, and among Buyer and the relevant Affiliates of Buyer, if any, in accordance with Section 1060 of the Internal Revenue Code of 1986methodology in the Agreed Form 8594 (including the attached statements), attached as amended Annex A to this Agreement (the “Code”Agreed Form 8594), the Treasury Regulations promulgated thereunder and . Seller will provide an allocation prepared in accordance with the methodology and principles set forth on Exhibit Annex A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers Seller within 60 30 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have Date. If within 30 days after Buyer’s receipt of the proposed allocation, Buyer has not objected in writing to review and provide any objections thereto such proposed allocation, then such proposed allocation shall become the final allocation of the Final Purchase Price. In the event that Buyer objects in writing. Sellers writing within such 30-day period, Seller and Buyer shall attempt negotiate in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties dispute. If Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, reach an agreement within 30 days thereafterafter Buyer’s receipt of the proposed allocation, acting as then such dispute shall be resolved and the final allocation of the Final Purchase Price shall be determined by an expert and not an arbitratorindependent, to resolve only the matters objected to by Sellers and not resolved internationally recognized firm of accountants mutually selected by the parties Parties. Each of Seller and Buyer shall bear all fees and costs incurred by it in connection with respect to the determination of the Allocation Schedule. The resolution by final allocation, except that the Neutral Accountant of such matters Parties shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All each pay half of the fees and expenses of such accounting firm. Seller shall complete IRS Form 8594 in a manner substantially consistent with the Neutral Accountant in connection with any dispute Agreed Form 8594 on the basis of the final allocation of the Final Purchase Price determined under this Section 2.04 2.06, and shall be borne by provide a copy of the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect complete form to the matters described aboveBuyer. Buyer and Sellers each agree Seller shall file (or cause to complete be filed) all federal, state, provincial and file local Tax Returns in accordance with the final allocation of the Final Purchase Price determined under this Section 2.06, including filing IRS Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Returnas completed by Seller, and shall file all Tax Returns (including take and cause to be taken no position contrary thereto or inconsistent therewith in any amended returns and claims return or claim for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless any examination or audit by any Governmental Authority, or any other proceeding, except to the extent otherwise required by law. The amounts allocated under this Section 2.06 do not include any payment made under the Initial Trademark License Agreements or the Initial Supply and Distribution Agreements; provided that the Effective Date Payment (pursuant to applicable law or a “determination” within to, and as defined in, the meaning of Section 1313(aMSDLA) of shall be disclosed on IRS Form 8594 in the Code (or any similar provision of state or local applicable law)manner provided in the Agreed Form 8594.

Allocation of Purchase Price. Sellers No more than ninety (90) days after the Cut-Off Date, Purchaser shall deliver to Seller an allocation of the Unadjusted Purchase Price, as adjusted by the Final Adjustment Amount, and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities other items properly treated as consideration for U.S. federal and applicable state and local income Tax purposes) purposes among the Purchased Assets for all Tax purposes assets of the Company in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), ) and the Treasury Regulations promulgated thereunder and (the methodology and principles “Asset Allocation Statement”). The Asset Allocation Statement shall be prepared in a manner reasonably consistent with the Allocated Values set forth on Exhibit A attached heretoAnnexes B-0, X-0, X-0 and C unless otherwise required by applicable U.S. federal income tax Law. Buyer Seller shall propose to Purchaser any changes to the Asset Allocation Statement in writing within sixty (with Sellers’ cooperation as reasonably requested60) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 date of delivery by Purchaser. Purchaser and Exhibit A attached hereto, and Sellers Seller shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt work in good faith to resolve any such objection within disputes relating to the 30 days following delivery of Sellers’ objections; provided, that if Asset Allocation Statement as promptly as practicable. If the parties Parties are unable to resolve any dispute with respect to disputed item in the Asset Allocation Schedule Statement within thirty (30) days following Purchaser’s receipt of Seller’s proposed changes, the Parties shall submit any such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant Accounting Expert to be resolved promptly in writingaccordance with the procedures set forth in Section 7.5. The resolution of the dispute by the Accounting Expert shall occur at least seven (7) Business Days prior to the due date for any Tax Return to which such disputed items are relevant and shall be conclusive and binding on the Parties, and the parties Asset Allocation Statement shall require be updated to reflect such resolution. Purchaser shall use commercially reasonable efforts to update the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only Asset Allocation Statement in accordance with Section 1060 of the matters objected to by Sellers and not resolved by the parties with respect Code following any adjustment to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with Unadjusted Purchase Price, Final Adjustment Amount, or any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable amount properly treated as consideration for U.S. federal income Tax Returnpurposes pursuant to this Agreement, and Seller and Purchaser shall, and shall file cause their Affiliates to, report consistently with such allocation, as adjusted, on all Tax Returns Returns, including Internal Revenue Service Form 8594 (including amended returns Asset Acquisition Statement under Section 1060), and claims for refund) and information reports in a manner consistent neither Seller nor Purchaser shall take any position on any Tax Return that is inconsistent with such finally determined Allocation Scheduleallocation, as adjusted, unless otherwise required pursuant by applicable Laws; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to applicable law negotiate, compromise and/or settle any Tax audit, claim or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)proceedings in connection with such allocation.

Allocation of Purchase Price. Sellers For purposes of the 338 Elections, Seller and Buyer Purchaser shall mutually agree to a purchase price and allocation of that price among the assets of the Group Subsidiaries that are deemed to have been acquired pursuant to Section 338 of the Code or state law equivalent. The purchase price shall be allocated among the assets of the Group Subsidiaries that are deemed to have been acquired pursuant to Section 338 of the Code in the manner required by Treasury Regulations Section 1.338(b)-2T. Purchaser will submit to Seller a proposed purchase price and allocation thereof (the "Proposed Allocation") within 90 days from the date hereof. If Seller does not notify Purchaser within fifteen (15) days of receipt of the Proposed Allocation of any disagreement with the Proposed Allocation then the Proposed Allocation shall become the final allocation (the "Allocation"). If Seller notifies Purchaser within such fifteen (15) day period (the "Allocation Notice") of its disagreement with the Proposed Allocation then Seller and Purchaser shall in good faith attempt to resolve their disagreement. In the event the allocation is determined after delivery of the Allocation Notice by discussions between Seller and Purchaser, then such allocation shall become the Allocation. Purchaser and Seller agree that except as otherwise required by law the Allocation shall be binding on Purchaser and Seller for all federal, state and local tax purposes. If such disagreement is not resolved within thirty (30) days from the delivery of the Allocation Notice, then Seller and Purchaser shall be permitted to allocate the total consideration (as determined for federal income Tax purposespurchase price, in the manner required by Treasury Regulations Section 1.338(b) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) -2T, among the Purchased Assets for all Tax purposes in accordance with Section 1060 assets of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver Group Subsidiaries that are deemed to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required been acquired pursuant to applicable law or a “determination” within the meaning of Section 1313(a) 338 of the Code independently (the "Independent Allocations"). The parties hereto acknowledge that the purchase price and the allocation of the purchase price provided for in the Allocation or any similar provision of state or local applicable law)the Independent Allocations, as the case may be, will be reasonable.

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for For U.S. federal and applicable state and local and foreign income Tax purposes, including Canadian federal and provincial Tax purposes, Purchaser, Sellers, and their respective Affiliates shall allocate the Purchase Price (and any Assumed Liabilities or other amounts treated as part of the purchase price for U.S. federal income Tax purposes) among the Purchased Acquired Assets for all Tax purposes in accordance with Section 1060 the fair market value of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule Acquired Assets (the “Allocation ScheduleMethodology”). As soon as commercially practicable, but no later than thirty (30) determined days following the determination of the final Purchase Price, Purchaser shall provide a proposed allocation to Sellers setting forth the allocation of the 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 this Section 2.04 the Allocation Methodology (the “Allocation”) subject to Sellers’ review and Exhibit A attached heretoapproval (such approval not to be unreasonably delayed, conditioned or withheld). Purchaser 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) days after receipt of the draft Allocation proposed by Purchaser, then Purchaser and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt negotiate in good faith to resolve any such objection objection, and, if Sellers and Purchaser cannot resolve such dispute within the 30 thirty (30) days following delivery of Purchaser’s receipt of Sellers’ objections; providedobjection, that if the parties are unable then a recognized industrial real estate brokerage firm specializing in trucking real estate mutually acceptable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer Purchaser and Sellers shall present their respective positions resolve such dispute, with the costs of such resolution to be evenly split by Purchaser, on the disputed items to one hand, and Sellers, on the Neutral Accountant in writingother hand, and the parties resolution of such dispute shall require be final and binding on the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation ScheduleParties. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in Parties and their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and respective Affiliates shall file all Tax Returns in accordance with such Allocation (including amended returns and claims for refundas finally determined under this Section 9.2) and information reports not take any Tax related action inconsistent with the Allocation, in a manner consistent with such finally determined Allocation Scheduleeach case, unless otherwise required pursuant to applicable law or by a “determination” within the meaning of Section section 1313(a) of the Tax Code (or any similar provision of state or local and other applicable law)Law.

Allocation of Purchase Price. For federal income Tax and applicable state and local Tax Purposes, Buyer and Sellers and Buyer hereby agree to allocate treat (and to cause their respective Affiliates to treat) the total consideration purchase and sale of Equity Interests pursuant to this Agreement in accordance with Revenue Ruling 99-6 (Situation 2). No more than thirty (30) days after the Determination Date, Buyer shall prepare and deliver to Sellers a written statement setting forth the allocation of the purchase price (as determined for federal income Tax tax purposes) paid for the Purchased Assets (including , taking into account any Assumed Liabilities additional amounts payable pursuant to Section 4.3 and any assumed liabilities that are required to be treated as consideration part of the purchase price for federal and applicable state and local income Tax tax purposes) among the Purchased Assets (and any other assets that are considered to be acquired for all Tax purposes federal income tax purposes) in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended and the Treasury Regulations thereunder (the “CodePurchase Price Allocation”). Buyer and Sellers shall endeavor in good faith to agree on the Purchase Price Allocation. If Buyer and Sellers have not agreed on the Purchase Price Allocation within sixty (60) days following the Determination Date, then any disputed matter(s) will be finally and conclusively resolved by an independent accounting firm of recognized national standing reasonably acceptable to Buyer and Sellers with no existing relationship with either party (the Treasury Regulations promulgated thereunder “Auditor”) in accordance with this Agreement, as promptly as practicable, and such resolution(s) will be reflected on the methodology Purchase Price Allocation, provided that the resolution for each disputed item contained in the Auditor’s determination shall be made subject to the definitions and principles set forth on Exhibit A attached heretoin this Agreement, and shall be consistent with either the position of Sellers or Buyer. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days each use its reasonable best efforts to review furnish to the Auditor such work papers and provide any objections thereto in writingother documents and information pertaining to the disputed item as the Auditor may request. Sellers and Buyer shall attempt bear their own expenses in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx preparation and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination review of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of Purchase Price Allocation, except that the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 Auditor shall be borne equally by Buyer on the party whose positions (based one hand and Sellers on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described abovehand. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refundincluding, but not limited to, IRS Form 8594) and information reports in a manner consistent with the Purchase Price Allocation, and shall not take any position inconsistent with the Purchase Price Allocation or agree to any proposed adjustment to the Purchase Price Allocation by any Governmental Entity, without first giving the other parties prior written notice and an opportunity to confer regarding such finally determined adjustment; provided, however, that the Purchase Price Allocation Scheduleshall be adjusted by any other amounts paid under this Agreement following the Determination Date that affect the purchase price for federal income tax purposes; and provided, unless otherwise required pursuant to applicable law further, that nothing contained herein shall prevent Buyer or a “determination” within the meaning of Section 1313(a) Sellers from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the Code (Purchase Price Allocation, or require Buyer or Sellers to litigate before any similar provision of state court any proposed deficiency or local applicable law)adjustment by any Governmental Entity challenging the Purchase Price Allocation.

Allocation of Purchase Price. Sellers Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the amount payable by Buyer to Seller pursuant to Section 3.1 hereof, and, as soon as practicable following the Closing (but in any event within 30 days following the final determination of the Closing Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the amount payable by Buyer agree to allocate Seller pursuant to Section 3.1 hereof, and the total consideration (as determined for federal income Tax purposes) paid for post-closing adjustment pursuant to Section 3.2, among the Purchased Auctioned Assets (including any Assumed Liabilities treated as consideration for federal the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes 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 Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached heretoregulations thereunder ("Applicable Law"). Buyer (with Sellers’ cooperation as reasonably requested) If Seller so determines, Seller shall deliver within 20 Business Days thereafter propose any changes necessary to Sellers within 60 days after cause the Closing Date an allocation schedule (the “Allocation Schedule”) determined to be prepared in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writingApplicable Law. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days Within 10 Business Days following delivery of Sellers’ objections; providedsuch proposed changes, that if Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the parties reasons therefor. If Buyer and Seller are unable to resolve any dispute with respect 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 Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination 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 which were allocated by the Neutral AccountantAccountants to the other Party hereunder. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree Seller agrees to complete and timely file Internal Revenue Service Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return8594, and shall file all Federal, state, local and foreign Tax Returns (including amended returns Returns, in accordance with such Final Allocation and claims to report the transactions contemplated by this Agreement for refund) Federal Income Tax and information reports all other tax purposes in a manner consistent with such finally determined Allocation Schedulethe Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code compute Taxes arising in connection with (or any similar provision otherwise affected by) the transactions contemplated hereunder. Each of state 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, audit or local applicable law)other proceeding regarding the Final Allocation.

Allocation of Purchase Price. (a) Seller, the Other Sellers and Buyer Purchaser agree to allocate the total consideration Purchase Price (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposesall other capitalizable costs) among the Purchased Assets Assets, the Purchased Subsidiary Interests, Transferred Business Intellectual Property (not held by the Purchased Seller Subsidiaries), the Transferred Business Intellectual Property Rights (not held by the Purchased Seller Subsidiaries) the covenant not to compete contained in Section 6.9, and the rights granted under the Intellectual Property License Agreement and the Trademark License Agreement for all purposes (including financial accounting and Tax purposes (except as otherwise required by generally accepted accounting principles)) in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined prepared jointly by Seller on behalf of itself and as agent to the Other Sellers and Purchaser. Seller and Purchaser agree to revise the Allocation Schedule to reflect any adjustment to the Purchase Price pursuant to Section 3.2(h) or Section 3.3. Seller and Purchaser agree to cooperate with each other in accordance with this Section 2.04 and Exhibit A attached heretothe preparation of, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt negotiate in good faith to resolve any such objection within dispute with respect to, the 30 days following delivery of Sellers’ objectionsAllocation Schedule and revisions thereto; provided, however, that if in the parties are unable to resolve any dispute event that Seller and Purchaser cannot reach agreement with respect to the Allocation Schedule within thirty (30) days after the Closing Date (it being understood that the Parties will use commercially reasonable efforts to agree to reach agreement on the Allocation Schedule prior to the Closing Date) or any revisions to the Allocation Schedule as a result of an adjustment to the Purchase Price pursuant to Section 3.2(h) or Section 3.3 within 10 days after payment is made pursuant to such 30 day periodsection, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally an internationally recognized independent accounting firm as is mutually agreed to upon by Xxxxx Purchaser and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers Seller shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of prepare the Allocation Schedule. The resolution by If an accounting firm prepares the Neutral Accountant of initial Allocation Schedule or the revised Allocation Schedule in accordance with the previous sentence, such matters schedule shall be within prepared prior to the range Closing Date, in the case of the amounts claimed by initial Allocation Schedule, or within 30 days after payment is made pursuant to Section 3.2(h) or Section 3.3, in the parties in their written submissions to the Neutral Accountant. All case of the fees and expenses of revised Allocation Schedule. The costs related to having the Neutral Accountant in connection with any dispute under this Section 2.04 accounting firm prepare the Allocation Schedule shall be borne equally by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees Purchaser and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Seller.

Allocation of Purchase Price. Sellers Seller, using the Allocated Values determined under Section 3.2 to the extent applicable, shall prepare an allocation of the Adjusted Purchase Price on a schedule (the “Proposed Section 1060 Allocation Schedule”) for purposes of, and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with with, Section 1060 of the Internal Revenue Code of 1986, as amended (and the “Code”), the Treasury Regulations regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery the final determination of Sellers’ objections; provided, that if the parties are unable to resolve Adjusted Purchase Price under Section 8.4(b). Purchaser shall notify Seller in writing of any dispute with respect objections to the Proposed Section 1060 Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx 15 days of receipt thereof and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountantif, within 30 days thereafterafter delivery of notice of such objection, acting as an expert Purchaser and Seller cannot an agree to a final allocation schedule to be used for income Tax reporting purposes, Purchaser and Seller shall submit the disputed matters to binding arbitration pursuant to Section 12.2 to finally determine the proper allocation of the Adjusted Purchase Price for purposes of Section 1060 of the Code, and shall request that the arbitrator issue a final allocation schedule within 30 days of the submission of the dispute (any such allocation schedule agreed to by the Purchaser and Seller or issued by the arbitrator, to resolve only the matters objected to by Sellers “Final Section 1060 Allocation Schedule”). Seller and not resolved by Purchaser agree that the parties with respect to the determination allocation of the Adjusted Purchase Price as set forth on the Final Section 1060 Allocation Schedule. The resolution by the Neutral Accountant of such matters Schedule shall be within used by Seller and Purchaser as the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys basis for reporting asset values and other representatives items for purposes of all federal, state and local Tax Returns, including without limitation Internal Revenue Service Form 8594. Seller and Purchaser further agree that each will take no position inconsistent with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including such allocations on any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims in any audit or proceeding before any Governmental Body related to Taxes, in any report made for refund) and information reports in a manner consistent with such finally determined Allocation ScheduleTax, unless otherwise required pursuant to applicable law financial accounting or a “determination” within any other purpose, or otherwise. In the meaning of Section 1313(a) event that the allocation described herein is disputed by any Governmental Body, the Party receiving notice of the Code (or any similar provision dispute shall promptly notify the other Party concerning resolution of state or local applicable law)the dispute.

Allocation of Purchase Price. Buyer shall deliver to Sellers and Buyer agree to allocate allocation schedule(s) allocating the total consideration Purchase Price (as determined may be adjusted pursuant to the terms of this Agreement), including the Assumed Liabilities to the extent such Liabilities are required to be treated as part of the Purchase Price for federal income Tax purposes, (i) paid between the Acquired Assets of Canadian Seller (the “Canadian Assets”), on the one hand, and the Acquired Assets other than the Canadian Assets, on the other hand (the “Canada-US Allocation”), (ii) for the Purchased Canadian Assets, among the province(s) in which the Canadian Assets are located (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposesthe “Provincial Allocation”), (iii) among the Purchased Canadian Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended and the regulations thereunder (the “CodeCanadian Asset Allocation”) and (iv) among the Acquired Assets other than the Canadian Assets in accordance with Section 1060 of the Code and the regulations thereunder (the “US Asset Allocation” and together with the Canada-US Allocation, the Provincial Allocation and the Canadian Asset Allocation, the “Allocation Schedules” and each an “Allocation Schedule”). At the Closing, the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 the Canada-US Allocation. Buyer shall use commercially reasonable efforts to deliver to Sellers the Provincial Allocation and Canadian Asset Allocation at the Closing, and in any event shall deliver such Allocation Schedules to Sellers no later than thirty (30) days after the Closing Date an allocation schedule Closing. Not later than thirty (30) days after the “Closing, Buyer shall deliver to Sellers the US Asset Allocation. In administering any Proceeding, the Bankruptcy Court shall not be required to apply the Allocation Schedule”Schedule(s) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide determining the manner in which the Purchase Price should be allocated as between any objections thereto in writing. of the US Sellers and Buyer their respective estates or between the US Sellers and their estates and the Canadian Seller and its estate. In administering the Canadian Proceedings, the Canadian Court shall attempt in good faith not be required to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to apply the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform Schedule(s) in determining the requested services, such other regionally recognized independent accounting firm manner in which the Purchase Price should be allocated as is agreed to by Xxxxx between the US Sellers and Sellers in good faith) (their estates and the “Neutral Accountant”) to resolve the remaining disputed itemsCanadian Seller and its estate. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers will each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns including, but not limited to, IRS Forms 8594) consistent with the Allocation Schedule(s) established pursuant to the terms of this Section 3.5 (except to the extent that any Allocation Schedule is inconsistent with any Final Order of the Bankruptcy Court or the Canadian Court). Sellers, on the one hand, and claims for refundBuyer, on the other hand, each agree to provide the other promptly with any other information required to complete IRS Forms 8594. Neither Buyer nor any Seller shall take any Tax position inconsistent with such Allocation Schedule(s) (except to the extent that any Allocation Schedule is inconsistent with any Final Order of the Bankruptcy Court or the Canadian Court) and information reports neither Buyer nor any Seller shall agree to any proposed adjustment based upon or arising out of Allocation Schedule(s) by any Governmental Authority without first giving the other Party prior written notice; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Schedule(s), and neither Buyer nor any Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation Schedule(s). The Allocation Schedule(s) shall be revised in a manner consistent accordance with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) 1060 of the Code (or and the regulations thereunder to appropriately take into account any similar provision of state or local applicable law)payments made under this Agreement.

Allocation of Purchase Price. (a) Within thirty (30) Business Days after the determination of the Net Working Capital Difference and the CapEx Difference as of the Closing, Buyer shall provide to Sellers Buyer’s proposal for an allocation of the Purchase Price among the Acquired Companies and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposesAssets, grouped by the asset classes referred to in Treasury Regulation Section 1.1060-1(c) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Purchase Price Allocation Schedule”). Within thirty (30) determined in accordance with this Section 2.04 and Exhibit A attached heretoBusiness Days after their receipt of Buyer’s proposed Purchase Price Allocation Schedule, and Sellers shall propose to Buyer any changes thereto or otherwise shall be deemed to have 30 days agreed thereto. In the event that Sellers propose changes to review and provide any objections thereto in writing. Buyer’s proposed Purchase Price Allocation Schedule within the thirty (30) Business Day period described above, Sellers and Buyer shall attempt cooperate in good faith to resolve any such objection mutually agree upon a Purchase Price Allocation Schedule as soon as practicable. If Sellers and Buyer are unable to reach a resolution within the 30 days a period of twenty (20) Business Days following delivery receipt of Sellers’ objections; providedchanges, then only the remaining disputed items shall be submitted for resolution by a nationally-recognized public accounting firm that if the parties are unable to resolve any dispute is independent with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination each of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions Parties (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Rule 2-01 under Securities and Exchange Commission Regulation S-X) or, if that firm declines to act as provided in this Section 1313(a2.7(a), another firm of independent public accountants mutually acceptable to Buyer and Sellers, which firm shall make a final determination as to the disputed items within thirty (30) Business Days after such submission, and such determination, together with the undisputed items, shall be final, binding and conclusive on Sellers and Buyer. The fees and disbursements of such accounting firm shall be shared equally between Sellers, on the Code (or any similar provision of state or local applicable law)one hand, and Buyer, on the other hand.

Allocation of Purchase Price. Sellers and Buyer agree to allocate No later than thirty (30) calendar days following the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986Closing Date, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) WCG shall deliver to Sellers within 60 days after the Closing Date an allocation Purchaser a proposed schedule (the “Purchase Price Allocation Schedule”) allocating the Purchase Price among the assets and any liabilities of the Acquired Companies and any other items entering into Purchaser’s tax basis for the assets of the Acquired Companies under Section 755 of the Code, among such assets of the Acquired Companies. The Purchase Price Allocation Schedule shall be subject to Purchaser’s review, comment, and prior consent, and Purchaser shall deliver its comments to WCG within fourteen (14) calendar days after its receipt of the proposed Purchase Price Allocation Schedule from WCG, and Seller Parties shall incorporate any reasonable comments of Purchaser into the final Purchase Price Allocation Schedule. If the Purchaser and Seller Parties are unable to agree on the final Purchase Price Allocation Schedule, then the final Purchase Price Allocation Schedule shall be determined by a nationally-recognized accounting firm that is mutually agreeable to both Purchaser and Seller Parties. The Purchaser, XX XxxXx, PR HoldCo and Seller Parties shall report for Tax purposes and file Tax Returns in a manner consistent with the final Purchase Price Allocation Schedule; provided, however, that (i) Purchaser’s cost for the assets that it purchases 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 amount so allocated, (ii) the amount realized by Seller Parties may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income tax purposes, and (iii) that neither Seller Parties or any of their Affiliates nor Purchaser or any of its Affiliates will be obligated to litigate any challenge to such allocation of the Purchase Price by a Governmental Authority. Any adjustments to the Purchase Price pursuant to this Agreement shall be allocated among the assets of Acquired Entities for purposes of the Purchase Price Allocation Schedule in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)9.02.

Allocation of Purchase Price. Sellers The sum of the Purchase Price and Buyer agree to allocate the total consideration Assumed Obligations (plus any other liabilities treated as determined assumed for U.S. federal income Tax tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) will be allocated among the Purchased Assets for all Tax purposes in accordance with Section the principles of section 1060 of the Internal Revenue Code and the regulations thereunder (and any corresponding provision of 1986state, local or foreign Tax Law, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requestedappropriate) shall deliver pursuant to Sellers within 60 days after the Closing Date an allocation schedule (the each an “Allocation Schedule”) determined to be prepared by Buyer. Buyer shall deliver to Seller an initial Allocation Schedule within one hundred twenty (120) days of the Effective Date. If any indemnification payment is made pursuant to Article IX or any other adjustment to the Purchase Price occurs, Buyer shall promptly revise any affected Allocation Schedules to take into account such payment or adjustment in accordance a manner consistent with this Section 2.04 the principles of section 1060 of the Code and Exhibit A attached heretothe regulations thereunder (and any corresponding provision of state, local or foreign Tax Law, as appropriate). Buyer shall provide the Allocation Schedule (and Sellers shall have 30 days any revision to the Allocation Schedule necessitated by an adjustment of the Purchase Price) to Seller for Seller’s review and comment. Seller shall provide any objections thereto in writingcomments to Buyer within forty-five (45) days of receiving the Allocation Schedule (or any revision to the Allocation Schedule). Sellers and Buyer shall attempt consider Seller’s comments in good faith faith. If Buyer objects to resolve any such objection within Seller’s comments, Buyer and Seller shall use commercially reasonable efforts to settle the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule such comments promptly. If Buyer and Seller have not resolved such dispute within such 30 day periodthirty (30) days of Buyer’s receipt of Seller’s comments, either party may immediately engage Xxxxx Xxxxxxxx LLP Buyer and Seller shall jointly retain a nationally recognized tax expert (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the a “Neutral AccountantTax Dispute Referee”) to resolve the remaining disputed items. Buyer The findings of the Tax Dispute Referee shall be final and Sellers shall present their respective positions binding on the Parties. Upon final resolution of disputed items to the Neutral Accountant in writingitems, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation ScheduleSchedule shall be adjusted to reflect such resolution. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the costs, fees and expenses of the Neutral Accountant Tax Dispute Referee incurred in connection with any a dispute under this Section 2.04 relating to the Allocation Schedule shall be borne equally by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees Seller and expenses of its own accountants, attorneys and other representatives with respect to the matters described aboveBuyer. Buyer and Sellers each Seller hereby covenant and agree to complete and file Form 8594 (including any supplemental filingi) with its applicable U.S. federal be bound by the Allocation Schedules for all income Tax Returnpurposes, (ii) prepare and shall file all Tax Returns (including amended returns and claims for refund) and information reports in on a manner basis consistent with each such finally determined Allocation ScheduleSchedule and (iii) not take any position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the terms of any such Allocation Schedule unless otherwise required pursuant to do so by applicable law or a “determination” within Law. Each Party will provide the meaning of Section 1313(a) of other promptly with any other information required to complete Form 8594 under the Code (or any similar provision of state or local applicable law)Code.

Allocation of Purchase Price. Sellers Buyer and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer Seller shall attempt in good faith to resolve agree as to the allocation of the Purchase Price, as finally determined, the liabilities of E-conolight as of the Closing and all other relevant items treated for U.S. federal income tax purposes as consideration for the Allocation Assets (collectively, the “Allocable Consideration”) among the Acquired Assets, the assets of E-conolight as of the Closing and the Purchased Interests of Cree Europe and Cree Canada (such assets, the “Allocation Assets”) in accordance with the principles of Section 1060 of the Code. At the Closing, Seller shall provide to Buyer an allocation of the Allocable Consideration (as estimated by Seller) among the Allocation Assets (such allocation, the “Preliminary Purchase Price Allocation”). The Preliminary Purchase Price Allocation shall be used to make the necessary preliminary determinations for Transfer Tax purposes pursuant to Section 8.2(a). As soon as practicable after the Final Cash Payment has been finally determined pursuant to Section 1.8, Seller shall prepare and deliver to Buyer an allocation of the Allocable Consideration (as calculated based on the Final Cash Payment) among the Allocation Assets (the “Final Purchase Price Allocation”). Buyer shall have thirty (30) days after delivery of the Final Purchase Price Allocation by Seller to notify Seller in writing of any disputes with the Final Purchase Price Allocation (any such objection notice, a “Purchase Price Allocation Dispute Notice”; such thirty-day period, the “Purchase Price Allocation Dispute Period”). If Buyer fails to deliver a Purchase Price Allocation Dispute Notice within the 30 Purchase Price Allocation Dispute Period, Buyer and Seller shall prepare and file all Tax Returns in a manner consistent with the Final Purchase Price Allocation, shall make the necessary final determinations for Transfer Tax purposes pursuant to Section 8.2(a) in accordance with the Final Purchase Price Allocation, and shall not take any position inconsistent with the Final Purchase Price Allocation or agree to any proposed adjustment thereto by any taxing authority without first giving the other party prior written notice of such proposed adjustment. If Buyer delivers a Purchase Price Allocation Dispute Notice within the Purchase Price Allocation Dispute Period, Seller and Buyer shall use reasonable efforts to resolve in good faith all disputes set forth in such Purchase Price Allocation Dispute Notice. If, within thirty (30) days following after delivery by Buyer of Sellers’ objections; provideda Purchase Price Allocation Dispute Notice, that if Buyer and Seller agree as to such allocation, Buyer and Seller further agree to prepare and file all Tax Returns in a manner consistent with the parties agreed allocation and to make the necessary final determinations for Transfer Tax purposes pursuant to Section 8.2(a) in accordance with such agreed allocation, and shall not take any position inconsistent with the agreed allocation or agree to any proposed adjustment thereto by any taxing authority without first giving the other party prior written notice of such proposed adjustment. If, within thirty (30) days after delivery by Buyer of a Purchase Price Allocation Dispute Notice, Buyer and Seller are unable to resolve any dispute with respect disputes relating to the Allocation Schedule within such 30 day periodallocation of the Purchase Price, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers Seller may each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in use a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)different purchase price allocation.

Allocation of Purchase Price. Sellers The sum of the Purchase Price and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for value of the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes(to the extent properly taken into account under the Code) shall be allocated among the Purchased Acquired Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable lawLaw, as appropriate) (the “Allocation”). The Allocation shall be delivered by Buyer to Sellers within sixty (60) days after the Closing Date. Sellers will have the right to raise reasonable objections to the Allocation within thirty (30) days after Buyer’s delivery thereof, in which event Buyer and Sellers will negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within fifteen (15) days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be resolved promptly by a nationally recognized accounting firm selected by Buyer and reasonably acceptable to Sellers, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers on the other hand. The decision of the accounting firm in respect of the Allocation shall be final and binding upon Buyer and Sellers. Buyer and Sellers shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the Allocation; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any 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. Except as otherwise provided herein, Buyer and Sellers agree to provide the other with any information required to complete IRS Form 8594 within fourteen (14) days of the request for such information. Buyer and Sellers shall 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 pursuant to this section. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. Sellers Buyer shall prepare and Buyer agree deliver to allocate Seller, within sixty (60) days following the total consideration Closing Date, a schedule setting forth the proposed allocation of the Purchase Price (as determined for federal income Tax purposes) paid for and other relevant amounts, including Assumed Liabilities, to the Purchased Assets (including any Assumed Liabilities extent properly treated as consideration for U.S. federal and applicable state and local income Tax purposes) among each of the Purchased Transferred Assets for all Tax purposes (the “Buyer Allocation Statement”). The Buyer Allocation Statement shall be prepared in accordance a manner consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (and any corresponding or similar provision of state or local Tax Law) and in accordance with the methodology and principles set forth on Exhibit A attached heretoin Schedule 7.7(e). Buyer (with Sellers’ cooperation as reasonably requested) shall Seller may deliver to Sellers Buyer, within 60 days after the Closing Date an allocation schedule thirty (the “Allocation Schedule”30) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery Seller’s receipt of Sellers’ objections; providedthe Buyer Allocation Statement, that if the parties are unable to resolve any dispute with respect to the a notice (“Seller's Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral AccountantNotice”) to resolve Buyer specifying any items in the remaining disputed itemsBuyer Allocation Statement with which Seller disagrees and setting forth Seller's proposed allocation of the Purchase Price (and other relevant amounts) among each of the Transferred Assets. If Seller does not provide Buyer with Seller’s Allocation Notice within thirty (30) days following Seller’s receipt of the Buyer Allocation Statement, the Buyer Allocation Statement shall be deemed final. If Seller's Allocation Notice is duly and Sellers shall present their respective positions timely delivered, the Parties shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination allocation of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range Purchase Price (and other relevant amounts) among each of the amounts claimed by Transferred Assets and prepare a schedule reflecting such allocation (such schedule or the parties in their written submissions finalized Buyer Allocation Statement, as the case may be, the “Final Allocation Statement”). If the Parties are unable to reach such agreement, they shall each be permitted to allocate the Neutral Accountant. All Purchase Price (and other relevant amounts) among each of the fees and expenses Transferred Assets as it determines in its sole discretion. To the extent that the Parties have agreed on an allocation of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions Purchase Price (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect relevant amounts) among each of the Transferred Assets, the Parties shall prepare and file, or cause to the matters described above. Buyer be prepared and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Returnfiled, and shall file all Tax Returns (including amended returns IRS Form 8594 and claims for refundany amendments thereto) and information reports in a manner consistent with such finally determined the Final Allocation ScheduleStatement and shall not take any position (whether in Tax Returns, Tax Contests, or otherwise) that is inconsistent with the Final Allocation Statement, unless otherwise required pursuant to applicable law or a final “determination” within the meaning of Section 1313(a) of the Code (or any corresponding or similar provision of state or local applicable lawTax Law).

Allocation of Purchase Price. Sellers and Buyer agree The Parties shall cooperate to allocate the total consideration determine (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Internal Revenue Code Code) the allocation of 1986, as amended the Purchase Price and the Assumed Liabilities (plus any other relevant items) among the Transferred Assets (the “CodeAllocation”). Within sixty (60) days following the Closing Date, the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) Purchaser shall deliver to Sellers Seller a proposed allocation of the consideration paid by Purchaser among the Transferred Assets, including details of the fair market values assigned to the Transferred Assets (together, the “Purchaser’s Allocation”). Seller shall deliver written notice to Purchaser within 60 thirty (30) days after Seller’s receipt of the Purchaser’s Allocation either accepting or objecting to the Purchaser’s Allocation. If Seller so objects to the Purchaser’s Allocation, Purchaser and Seller shall attempt to resolve their differences by good faith negotiation. If Purchaser and Seller are unable to agree to the Allocation within thirty (30) days after the Closing Date an allocation schedule delivery of Seller’s objection to the Purchaser’s Allocation, then Seller and Purchaser shall confer in good faith for up to five (5) days to agree on a nationally recognized independent accounting firm, which shall not be the regular accounting firm of Purchaser or Seller (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral AccountantResolution Firm”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions outstanding disagreement in accordance with the procedures set forth below; provided, however, that if the Parties cannot agree on the disputed items Allocation Resolution Firm, then each of Seller and Purchaser will select a nationally recognized accounting firm and the two firms selected by Seller and Purchaser will select the Allocation Resolution Firm. The Allocation Resolution Firm shall use its best efforts to reach a determination as promptly as possible and in no event later than twenty (20) days after submission of the matter to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect Allocation Resolution Firm. Only disputed item(s) relating to the determination Purchaser’s Allocation shall be submitted to the Allocation Resolution Firm for review. In resolving any disputed item, the Allocation Resolution Firm may not assign a fair market value to such item greater than the greatest value for such item claimed by either Purchaser or Seller or less than the lowest fair market value for such item claimed by either Purchaser or Seller, in each case as presented to the Allocation Resolution Firm. All determinations of the Allocation ScheduleResolution Firm relating to the disputed items, absent fraud, shall be final and binding on Purchaser and Seller. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 Allocation Resolution Firm shall be borne one-half (1/2) by Purchaser and one-half (1/2) by Seller. Following the party whose positions (based agreement of Purchaser and Seller to the Allocation or the resolution of all its pending disagreements with respect thereto, as applicable, the Parties shall set forth on aggregate dollar amount) are furthest from Schedule 2.1.1 through Schedule 2.1.12 the final determination fair market value of such disputed items by of the Neutral AccountantTransferred Assets that the Parties agree will be used to determine such allocation. Each party Party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file prepare an IRS Form 8594 (including any supplemental filing) for inclusion with its applicable U.S. federal income Tax ReturnReturns including the Closing Date and any similar allocation required under state, local, or foreign law (collectively, “Forms 8594”), and shall file all provide to the other Party for review and comment a draft of each Form 8594 so prepared not less than thirty (30) days before filing such Form 8594 with the relevant Governmental Entity. Neither Purchaser nor Seller shall take (or permit any of their respective Affiliates to take) any position that is inconsistent with the values shown on Schedules 2.1.1 through 2.1.12 or the allocation reflected in their filed Forms 8594 either in any Tax Returns Return, or upon examination of any Tax Return, in any refund claim, litigation, or investigation relating to Taxes; provided, however, that if, in any audit of any Tax Return by a Governmental Entity, the fair market values of the Transferred Assets are finally determined to be different from the values used in determining the allocation shown on the Forms 8594, as adjusted, the Parties may (including amended returns and claims for refundbut shall not be obligated to) and information reports in take a manner position or action consistent with such the fair market values as finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)in such audit.

Allocation of Purchase Price. Sellers and Buyer agree to allocate shall provide Seller an allocation of the total consideration Base Purchase Price (as determined for federal income Tax purposes) paid for the Purchased Assets (including plus any Assumed Liabilities assumed liabilities that are treated as consideration for federal and applicable state and local income Tax tax purposes) among the Purchased Assets for all Tax purposes assets of Astoria LP and to the stock of OPOS, in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the applicable Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 30 days after the Closing Date an allocation schedule (the “Base Purchase Price Allocation”). Not later than 30 days after the determination of the Final Purchase Price, Buyer shall notify Seller regarding the allocation of any adjustments resulting from such determination, with such adjustments to be made in a manner consistent with the Base Purchase Price Allocation Schedule”) determined and in accordance with this Section 2.04 and Exhibit A attached heretoapplicable Treasury Regulations (as adjusted, and Sellers shall have 30 days to review and provide the “Final Purchase Price Allocation”). Seller must inform Buyer of any objections thereto related to the Final Purchase Price Allocation in writingwriting within 10 days after receipt thereof. Sellers Buyer and Buyer Seller shall attempt work in good faith to resolve any such objection disagreements regarding the Final Purchase Price Allocation within the 30 days following delivery after receipt of Sellers’ Seller’s written objections; provided, that if . If the parties are unable Parties fail to resolve any dispute with respect to the Allocation Schedule agree within such 30 30-day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform period upon the requested servicesFinal Purchase Price Allocation, such other regionally recognized dispute shall be resolved by an independent accounting firm as is agreed mutually acceptable to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writingSeller, and the parties decision of such independent accounting firm shall require be final and binding on the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation ScheduleParties. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 such accounting firm shall be borne equally by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral AccountantSeller and Buyer. Each party Seller and Buyer shall bear any fees each prepare and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and timely file IRS Form 8594 “Asset Acquisition Statement Under Section 1060” and any other statements or forms prescribed under federal, state, local or foreign Tax Law (including any supplemental filingexhibits thereto) with its applicable U.S. federal income Tax Returnto report the Final Purchase Price Allocation. The Parties agree that they shall not, and shall file all Tax Returns not permit their Affiliates (including amended returns and claims the Companies) to, take a position on any Tax Return or for refund) and any Tax purpose that is inconsistent with the Final Purchase Price Allocation; provided, however, that neither Seller nor Buyer shall be obligated to litigate any challenge to the Final Purchase Price Allocation by any Governmental Authority. The Parties agree to provide each other promptly with any information reports in a manner consistent with required to complete such finally determined Allocation Schedule, unless otherwise Tax forms or statements as are required pursuant to under applicable law or a “determination” within to report the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Final Purchase Price Allocation.

Allocation of Purchase Price. Sellers and Buyer agree to allocate As soon as practicable after the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes Closing, but in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 no event later than 120 days after the Closing Date an Date, Holdco will deliver to Seller a written estimate of the allocation schedule (of the “Allocation Schedule”) determined in accordance with this Purchase Price as adjusted pursuant to Section 2.04 and Exhibit A attached hereto3.04, and Sellers shall have 30 days to review and provide plus any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any liabilities assumed for Federal income tax purposes, among the Acquired Assets, as such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect Acquired Assets existed immediately prior to the Allocation Schedule Closing Date consistent with the principles of Code Section 1060. Seller shall notify Holdco in writing within thirty (30) days after receiving Holdco's estimate of the allocation if Seller disagrees with Holdco's allocation. If Seller does not deliver written notice of objection to Holdco within such 30 thirty (30) day period, either party may then Holdco's estimate shall be deemed to have been accepted by Seller, shall become final and binding upon the parties (the "Final Allocation"). During the thirty (30) days immediately engage Xxxxx Xxxxxxxx LLP (following the delivery of notice of objection, Seller and Holdco shall use reasonable good faith efforts to agree on the Final Allocation among the Acquired Assets pursuant to the principles of Code Section 1060. If the Purchase Price is adjusted pursuant to Section 3.04 or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested servicesSection 11.04 hereof, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters adjustment shall be within reflected in the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports Final Allocation hereunder in a manner consistent with Code Section 1060. If at the end of such finally determined thirty (30) day period the parties fail to reach agreement on the Final Allocation Scheduleamong the Acquired Assets, then the parties shall engage an appraisal firm to determine such Final Allocation (which determination shall be binding on the parties hereto). During the review by the appraisal firm, Holdco and Seller will each make available to the appraisal firm such individuals and such information, books and records as may be reasonably required by the appraisal firm to determine the Final Allocation. The fees and disbursements of any appraisal firm shall be shared equally between Holdco and Seller. Holdco and Seller shall prepare and timely file IRS Forms 8594 and any other similar forms required to be filed by any other taxing Governmental Authority employing the Final Allocation to report the Transactions to the Internal Revenue Service and to all other taxing Governmental Authorities. Neither Seller nor Holdco shall take a position in any return, Tax proceeding, Tax audit or otherwise inconsistent with the Final Allocation, unless otherwise a contrary treatment is required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable by law).

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration The Purchase Price (as determined for federal income Tax tax purposes, including any liabilities of the Company that are required to be treated as part of the Purchase Price for federal income tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) shall be allocated among the Purchased Assets for all Tax purposes assets of the Company in accordance with Section Sections 1060 and 755 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (and the methodology and principles set forth on Exhibit A attached heretoany similar provision of state, local or foreign Law). The Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to the Sellers within 60 days sixty (60) Business Days after the Closing Date an a purchase price allocation schedule (the “Proposed Allocation”). The Buyer shall promptly provide to the Sellers such backup or supporting data (including appraisals to the extent available) relating to the preparation of the Proposed Allocation Schedule”as the Sellers may reasonably request. The Sellers shall accept and agree to the Proposed Allocation unless any one or more of the Sellers, acting in good faith, object to the Proposed Allocation, in which case such Seller or Sellers (as the case may be) determined shall, within fifteen (15) Business Days after receipt of the Proposed Allocation and requested supporting documentation, deliver written notice to the Buyer of such objection. Such notice shall specify in reasonable detail the items in the Proposed Allocation to which the Seller or Sellers object and the basis for such objection. Following delivery of such notice, the Sellers and the Buyer shall cooperate in good faith to reach a mutually acceptable agreement regarding such disputed items. In the event that the parties cannot mutually agree upon a resolution with respect to such disputed items within thirty (30) Business Days of the Buyer’s receipt of such notice, then each Seller and the Buyer shall each be entitled to determine the allocation of the Purchase Price among the assets of the Company in any manner each Seller or the Buyer, respectively, may determine in its sole discretion, and each Seller and the Buyer shall have no liability to the other with respect to such determination or allocation. In the event that the parties mutually agree upon a Proposed Allocation, the Buyer Parties and the Sellers agree to (a) be bound by the purchase price allocation established in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) 1.3 (the “Neutral AccountantPurchase Price Allocation”), (b) to resolve act in accordance with the remaining disputed items. Buyer and Sellers shall present their respective positions on Purchase Price Allocation in the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination filing of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refundIRS Form 8594) and information reports in a manner consistent the course of any Tax audit, Tax examination or Tax litigation relating thereto, and (c) take no position and cause their Affiliates to take no position inconsistent with such finally determined the Purchase Price Allocation Schedulefor Tax purposes, in the case of each of clauses (a) through (c) unless otherwise required by a change in applicable Law or pursuant to applicable law or the good faith resolution of a “determination” within Tax contest. The Sellers and the meaning of Section 1313(a) of Buyer shall make appropriate adjustments to the Code (or Purchase Price Allocation to reflect any similar provision of state or local applicable law)adjustments to the Purchase Price.

Allocation of Purchase Price. Sellers Seller and Buyer Purchaser agree to (and agree to cause their respective Affiliates to) allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including Purchase Price, any Assumed Liabilities liabilities assumed and any other amounts treated as consideration for U.S. federal and applicable state and local income Tax purposes) purposes among the Purchased Transferred Assets and the assets deemed acquired by Purchaser as a result of the Section 338(h)(10) Elections for all U.S. federal income Tax purposes in accordance with Section Sections 338 and 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (the “Allocation Principles”) and the methodology and principles set forth on Exhibit A attached heretofollowing procedures. Buyer No later than sixty (with Sellers’ cooperation as reasonably requested60) shall deliver to Sellers within 60 days after the Closing Date an Date, Purchaser shall deliver to Seller a proposed allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range Purchase Price (and other relevant amounts) as of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports Closing Date determined in a manner consistent with the Allocation Principles (the “Purchaser’s Allocation”). If Seller disagrees with Purchaser’s Allocation, Seller may, within thirty (30) days after delivery of Purchaser’s Allocation, deliver a notice (the “Seller’s Allocation Notice”) to Purchaser to such finally effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation of the Purchase Price (and other relevant amounts). If the Seller’s Allocation Notice is duly delivered, Seller and Purchaser shall, during the twenty (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 Purchaser 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 SchedulePrinciples. All fees and expenses relating to the work, unless if any, to be performed by the Independent Accounting Firm shall be borne equally by Seller, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Seller’s Allocation Notice has been given, or as adjusted pursuant to any agreement between Seller and Purchaser 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 2.13 or Section 7.9. Seller and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, without limitation, the Section 338(h)(10) Forms) in accordance with the Allocation. None of Seller or Purchaser shall (and each shall cause its Affiliates not to) take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state applicable state, local or local applicable lawforeign Law).

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for For U.S. federal and 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 part of the purchase price for U.S. federal income Tax purposes) among the Purchased Acquired Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule in Schedule 9.2 (the “Allocation ScheduleMethodology”). As soon as commercially practicable, but no later than 90 days following the determination of the final Purchase Price, Purchaser shall provide a proposed allocation to Sellers setting forth the allocation of the Purchase Price (and other amounts treated as part of the purchase price for U.S. federal income Tax purposes) determined among the Acquired Assets in accordance with this Section 2.04 the Allocation Methodology (the “Allocation”) subject to Sellers’ review and Exhibit A attached heretoapproval, and Purchaser shall incorporate any changes reasonably requested by Sellers with respect to such Allocation. If Sellers deliver a written objection within 30 days after receipt of the draft Allocation proposed by Pxxxxxxxx, then Purchaser and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt negotiate in good faith to resolve any such objection objection, and, if Sellers and Purchaser cannot resolve such dispute within the 30 days following delivery of Purchaser’s receipt of Sellers’ objections; providedobjection, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally then a nationally recognized independent accounting firm as is agreed mutually acceptable to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer Purchaser and Sellers shall present resolve such dispute, with the costs of such resolution to be allocated by such accounting firm between Purchaser and Sellers based upon the percentage of the aggregate contested amount submitted to such accounting firm that is ultimately awarded to Purchaser, on the one hand, or Sellers on the other hand, such that Purchaser bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Sellers and Sellers bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Purchaser. The Parties and their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and Affiliates shall file all Tax Returns in accordance with such Allocation (including amended returns and claims for refundas finally determined under this Section 9.2) and information reports not take any Tax related action inconsistent with the Allocation, in a manner consistent with such finally determined Allocation Scheduleeach case, unless otherwise required pursuant to applicable law or by a “determination” within the meaning of Section section 1313(a) of the Code (or any similar provision of state or local applicable law)Tax Code.

Allocation of Purchase Price. The Sellers and Buyer agree that as soon as reasonably practicable after the Closing, and prior to allocate the total consideration filing of any Tax Return which includes information related to the transactions contemplated by this Agreement, the Purchase Price (as determined for federal income Tax purposesplus Assumed Liabilities, to the extent properly taken into account under the Code) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) shall be allocated among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Purchase Price Allocation Schedule”) determined in accordance with this Section 2.04 ), the initial draft of which shall be prepared by Buyer and Exhibit A attached heretodelivered by Buyer to the Company (the “Allocation”). The parties acknowledge and agree all tangible personal property is being acquired at net book value, and Sellers shall have 30 days to review and provide any objections thereto in writingas shown on the Latest Balance Sheet. The Sellers and Buyer shall attempt endeavor in good faith to resolve any such objection agree on the Purchase Price Allocation Schedule. If Buyer and Sellers have not agreed on the Purchase Price Allocation Schedule within the 30 60 days following delivery its receipt by the Company, then any disputed matter(s) will be finally and conclusively resolved by the Auditor in accordance with the provisions of Sellers’ objectionsSection 1.4(c) above and such resolution(s) will be reflected on the Purchase Price Allocation Schedule; provided, however, that if in no event shall the parties are unable amount allocated to resolve any dispute with respect items subject to Transfer Tax in the Purchase Price Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is finally agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not or resolved by the parties Auditor) be inconsistent with respect the Sellers’ and Buyer’s agreement pursuant to clause (a) of Section 1.9 hereof. The Sellers and Buyer shall bear their own expenses in the determination preparation and review of the Purchase Price Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of , except that the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 Auditor shall be borne equally by Buyer on the one hand and Sellers on the other hand. The written report delivered by the party whose positions (based on aggregate dollar amount) are furthest from Auditor shall be final, binding and conclusive upon the final determination Company and the Buyer. The Sellers and Buyer shall prepare mutually acceptable and substantially identical IRS Form 8594 “Asset Acquisition Statements Under Section 1060”, the initial form of such disputed items which shall be prepared by Buyer, and any amendments thereto required by the Neutral Accountant. Each party purchase price adjustment in Section 5.7(c) hereof, consistent with the Purchase Price Allocation Schedule which the parties shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect use to report the transactions contemplated by this Agreement to the matters described aboveapplicable Tax Authorities. The Sellers and Buyer and Sellers each agree to complete take no position and file Form 8594 (including any supplemental filing) cause their Affiliates to take no position inconsistent with its applicable U.S. federal income the Allocation for Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedulepurposes, unless otherwise required pursuant to by applicable law Law or a “determination” within unless the meaning of Section 1313(a) other party consents thereto, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that nothing contained herein shall prevent the Sellers or Buyer from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Code (Allocation and neither the Sellers nor Buyer shall be required to litigate before any court any proposed deficiency or adjustment by any similar provision Tax Authority challenging such Allocation. Each of state or local applicable law)the Sellers and Buyer agree to provide the other promptly with any other information required to complete IRS Form 8594.

Allocation of Purchase Price. Sellers and Buyer The Parties agree to allocate the total consideration Upfront Purchase Price (as determined for federal income Tax purposes) paid for the Purchased Assets (including and any Assumed Liabilities other amounts treated as consideration for U.S. federal and applicable state and local income Tax tax purposes) among the Purchased Equity Interests and the Transferred Assets for all Tax purposes (the “Purchase Price Allocation”). The Parties agree to cooperate in good faith to agree on a methodology which shall be used by Sellers to prepare Schedule 2.12, which Schedule will set forth a preliminary valuation with respect to certain Transferred Entities and Transferred Assets listed therein and which Sellers shall deliver to Buyer no later than fifteen (15) days prior to the Principal Closing Date. The Parties agree that such preliminary valuation will be updated in the Purchase Price Allocation as determined pursuant to this Section 2.12. The Purchase Price Allocation shall be determined by the Parties acting in good faith on an arm’s length basis and in accordance with Section 1060 of the Internal Revenue Code and any similar provision of 1986state, as amended local, or non-U.S. Law. Within sixty (60) calendar days after the “Code”)Principal Closing Date, the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) Sapphire shall deliver to Sellers Buyer a draft Purchase Price Allocation with respect to the Preliminary Upfront Purchase Price. Sapphire may deliver to Buyer amended Purchase Price Allocations with respect to (i) the Final Upfront Purchase Price, within 60 sixty (60) calendar days after the Closing Date an allocation schedule (determination of the “Allocation Schedule”) determined Final Upfront Purchaser Price in accordance with this Section 2.04 2.11; and Exhibit A attached hereto(ii) any Earnout Payments, and Sellers shall have within sixty (60) calendar days after payment of any Earnout Payment has been made in accordance with Section 2.17. If within 30 days after Buyer’s receipt of any draft Purchase Price Allocation Buyer has not objected in writing to review and provide any objections thereto such draft Purchase Price Allocation, it shall become final. In the event that Buyer objects in writing. Sellers and Buyer writing within such 30-day period, the Parties shall attempt negotiate in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if dispute. If the parties Parties are unable to resolve any such dispute, such dispute with respect shall be resolved promptly by an Independent Firm (selected pursuant to the Allocation Schedule within such 30 day periodprocess set forth in Section 2.11(e)), either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested servicescosts of which shall be split equally by Sellers, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writingone hand, and Buyer, on the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Scheduleother hand. The resolution determination made by the Neutral Accountant of such matters Independent Firm shall be within final and binding on the range of the amounts claimed by the parties in their written submissions to the Neutral AccountantParties. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and The Parties shall file all their Tax Returns (including and IRS Form 8594, if applicable) on the basis of such Purchase Price Allocation, as it may be amended returns pursuant to this Agreement, and claims no Party shall thereafter take a Tax Return position or any other position for refund) and information reports in a manner consistent applicable Tax purposes that is inconsistent with such finally determined Purchase Price Allocation Schedule, unless otherwise required pursuant to applicable law or a final “determination” within the meaning of as defined in Section 1313(a) of the Code (by a Tax Authority; provided, however, that nothing contained herein shall prevent the Parties from reasonably settling any proposed deficiency or adjustment by any similar provision Tax Authority based upon or arising out of state the Purchase Price Allocation, and the Parties shall not be required to litigate before any court any proposed deficiency or local applicable law)adjustment by any Tax Authority challenging such proposed deficiency or adjustment by any Tax Authority.

Allocation of Purchase Price. Sellers The initial allocation of the Closing Date Payment and Buyer agree to allocate the total consideration Deferred Payments (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes“Closing Date Allocation”) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder being sold by each particular Asset Seller shall be prepared jointly by Seller and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver Purchaser prior to Sellers within 60 days after the Closing Date an allocation schedule (Date. Seller and Purchaser agree to cooperate with each other in the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached heretopreparation of, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt negotiate in good faith to resolve any such objection within dispute with respect to, the 30 days following delivery of Sellers’ objectionsClosing Date Allocation; provided, however, that if in the parties event that Seller and Purchaser cannot reach agreement with respect to the Closing Date Allocation within 30 days prior to the Closing Date, the Designated Accounting Firm with recognized valuation expertise mutually agreed upon by Purchaser and Seller shall prepare the Closing Date Allocation. The costs related to having the Designated Accounting Firm prepare the Closing Date Allocation shall be borne equally by Purchaser and Seller. Not later than 90 days after the Closing Date, Purchaser shall prepare and deliver to Seller an allocation of all amounts treated as purchase price for applicable income tax purposes among the Purchased Assets consistent with applicable Law (the “Asset Level Allocation Statement”). The Asset Level Allocation Statement shall be consistent with the Closing Date Allocation, but shall also contain a methodology for allocation of any Earnout Amounts among the Purchased Assets. Seller and Purchaser shall work in good faith to resolve any disputes relating to the Asset Level Allocation Statement. If Seller and Purchaser are unable to resolve any such dispute, the matters in dispute (but only the matters in dispute) shall be resolved promptly by the Designated Accounting Firm as shall be mutually agreed upon by the Parties, the costs of which shall be borne equally by Purchaser and Seller. The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any Order of, or to settle a dispute with, a Governmental Authority) on any Tax Return or in any audit or examination before any Governmental Authority that is inconsistent with the final Asset Level Allocation Statement (the final Asset Level Allocation Statement being referred to herein as the “Allocation”); provided, however, that nothing in this Section 2.9 shall prevent the Parties or their respective Affiliates from settling, or require any of them to litigate, any challenge, proposed deficiency, adjustment or other similar Proceeding by any Governmental Authority with respect to the Allocation Schedule within such 30 day periodAllocation. Each of Purchaser and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audits, either party may immediately engage Xxxxx Xxxxxxxx LLP (assessments or if Xxxxx Xxxxxxxx LLP refuses or other proceedings challenging the Allocation. If the Closing Date Payment is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items adjusted pursuant to the Neutral Accountant in writingterms of this Agreement, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports adjusted in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of procedures set forth in this Section 1313(a) of the Code (or any similar provision of state or local applicable law)2.9.

Allocation of Purchase Price. (a) No later than forty-five (45) days following the Closing Date, Buyer shall deliver to Sellers and Buyer agree to allocate allocation schedule(s) allocating the total consideration Purchase Price (as determined for federal income Tax purposes) paid for may be adjusted pursuant to the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposesterms of this Agreement) among the Purchased Acquired Assets of each Seller, including the Assumed Liabilities to the extent such Liabilities are required to be treated as part of the purchase price for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”). Such Allocation Schedule shall become final, binding and conclusive upon Sellers and Buyer on the forty-fifth (45th) determined in accordance day following Sellers’ receipt of such statement, unless prior to such forty-fifth (45th) day Sellers deliver to Buyer a written notice disputing such Allocation Schedule that sets forth what Sellers believe represent the appropriate allocation of the Purchase Price and Assumed Liabilities among the Acquired Assets, together with this Section 2.04 and Exhibit A attached heretoreasonably detailed supporting documentation. If Sellers deliver such a dispute notice, then Buyer and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt reasonably cooperate in good faith to resolve any agree upon the appropriate allocation under Section 1060 of the Code during the ten-day period beginning on the date Buyer receives such objection dispute notice. If such an agreement cannot be reached during such ten-day period, then, within ten days thereafter, Buyer, on the 30 days following delivery one hand, and Sellers, on the other hand, shall jointly engage and submit the unresolved dispute to a nationally recognized independent registered public accounting firm appointed by mutual agreement of Buyer and Sellers’ objections; provided, that or, if the parties they are unable to resolve any dispute with respect to agree, selected by the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed itemsBankruptcy Court. Buyer and Sellers shall present use their respective positions on commercially reasonable efforts to cause such firm to issue its written determination regarding the disputed items appropriate allocation under Section 1060 as applicable to the Neutral Accountant in writing, terms of this Agreement within fifteen (15) days after such dispute is submitted. Each Party shall use commercially reasonable efforts to furnish to such firm such work papers and the parties shall require the Neutral Accountant, within 30 days thereafter, acting other documents and information as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedulesuch firm may reasonably request. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party firm shall bear any fees be final, binding and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. conclusive upon Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) absent manifest error. The Allocation Schedule shall be revised in accordance with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) 1060 of the Code (or to appropriately take into account any similar provision of state or local applicable law)additional payments made under this Agreement following the foregoing determination.

Allocation of Purchase Price. Sellers Purchaser shall prepare an allocation of the Purchase Price (and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposesall other capitalized costs) among the Purchased Assets for all Tax purposes in accordance with Code Section 1060 and the Treasury regulations thereunder (and any similar provisions of state, local or foreign Law, as appropriate). Within 15 days of the Internal Revenue Code determination of 1986any adjustments pursuant to Section 3.2(c) or 7.14, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) Purchaser shall deliver to the Sellers such allocation. The Sellers shall within 60 5 days after receipt of such allocation give written notice to Purchaser of their agreement or disagreement with such allocation. If the Sellers object to Purchaser’s allocation, the Sellers shall give Purchaser written notice of the objections and the Sellers and Purchaser shall use Commercially Reasonable Efforts to resolve the differences. If within 30 days after the Closing Date date on which the Sellers have given Purchaser notice of any objections, the parties have not adopted the allocation, any dispute related thereto shall be referred to an allocation schedule accounting firm selected by Purchaser and the Representative (or, if Purchaser and the Representative are unable to agree, an independent accounting firm selected by Purchaser’s and the Sellers’ independent accounting firms) (such firm, the “Accounting Firm”) and resolved within 30 days after such referral. The Accounting Firm’s determination shall be final, binding and conclusive upon Purchaser, the Sellers, and their respective Affiliates. The costs, expenses, and fees of the Accounting Firm shall be borne equally by the parties. The resulting allocation, whether or not objected to by the Sellers or as determined by the Accounting Firm, is referred to as the “Allocation ScheduleAgreement”. Purchaser, each of the Sellers, and their respective Affiliates shall be bound by the Allocation Agreement and shall, as applicable, (a) determined complete and execute a Form 8594 Asset Acquisition Statement under Code Section 1060 promptly upon receipt of such allocation, in a manner consistent with the Allocation Agreement, (b) file a copy of such form with their respective tax returns for the period which includes the Closing, and (c) act in accordance with such allocation in the preparation of all financial statements and filing of all Tax Returns. None of the parties hereto shall take any action or position or cause their Affiliates to take any action or position inconsistent for tax or accounting purposes with the Allocation Agreement prepared in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule3.5, unless otherwise required pursuant to applicable law or a “determination” within by the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)relevant taxing authority.

Allocation of Purchase Price. Sellers and Buyer The parties hereby agree to that they shall allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) Purchase Price among the Purchased Broadcasting Assets for all Tax purposes in accordance with Section 1060 of the Code and the regulations promulgated thereunder. Buyer and Granite will conform to the same allocation of the Purchase Price, and will utilize such allocation consistently for both tax and financial accounting purposes. Buyer and Granite shall cooperate in preparing, on a basis consistent with such allocation, Internal Revenue Code of 1986Form 8594, as amended and shall timely file such form with the Internal Revenue Service. Within forty-five (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested45) shall deliver to Sellers within 60 days after the Closing Date Date, Buyer shall deliver to Granite an initial schedule allocating the Purchase Price among the Broadcasting Assets. Such allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 shall be final and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. binding upon Sellers and Buyer shall attempt in unless within twenty (20) days of receipt thereof Granite gives written notice to Buyer that it does not consent to such allocation, provided, that Granite's consent may not be unreasonably withheld. If Granite notifies Buyer within such 20-day period that it is reasonably withholding its consent, Granite and Buyer will use good faith efforts to resolve any disagreements. If Granite and Buyer cannot thereafter reach agreement on an allocation within thirty (30) days, Buyer and Granite shall cause an appraisal of the Broadcasting Assets to be performed and completed by such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting appraisal firm as is agreed to by Xxxxx Granite and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writingmutually designate, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this such appraisal to be borne equally by Granite and Buyer. Such appraisal shall comply in all respects with the applicable requirements of Section 2.04 1060 of the Code and the regulations promulgated thereunder and shall be borne by binding on the party whose positions (based on aggregate dollar amount) are furthest from parties for the final determination purpose of such disputed items by allocating the Neutral AccountantPurchase Price among the Broadcasting Assets. Each party shall bear If any fees and expenses taxing authority makes or proposes to make an allocation of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports Purchase Price in a manner consistent that differs materially from that described in this Section 2.2.2, the parties each shall have the right, at each such party's election and expense, to contest such taxing authority's determination. In the event of such a contest, the other party agrees to cooperate reasonably with the contesting party but such finally determined Allocation Schedule, unless otherwise other party shall have the right to file such protective claims or take such other actions as may reasonably be required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)protect its interests.

Allocation of Purchase Price. Sellers Within thirty (30) Business Days following the date hereof, Buyer shall prepare and Buyer agree deliver, or cause to allocate be prepared and delivered, to Seller, an allocation of the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) Initial Purchase Price among the Purchased Assets for all Tax purposes in accordance with Section 1060 assets of the Internal Revenue Code of 1986, as amended Company and the Division Entities and the non-competition covenant set forth in Section 5.11 hereof (the “Code”"Allocation"). If, within thirty (30) Business Days of the receipt of the Allocation, Seller notifies Buyer that it disagrees with the Allocation and provides Buyer with a notice setting out in reasonable detail the reasons for its disagreement (the "Allocation Dispute Notice"), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers then Seller and Buyer shall attempt in good faith to resolve any such objection their disagreement within the 30 ten (10) days following delivery Buyer's receipt of Sellers’ objectionsSeller's Allocation Dispute Notice; providedotherwise, that if the parties Allocation shall become the "Final Allocation." If Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day periodtheir disagreement, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items set forth in the Allocation Dispute Notice shall be submitted to the Neutral Accountant Independent Accounting Firm, whose expense shall be borne equally by Seller and Buyer. The Independent Accounting Firm shall determine and report in writingwriting to Seller and Buyer as to its determination of all disputed matters submitted to the Independent Accounting Firm and the effect of such determinations on the Allocation within ten (10) Business Days after such submission, and such determinations shall be final, binding and conclusive as to Seller, Buyer and their respective Affiliates. In resolving any disputed item set forth in the parties shall require Allocation Dispute Notice, the Neutral Accountant, within 30 days thereafterIndependent Accounting Firm, acting in its capacity as an expert and not as an arbitrator: (i) shall limit its review to matters specifically set forth in Buyer's Allocation Dispute Notice as a disputed item (other than those items thereafter resolved by mutual written agreement of Seller and Buyer) and (ii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by any other party in the Allocation prepared by Seller or Buyer's Allocation Dispute Notice delivered pursuant to this Section 6.1(f). Each of Seller and Buyer shall have the right, within five (5) Business Days of submission of any disputed item to the Independent Accounting Firm, to resolve only meet with representatives of the matters objected to by Sellers Independent Accounting Firm and not resolved by the parties with respect present its position as to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by item. In addition, Seller and Buyer shall each furnish to the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys Independent Accounting Firm such work papers and other representatives with respect documents and information relating to the matters described abovedisputed items, as the Independent Accounting Firm may reasonably request. Buyer and Sellers each Seller agree to complete and file Form 8594 (including any supplemental filingi) with its applicable U.S. federal income Tax Returnbe bound by the Final Allocation, and shall file all Tax Returns (including amended returns and claims for refundii) and information reports act in a manner consistent with such finally determined the Final Allocation Schedulefor all purposes, unless including, without limitation, the preparation of financial statements and filing of all Tax Returns and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) take no position, and cause their Affiliates to take no position, inconsistent with the Final Allocation for any purpose, in each case, except as otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)by Law.

Allocation of Purchase Price. Sellers No later than 120 days after the Closing Date, the Seller shall prepare and provide to the Buyer agree to allocate a draft schedule (the total consideration (as determined for federal income Tax purposes“Purchase Price Allocation Schedule”) paid for allocating the Purchased Assets (including final Purchase Price and any Assumed Liabilities other items treated as consideration for U.S. federal income tax purposes among (i) the Equity Interests of Statoil, Caguas, Xxxxxxx, and applicable state Cajuhu, (ii) all of the assets of the Company, and local income Tax purposes(iii) among all of the Purchased Assets for all Tax purposes assets of each Company Subsidiary (other than Statoil, Caguas, Xxxxxxx, and Cajuhu) in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder thereunder. The Buyer shall notify the Seller in writing of any comments to the Purchase Price Allocation Schedule within 15 days of receipt thereof. If the Buyer does not deliver any written notice of objection to the Purchase Price Allocation Schedule within such 15-day period, the Purchase Price Allocation Schedule shall be final, conclusive and binding on the parties. If a written notice of objection is timely delivered to the Seller, then the Seller and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver negotiate in good faith for a period of 20 days to Sellers within 60 days after the Closing Date an allocation schedule resolve such dispute (the “Allocation Dispute Resolution Period”). If, during the Allocation Dispute Resolution Period, the Seller and the Buyer are able to resolve their differences in writing as to any disputed amount, such resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Purchase Price Allocation Schedule”) determined . In the event that the Seller and the Buyer do not resolve all of the items disputed in the Purchase Price Allocation Schedule prior to the end of the Allocation Dispute Resolution Period, the Purchase Price Allocation Schedule shall not be binding on the Buyer and the Seller. If, however, the Purchase Price Allocation Schedule is finalized in accordance with the terms of this Section 2.04 Agreement, such allocation shall be used by the Seller and Exhibit A attached heretothe Buyer as the basis for reporting asset values and other items for purposes of all U.S. federal, state, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; providedlocal (and, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day periodapplicable, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faithnon-U.S.) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writingReturns, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting except as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or by a “determination” within the meaning of (as defined in Section 1313(a) 1313 of the Code (or any similar provision of applicable U.S. state or local applicable lawLaw)) or with the other party’s prior written consent, neither the Seller nor the Buyer, nor any of their respective Affiliates, shall take a position inconsistent with the Purchase Price Allocation Schedule in any Return filed with any Governmental Authority, or in any audit, proceeding, or other Action with respect to Taxes; provided, however, that no party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any Tax examination, audit, claim or similar proceeding or Action as a result of this Section 7.5.

Allocation of Purchase Price. Sellers (a) The Purchase Price shall be allocated (i) between the Phase I Business and Buyer agree the Phase II Business and (ii) to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder each country and the methodology and principles Acquired Companies, in each case, in the manner set forth on Exhibit A attached heretoin Schedule 2.8. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 Within 10 days after the Closing Date date hereof, the Seller will deliver to the Purchaser an allocation schedule statement prepared in a manner consistent with Schedule 2.8 and any applicable requirements of U.S. federal, state or foreign Tax law (the “Allocation ScheduleStatement”) determined ), setting forth the Seller’s calculation of the allocation of the Purchase Price amongst the Purchased Assets and the Acquired Companies. The Seller and the Purchaser agree that the amount allocated to the Owned Real Property associated with the operation of the Business in accordance Germany will be €2,400,000 (converted to U.S. dollars at the Exchange Rate). The Purchaser will review the Allocation Statement and, to the extent the Purchaser disagrees in good faith with this Section 2.04 the content of the Allocation Statement, the Purchaser will inform the Seller of such disagreement in writing within 10 days after receipt of the Allocation Statement. The Seller and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall the Purchaser will attempt in good faith to resolve any such objection within disagreement. If the 30 days following delivery of Sellers’ objections; provided, that if Seller and the parties Purchaser are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in reach a good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions faith agreement on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination content of the Allocation ScheduleStatement within 5 days of the Purchaser’s informing the Seller of such disagreement, the matter shall be submitted to a mutually acceptable accounting firm whose determination shall be binding on the parties. The resolution by the Neutral Accountant costs of such matters arbitration shall be within shared equally. The Purchaser and the range Seller will report the allocation of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports Purchase Price in a manner consistent with such the Allocation Statement (or portion thereof) as finally agreed or determined Allocation Schedule, unless otherwise required pursuant to applicable law this Section 2.8(a) and 25 will act in accordance with the Allocation Statement in the preparation and filing of all Tax Returns and for all other Tax, financial accounting or a “determination” within Tax litigation or investigation purposes. (b) The Purchaser and the meaning Seller will promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 1313(a) of 2.8 and agree to consult with and keep each other informed with respect to the Code (status of, and any discussion, proposal or any similar provision of state or local applicable law).submission with respect to, such challenge. Section 2.9

Allocation of Purchase Price. Sellers Buyer and Buyer Seller agree to allocate that the total consideration Purchase Price (as adjusted) and the Assumed Liabilities (plus other relevant items for income Tax purposes) as finally determined pursuant to Section 3.4, shall be allocated among the Acquired Assets for all purposes (the “Purchase Price Allocation”) in accordance with the methodology set forth on Section 3.6 of the Disclosure Letter (the “Allocation Methodology”). Buyer and Seller acknowledge and agree that the Allocation Methodology has been prepared in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder. Within one hundred twenty (120) days following the determination of the Final Working Capital, Buyer shall deliver to Seller the draft Purchase Price Allocation allocating the Purchase Price and all other items treated as consideration for federal income Tax purposes) paid for the Purchased Assets (, including any adjustments thereto and the Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) Liabilities, among the Purchased Acquired Assets for all Tax purposes in accordance with Section 1060 the Allocation Methodology. Within twenty (20) days of Seller’s receipt of such draft Purchase Price Allocation, Seller shall provide any objection in writing to Buyer with a written explanation setting forth in reasonable detail the Internal Revenue Code of 1986basis for any proposed changes (“Allocation Objection”). If Seller does not provide Buyer with an Allocation Objection within such 20-day period, as amended the Purchase Price Allocation shall become final and binding on the Parties (the “CodeFinal Allocation”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. If Seller delivers an Allocation Objection to Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 the foregoing within such 20–day period, Buyer and Exhibit A attached hereto, and Sellers Seller shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt negotiate in good faith to resolve any dispute within twenty (20) days after Buyer’s receipt of the Allocation Objection. If the Parties are able to reach a mutually satisfactory agreement as to any proposed changes, the Purchase Price Allocation shall be modified to reflect such objection within agreed changes and become the 30 days following delivery of Sellers’ objections; provided, that if Final Allocation. In the parties event Buyer and Seller are unable to resolve any dispute with respect to the Allocation Schedule within such 30 20-day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform Buyer and Seller shall jointly request the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) Accounting Arbitrator to resolve any issue in dispute. The Accounting Arbitrator shall resolve such issues in accordance with the remaining disputed items. Buyer Allocation Methodology and Sellers shall present their respective positions on Section 1060 of the disputed items to the Neutral Accountant in writing, Code and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Scheduleapplicable Treasury Regulations thereunder. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of payable to the Neutral Accountant in connection with any dispute under Accounting Arbitrator shall be split equally between Buyer and Seller. The Final Allocation (as finally determined pursuant to this Section 2.04 3.6) shall be borne by binding upon the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral AccountantParties for federal, state, foreign and local Tax purposes. Each party Party agrees that it shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Returnfile, and shall file all cause its Affiliates to file, their Tax Returns (including amended returns and claims for refundIRS Form 8594) in a manner entirely consistent with the Final Allocation and information reports no Party shall voluntarily take a position inconsistent with the Final Allocation and no Party shall agree to any proposed adjustment to the Final Allocation by any Governmental Entity without first giving Buyer (in the case of an agreement by Seller) or Seller (in the case of an agreement by Buyer) prior written notice; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the Final Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Entity challenging such Final Allocation. If there is an increase or decrease in the consideration within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B) after the Parties have filed the initial IRS Form 8594, the Parties shall revise the Final Allocation in a manner consistent with such finally determined the Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Methodology and Section 1313(a) 1060 of the Code and the applicable Treasury Regulations thereunder and such revised allocation shall become the Final Allocation for purposes of this Agreement. Except as otherwise set forth in this Section 3.6, the Parties agree not to take any position, in connection with any Tax Return, audit or similar Proceeding related to Taxes, that is inconsistent with the Final Allocation (or any similar provision of state or local applicable lawas finally prepared pursuant to this Section 3.6).

Allocation of Purchase Price. Sellers The Buyer and Buyer the Seller agree to allocate the total consideration (as determined for federal income Tax purposes) purchase price to be paid for by the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes Buyer in accordance with the rules under Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder thereunder. Such allocation shall be based on the fair market value of the Assets. The Buyer agrees to provide the Seller with a schedule allocating the purchase price among the Assets and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers a properly completed Internal Revenue Service Form 8594 within 60 days after the Closing Date an allocation schedule (but in no event later than 90 days before the “Allocation Schedule”) determined due date, including extensions, for the consolidated federal income tax return that includes the Seller for the taxable year including the Closing Date. If the Seller objects to any items reflected on such schedule, the Seller shall notify the Buyer of such objection and its reasons for objecting, in accordance with this Section 2.04 which case the Buyer and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer the Seller shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed itemsdisagreement. If the Buyer and Sellers the Seller cannot resolve the disagreement, the allocation shall present their respective positions on be determined by a nationally recognized independent appraiser selected by the disputed items Buyer and reasonably acceptable to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation ScheduleSeller. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 such appraiser shall be borne equally by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each the Seller. The Seller and the Buyer agree to complete act in accordance with the computations and file Form 8594 allocations contained in the schedule as finally agreed or determined by such independent appraiser (including any supplemental filingmodifications thereto reflecting any post-closing adjustments) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns in any relevant tax returns or similar filings (including amended returns and claims for refund) and information any forms or reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required to be filed pursuant to applicable law or a “determination” within the meaning of Section 1313(a) 1060 of the Code or the Treasury Regulations promulgated thereunder (or any similar provision of state or local “1060 Forms”)) and to file such 1060 Forms in the manner required by applicable law). The Seller and the Buyer will promptly notify each other in accordance with Section 13.4 of this Agreement of any challenge by any tax authority to such computations or allocations.

Allocation of Purchase Price. Sellers The Purchase Price and Buyer agree to allocate Liabilities of the total consideration Company (as determined plus other relevant items) shall be allocated among the assets of the Company for federal income Tax purposes) paid for the Purchased Assets all purposes (including any Assumed Liabilities treated Tax and financial accounting) as consideration for federal and applicable state and local income Tax purposes) among shown on the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Buyer and delivered to Seller within thirty (30) determined days following the Closing Date. If the Seller does not notify Buyer, in accordance with this Section 2.04 and Exhibit A attached heretowriting within thirty (30) days of receipt of the Allocation Schedule, and Sellers that it objects to one or more items reflected therein, then the Seller shall be deemed to have 30 accepted the Allocation Schedule. If the Seller notifies Buyer, in writing within thirty (30) days of receipt of the Allocation Schedule, that it objects to review and provide any objections thereto one or more items reflected in writing. Sellers the Allocation Schedule, Seller and Buyer shall attempt negotiate in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objectionsdispute; provided, however, that if the parties they are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP thirty (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services30) days following Buyer’s receipt of Seller’s notice of objection, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers dispute shall present their respective positions on the disputed items be submitted to the Neutral Accountant in writingIndependent Auditor for resolution as a tax expert and not an arbiter, and the parties shall require use reasonable efforts to cause the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, Independent Auditor to resolve only the matters objected disagreements within thirty (30) days. The Allocation Schedule, as accepted or agreed to by Sellers and not resolved by the parties with respect to or finally determined by the determination of Independent Auditor, shall be binding on Seller, Buyer, and the Allocation ScheduleCompany. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 Independent Auditor shall be borne half by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items Seller and half by the Neutral AccountantBuyer. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and The parties shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined the Allocation Schedule, unless otherwise required . Any adjustments to the Purchase Price pursuant to applicable law or this Agreement shall be allocated in a “determination” within manner consistent with the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Allocation Schedule.

Allocation of Purchase Price. Sellers and Within ninety (90) days after the Closing Date, Buyer agree shall deliver to allocate Seller a schedule allocating the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets Purchase Price (including any Assumed Liabilities assumed by Buyer that are treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes assets of the Company and the Subsidiary in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide ). If Seller has any objections thereto to the Allocation Schedule, Seller will deliver to Buyer an Objections Statement setting forth its objections thereto, which statement will identify in writingreasonable detail the Disputed Items. Sellers If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Allocation Schedule, the Allocation Schedule as prepared by Buyer will be final, binding and non-appealable by the parties. Seller and Buyer shall attempt will negotiate in good faith to resolve any such objection the Disputed Items, but if they do not reach a final resolution within thirty (30) days after the 30 days following delivery of Sellers’ objections; providedthe Objections Statement to Buyer, that if Seller or Buyer may submit, within ten (10) days after the expiration of the 30-day period and with a copy of such submission to the other party, any unresolved Disputed Items to the Accounting Firm. In the event the parties are unable submit any unresolved Disputed Items to resolve any dispute the Accounting Firm, each party will submit an Allocation Schedule (which in the case of each party may be an Allocation Schedule that, with respect to the Allocation Schedule within such 30 day periodunresolved Disputed Items (but not, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform for the requested servicesavoidance of doubt, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to any other items), is different than the Allocation Schedule initially submitted to Seller, or the Objections Statement delivered to Buyer, as applicable) together with such supporting documentation as it deems appropriate, to the Accounting Firm, with a copy to the other party, within thirty (30) days after the date on which such unresolved Disputed Items were submitted to the Accounting Firm for resolution. Seller and Buyer will each be entitled to meet with the Accounting Firm and will use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in any event within thirty (30) days after the date on which the Accounting Firm receives the Allocation Schedules prepared by Seller and Buyer. The Accounting Firm shall review only the unresolved Disputed Items and will resolve such items by issuing a written ruling, which shall include a revised Allocation Schedule prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (provided that the Accounting Firm’s resolution of each unresolved Disputed Item shall consist of the determination of an appropriate value for each such item, which value shall be equal to one of, or between, the values proposed in the Allocation ScheduleSchedules submitted by Buyer and Seller to the Accounting Firm). Seller and Buyer will use their respective commercially reasonable efforts to cause the Accounting Firm to notify them in writing of its resolution of such dispute as soon as practicable. The resolution Allocation Schedule rendered by the Neutral Accountant Accounting Firm will be final, binding and non-appealable by the parties. Each party will bear its own costs and expenses in connection with the resolution of such matters dispute by the Accounting Firm. Buyer shall be within the range bear a portion of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees costs and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne Accounting Firm determined by multiplying the total such costs and expenses by a fraction, the numerator of which is equal to the aggregate dollar amount of the unresolved Disputed Items submitted to the Accounting Firm that are resolved by the party whose positions (based on Accounting Firm in Seller’s favor, and the denominator of which is the aggregate dollar amountamount of such unresolved Disputed Items. Seller shall bear the balance of such costs and expenses. Once the Allocation Schedule has been finalized, Seller (and its Affiliates) are furthest from and Buyer (and its Affiliates) shall not take any position inconsistent with the final determination of such disputed items by the Neutral Accountant. Each party shall bear Allocation Schedule on any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law Return or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)otherwise.

Allocation of Purchase Price. Sellers and Buyer agree to allocate (a) (i) The Purchase Price, including the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities and any other items that are treated as consideration purchase price for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “CodeTax Purchase Price”), shall be allocated among the Treasury Regulations promulgated thereunder Transferred Assets, the equity interests of the U.S. Company and the methodology equity interests of the Chinese Company, and principles set forth (ii) the amount allocated to the Transferred Assets shall be further allocated to each Asset Selling Entity, in each case, as shown on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requestedSection 2.10(a) shall deliver to Sellers within 60 days after of the Closing Date an allocation schedule Seller Disclosure Schedule (the “Allocation SchedulePurchase Price Allocation”) determined in accordance ). If the aggregate amount allocated with this Section 2.04 and Exhibit A attached heretorespect to the Transferred Assets with respect to any Asset Selling Entity is required under local Law to be further allocated among the Transferred Assets for any Tax purpose, and Sellers shall have 30 days the parties will reasonably cooperate to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any agree on such objection within the 30 days following delivery of Sellers’ objectionsallocation; provided, that if the parties an agreement on allocation is required in order to make any Tax filing, and Seller and Purchaser are unable to resolve any dispute within a fifteen (15) day period prior to the due date of such filing, the dispute shall be submitted to the Independent Accounting Firm for resolution. The resolution of the disputes with respect to such allocation to be resolved by the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers Independent Accounting Firm shall present their respective positions on the disputed items be limited to the Neutral Accountant in writingposition taken by either Seller or Purchaser, and the parties shall require Independent Accounting Firm is not to make any other determination, including any determination as to whether such allocation complies with applicable Law or any accounting standards or principles. The determination of the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties Independent Accounting Firm with respect to any such allocation shall be final, conclusive and binding on the determination of the Allocation Scheduleparties hereto absent manifest error. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection Independent Accounting Firm with any dispute under respect to this Section 2.04 2.10(a) shall be borne by Purchaser and Seller as described in Section 2.6(d), mutatis mutandis. For the avoidance of doubt, if agreement with respect to any jurisdiction is not required by Law, then the parties may (but are not required to) agree upon such further allocation and if not agreement is reached, then each party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of may take its own accountants, attorneys and other representatives position with respect to the matters described above. Buyer and Sellers each agree allocation with respect to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)jurisdiction.

Allocation of Purchase Price. Buyer and the applicable Seller shall endeavor in good faith to agree on the allocation of the Xxxxxx’x Sellers and Buyer agree to allocate Purchase Price or the total consideration Caesars Sellers Purchase Price, as the case may be (as determined for federal income Tax tax purposes) paid for the Purchased Assets (, including any Assumed Liabilities assumed liabilities that are required to be treated as consideration part of the purchase price for federal and applicable state and local income Tax tax purposes) among the Purchased Assets to be sold by any such Seller (and any other assets that are considered to be acquired for all Tax purposes federal income tax purposes) on or prior to the Closing Date in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended and the Treasury Regulations thereunder and applicable State Law (the “CodePurchase Price Allocation”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers such Seller within 60 five (5) business days after the Closing Determination Date a Purchase Price Allocation (“Buyer’s Allocation”). Such Seller shall accept and agree to Buyer’s Allocation unless such Seller, acting in good faith, objects to Buyer’s Allocation, in which case such Seller shall, within fifteen (15) business days after receipt of Buyer’s Allocation, deliver written notice to Buyer of such objection. Such notice shall specify in reasonable detail the items in Buyer’s Allocation to which such 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, then the disputed matter(s) will be finally and conclusively resolved by an allocation schedule independent accounting firm of recognized national standing with no existing relationship with either party that is mutually selected by Buyer and such Seller (the “Allocation ScheduleAuditor”) determined in accordance with this Section 2.04 and Exhibit A attached heretoas promptly as practicable, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faithresolution(s) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions will be reflected on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation SchedulePurchase Price Allocation. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 Auditor shall be borne equally by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of Buyer and such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described aboveSeller. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filinga) be bound by the Purchase Price Allocation, (b) act in accordance with its applicable U.S. federal income Tax Return, and shall file the Purchase Price Allocation in the filing of all Tax Returns (including including, without limitation, filing IRS Form 8594 (and any supplemental or amended returns and claims Form 8594) with their United States federal income Tax Return for refundthe taxable year that includes the Closing Date) and information reports in a manner consistent the course of any Tax audit, Tax review or Tax litigation relating thereto, and (c) take no position and cause its Affiliates to take no position inconsistent with such finally determined the Purchase Price Allocation Schedulefor Tax purposes, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Code.

Allocation of Purchase Price. Buyer, the Company, the Sellers and Buyer each of their Affiliates agree to allocate that the total consideration Purchase Price and the liabilities of the Company (as determined for federal income Tax purposesplus other relevant items) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) will be allocated among the Purchased Assets assets of the Company for all income Tax purposes in accordance with Section 1060 or Section 755 of the Internal Revenue Code of 1986, (as amended (the “Code”), applicable) and the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached heretothereunder. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within No later than 60 days after the Closing Date, Buyer shall deliver to the Sellers a preliminary allocation of the Purchase Price and the liabilities of the Company (and all other relevant items) to the assets of the Company as of the Closing Date an allocation schedule (the “Allocation ScheduleDraft Purchase Price Allocation”) determined in accordance ), together with this Section 2.04 detailed supporting calculations and Exhibit A attached hereto, and such other materials with respect thereto as the Sellers shall have reasonably request. If the Sellers do not object to the Draft Purchase Price Allocation within 30 days of receipt thereof, the Draft Purchase Price Allocation shall become final and binding on the Parties and shall be referred to review herein as the “Purchase Price Allocation”. Any objection to the Draft Purchase Price Allocation shall be made in writing to Buyer and provide any objections thereto shall set forth the basis for such objection in writingreasonable detail. If Sellers object to the Draft Purchase Price Allocation, then Buyer and Buyer the Sellers shall attempt negotiate in good faith to resolve promptly any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed itemsobjection. If Buyer and the Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, do not obtain a final resolution within 30 days thereafterafter Buyer has received the statement of objections, acting as an expert and not an arbitrator, to the Independent Accountant shall resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Scheduleany objections. The resolution of the disputed issue(s) by the Neutral Independent Accountant of such matters shall be within set forth in writing and shall be conclusive and binding upon the range of the amounts claimed by the parties in their written submissions to the Neutral AccountantParties. All of the The fees and expenses of the Neutral Independent Accountant that are incurred in connection with any dispute resolving objections under this Section 2.04 6.8(h) shall be borne 50% by Buyer and 50% by the party whose positions Sellers (based in accordance with their respective Pro-Rata Percentages). The Purchase Price Allocation, as finally determined hereunder, shall be binding on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees all Parties for all purposes, and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and the Sellers each agree to complete prepare and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in on a manner basis consistent with such finally determined Allocation Schedulethe Purchase Price Allocation, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local by an applicable law). The Parties agree to cooperate in good faith to update the Purchase Price Allocation to account for any adjustments to the Purchase Price that may occur after the Closing Date.

Allocation of Purchase Price. Sellers The Purchase Price and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities other amounts properly treated as consideration for U.S. federal and applicable state and local income Tax purposes) tax purposes shall be allocated among the Purchased Timco Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder and thereunder. On or prior to the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 date that is 120 days after the Closing Date an Date, Buyer will provide the Sellers with Buyer’s proposed allocation schedule (of the “Allocation Schedule”) determined Purchase Price and any other amounts properly treated as consideration for U.S. federal income tax purposes in accordance with this Section 2.04 the preceding sentence. Within 45 days after the date of delivery of such allocation to the Sellers, the Sellers will propose to Buyer any changes to such allocation in writing or otherwise will be deemed to have agreed with such allocation upon the expiration of such 45-day period. Buyer and Exhibit A attached hereto, and the Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt will cooperate in good faith to resolve mutually agree upon such allocation and will reduce such agreement to writing (as agreed upon, the “Purchase Price Allocation”). The Purchase Price Allocation will be revised to take into account any such objection within subsequent adjustments to the 30 days following delivery Purchase Price, including any adjustment pursuant to Article III, or any other amounts properly treated as consideration for U.S. federal income tax purposes, in the manner provided by Section 1060 of Sellers’ objections; provided, that if the parties are unable to resolve Code and the Treasury Regulations thereunder. The Parties will file timely any dispute forms and statements required under U.S. federal or state income Tax laws (including IRS Form 8594) consistent the Purchase Price Allocation. The Parties will not file any Tax Return or otherwise take any position with respect to Taxes which is inconsistent with the Allocation Schedule within such 30 day periodPurchase Price Allocation, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm except as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to by applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Legal Requirements.

Allocation of Purchase Price. Sellers Within sixty (60) days after the Acquisition Closing Date, NPC shall deliver to Great Basin for its review and Buyer agree to allocate approval a draft allocation of the total consideration NPC Purchase Price and SPPC Purchase Price (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposesall other capitalized costs) among the Purchased Assets for all Tax purposes ON Line assets (based on the final Cost Detail Statement and the Cost Detail Reconciliation Statement) and in accordance with Section section 1060 of the Internal Revenue Code (and treasury regulations thereunder) and any similar provisions of 1986Applicable Law. Within twenty (20) Business Days after its receipt of NPC’s draft allocation of the NPC Purchase Price and SPPC Purchase Price, as amended Great Basin shall propose to NPC any changes thereto or otherwise NPC’s draft allocation shall be deemed to have agreed thereto. If Great Basin proposes changes to NPC’s proposed allocation of the NPC Purchase Price or SPPC Purchase Price within such twenty (the “Code”)20) Business Day period described above, the Treasury Regulations promulgated thereunder NPC and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) Great Basin shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt cooperate in good faith to resolve any mutually agree upon a revised allocation as soon as practicable (such objection within allocation of the 30 days following delivery of Sellers’ objections; providedNPC Purchase Price and the SPPC Purchase Price, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is finally agreed to by Xxxxx and Sellers in good faith) (the Parties, the “Neutral AccountantAllocation”). If the Parties cannot agree upon the legal basis on which NPC has made the Allocation within sixty (60) days after delivery of such proposed changes (if any), NPC shall secure a legal opinion of a nationally recognized tax counsel that the basis on which NPC made such proposed Allocation is more likely than not correct. If NPC secures such opinion, then the Allocation shall be made on the legal basis proposed by NPC, and Great Basin shall pay all reasonable costs associated with such legal opinion. If NPC fails to secure such opinion, then NPC shall be responsible for the costs of such opinion, and Great Basin shall then secure a legal opinion of a nationally recognized tax counsel that the basis on which Great Basin made such proposed Allocation is more likely than not correct. If Great Basin secures such opinion, then the Allocation shall be made on the legal basis proposed by Great Basin, and NPC shall pay all reasonable costs associated with such legal opinion. If Great Basin fails to secure such opinion, then Great Basin shall be responsible for the costs of such opinion, and then the Parties shall work together to secure a tax opinion that supports a proposed Allocation. If the Parties cannot agree upon the valuations in the Allocation within thirty (30) days after delivery of such proposed changes (if any), the Parties shall mutually select the Independent Auditor or another external auditor or appraiser, as determined based on the nature of the valuation dispute, which shall be instructed to resolve such disagreement within thirty (30) days after such disagreement is submitted to it for resolution and shall notify Great Basin and NPC in writing of its resolution. Such auditor’s or appraiser’s resolution of the remaining disputed items. Buyer disagreement shall be final and Sellers shall present their respective positions binding on the disputed items to the Neutral Accountant in writingParties. Each Party shall, and the parties each Party shall require the Neutral AccountantTransmission Use and Capacity Exchange Agreement Privileged and Confidential cause their Affiliates to, within 30 days thereafterreport, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Returnact, and shall file all Tax Returns (including amended returns and claims for refund) and information returns, forms or reports in a manner all respects and for all purposes consistent with such finally determined the Allocation. No Party shall take any position (whether in audit, Tax returns, or otherwise or with any Governmental Authority) that is inconsistent with the Allocation Schedule, unless otherwise required pursuant to applicable law except as may be adjusted by subsequent written agreement following an audit by the Internal Revenue Service or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)by court decision.

Allocation of Purchase Price. Sellers and Buyer agree to allocate The Purchase Price (taking into account any adjustments thereto), plus the total consideration (as determined amount of the Assumed Liabilities included in the amount realized on the sale of the Acquired Assets for United States federal income Tax tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) , shall be allocated among the Purchased Acquired Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code (or any comparable provision of 1986state, as amended (local or foreign Legal Requirements). The parties have tentatively agreed to the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles allocation set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule Schedule 2.5 (the “Allocation Schedule”); provided that Seller and Buyer acknowledge and agree that (a) determined in accordance Buyer will retain a nationally recognized independent licensed appraiser (the “Appraiser”) to value the individual assets comprising the Acquired Assets (such valuation, the “Appraisal”) and (b) Buyer shall not be bound by the Allocation Schedule to the extent it is inconsistent with this Section 2.04 and Exhibit A attached heretothe Appraisal. Seller shall reasonably cooperate with the appraisal process, including responding to any reasonable requests for information from the Appraiser, and Sellers shall have 30 days be entitled to receive, review and provide any objections thereto in writingrespond to draft reports prior to completion of the Appraisal. Sellers and Buyer shall attempt direct the Appraiser to consider in good faith to resolve any such objection within comments of Seller on any draft reports, provided the 30 days following delivery of Sellers’ objections; provided, that if Appraiser shall retain the parties are unable to resolve any dispute ultimate discretion and authority with respect to the Appraisal. Buyer shall deliver a copy of the Appraisal to Seller upon completion. Buyer, Seller, Shareholder and their respective Affiliates shall report the purchase and sale of the Acquired Assets on all relevant Tax Returns, including IRS Form 8594 and any amendments thereto, consistent with the Allocation Schedule within such 30 day periodunless the allocation is inconsistent with the Appraisal, either party in which case, Buyer shall file its Tax Returns consistent with the Appraisal and Seller may immediately engage Xxxxx Xxxxxxxx LLP file its Tax Returns consistent with the Allocation Schedule or the Appraisal. Neither Buyer nor Seller shall take any position (whether in audits, Tax Returns or if Xxxxx Xxxxxxxx LLP refuses or otherwise) that is unable to perform inconsistent with the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present allocation reported on their respective positions on the disputed items Tax Returns unless required to the Neutral Accountant in writingdo so by Legal Requirements; provided, and the parties however, that nothing contained herein shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to prevent Buyer or Seller from settling any proposed deficiency or adjustment by Sellers and not resolved by the parties with respect to the determination any Taxing Authority based upon or arising out of the Allocation Schedule. The resolution by Schedule or the Neutral Accountant of such matters Appraisal and neither Buyer nor Seller shall be within required to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging the range of Allocation Schedule or the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Appraisal.

Allocation of Purchase Price. Sellers As soon as practicable after the applicable party has received any adjustment pursuant to Section 2.2(d), Seller shall provide to Purchaser for Purchaser’s review and Buyer agree approval a proposed allocation of the Business Purchase Price, as adjusted pursuant to allocate Section 2.2, among the total consideration various classes of Purchased Assets prepared in accordance with applicable Law and subject to completion of necessary third-party valuations, which shall commence promptly after the Closing Date. As soon as practicable after the Closing, Seller shall provide to Purchaser for Purchaser’s review and approval a proposed allocation of the purchase price for the Transferred Real Property under the Real Property Purchase Agreement among the land, buildings and structures, and other items. Purchaser shall (as determined for federal income Tax purposesa) paid for promptly after receipt of Seller’s proposed valuations, provide such proposed valuations to Purchaser’s and Parent’s auditors and representatives who conduct third-party valuations of the Purchased Assets and the Transferred Real Property (including any Assumed Liabilities treated as applicable), for their consideration in determining the final allocation of the Business Purchase Price as adjusted pursuant to Section 2.2 and the purchase price for federal the Transferred Real Property (as applicable), and applicable state and local income Tax purposes(b) among in the event that such auditors or representatives disagree with Seller’s proposed valuations of the Transferred Real Property or certain classes of Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, (as amended (the “Code”applicable), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver afford Seller reasonable opportunity to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached heretodiscuss such differences with, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested servicesinformation to, such other regionally recognized independent accounting firm as is agreed auditors or representatives. Each of Purchaser and Seller shall (i) timely file all forms and Tax Returns required to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant filed in connection with such final allocations, (ii) be bound by such final allocations for purposes of determining Taxes, (iii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with such final allocations and (iv) take no position, and cause its Affiliates to take no position, inconsistent with such final allocations on any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims in any audit or proceeding before any taxing authority, in any report made for refund) and information reports in a manner consistent with such finally Tax, financial accounting or any other purposes, or otherwise. In the event that any of the purchase price allocations determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within this Section 2.3 are disputed by any taxing authority, the meaning party receiving notice of Section 1313(a) such dispute shall promptly notify the other party hereto concerning the existence and resolution of the Code (or any similar provision of state or local applicable law)such dispute.

Allocation of Purchase Price. Sellers Parent and Buyer Company agree to allocate that the total consideration (as determined for federal income Tax purposes) paid for Consideration shall be allocated among the Purchased Assets (including any Assumed Liabilities treated as consideration which for federal this purpose shall include the assets of the Acquired Entities and applicable state and local income Tax purposesthe Center Entities) among the Purchased Assets for all Tax purposes in accordance with GAAP and Section 1060 of the Internal Revenue Code and the Treasury Regulations thereunder (and any similar provision of 1986state, local or foreign law, as amended appropriate) (the “CodeAllocation”). To the extent consistent with GAAP and applicable Legal Requirements, Parent shall allocate at least $107,674,000 of the Consideration to the capital assets (including goodwill) included in the Assets. Parent shall prepare and deliver to the Company its good faith determination of the Allocation. The Company shall have the right to object to the Allocation by delivering an Objection Notice to Parent of any objections that the Company may have to the Allocation within 30 days after delivery of the Allocation by Parent. Such Objection Notice will set forth in reasonable detail the nature and basis of such objection. The failure of the Company to deliver such Objection Notice within the prescribed time period will constitute the Company’s acceptance of the Allocation as determined by Parent. Upon receipt of the Allocation, the Treasury Regulations promulgated thereunder Company and its representatives will be given reasonable access, during normal business hours, to all of Parent’s books and records (including working papers, schedules and calculations) reasonably relating to the preparation of the Allocation. The Company and its representatives may make inquiries of Parent and its respective representatives and employees regarding questions concerning or disagreements with the Allocation arising in the course of their review thereof, and Parent will use reasonable efforts to cooperate in good faith with and respond to such inquiries. Upon receipt of the Objection Notice within such 30-day period, Parent and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall Company will attempt in good faith to resolve any such objection within dispute regarding the 30 days following delivery of Sellers’ objections; provided, that if Allocation. If Parent and the parties Company are unable to resolve any dispute disagreement with respect to the Allocation Schedule within 15 days following Parent’s receipt of the Objection Notice, then such 30 day perioddispute will be submitted to an Arbitrating Accountant. If Parent and the Company cannot agree upon the Arbitrating Accountant, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform Parent and the requested services, such other regionally recognized independent Company shall each select one accounting firm as is agreed and those accounting firms shall select the Arbitrating Accountant. The Arbitrating Accountant will be instructed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) send to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, Parent and the parties shall require Company, within 15 days of the Neutral date on which such dispute is referred to such Arbitrating Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve its determination of only the specific matters objected to by Sellers and not resolved remaining in dispute which calculation will be based solely on written presentations made by the parties and in accordance with this Agreement, and not on the basis of an independent review, and with respect to each individual item will be at or between the determination of determinations prepared by Parent and the Allocation ScheduleCompany. The resolution parties shall promptly comply with all reasonable requests by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral AccountantArbitrating Accountants for information, book, records and similar items. All of the The fees and expenses of the Neutral Arbitrating Accountant in connection with any dispute under will be allocated equally between Parent and the Company. The Allocation, as determined pursuant to this Section 2.04 1.13, shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees binding upon Parent and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax ReturnCompany, and Parent and Company shall file report the transactions contemplated hereby on all Tax Returns (including amended returns and claims for refund) and information reports tax returns, including, but not limited to Form 8594, in a manner consistent with such finally determined Allocation Schedulethe Allocation, unless otherwise required pursuant reporting the transaction consistent with the Allocation determined by the Arbitrating Accountant, if applicable, would result in Parent’s independent auditors issuing a qualified opinion with respect to applicable law Parent’s audited financial statements and, in such event, Parent and the Company shall each report the transactions contemplated hereby in the manner it deems appropriate. If it becomes necessary or a “determination” within appropriate to amend the meaning of Section 1313(a) final Allocation and any tax returns which incorporate such Allocation, Parent and the Company shall cooperate with each other in good faith to agree on an amendment to the Allocation and shall file any necessary amendments to tax returns to reflect such amendment. If, contrary to the intent of the Code parties hereto as expressed in this Section 1.13, any taxing authority makes or proposes an allocation different from the Allocation determined under this Section 1.13, Parent and Company shall cooperate with each other in good faith to contest such taxing authority’s allocation (or any similar provision of state proposed allocation); provided, however, that, after consultation with the party (or local applicable lawparties) adversely affected by such allocation (or proposed allocation), the party (or parties) hereto may file such protective claims to tax returns as may be reasonably required to protect its (or their) interests.

Allocation of Purchase Price. Sellers and Within sixty (60) calendar days of the Closing, Buyer agree shall provide to allocate the total consideration (as determined for federal income Tax purposes) paid TDY a schedule which will provide for the Purchased Assets (including any allocation of the Preliminary Purchase Price and the Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Shares, the Transferred Assets for all Tax purposes and the Tungsten Materials IP assigned pursuant to the IP Assignment Agreements, in accordance a manner consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). The Purchase Price Allocation shall attribute such allocated amounts to TDY and the methodology Share Sellers based on their ownership of the Shares, the Transferred Assets and principles the Tungsten Materials IP assigned pursuant to the IP Assignment Agreement on the date of this Agreement, which ownership allocation is set forth on Exhibit A attached heretoSection 2.4 of the Seller’s Disclosure Schedule. The Purchase Price Allocation shall be subject to the review and consent of TDY. If TDY does not object to the Purchase Price Allocation by written notice to Buyer within thirty (with Sellers’ cooperation as reasonably requested30) Business Days after receipt, then the Purchase Price Allocation shall deliver be deemed to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 have been accepted and Exhibit A attached heretoagreed upon, and Sellers final and conclusive, for all purposes of this Agreement. If TDY objects to the Purchase Price Allocation, it shall have 30 days to review notify Buyer in writing of its objection within thirty (30) Business Days after receipt by Buyer of the Purchase Price Allocation and provide any objections thereto shall set forth in writing. Sellers such written notice the disputed item or items and the basis for its objection, and TDY and Buyer shall attempt act in good faith to resolve any such objection dispute for a period of fifteen (15) Business Days thereafter. If, within the 30 days following fifteen (15) Business Days of TDY’s delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect a valid written notice of objection to the Allocation Schedule within such 30 day periodPurchase Price Allocation, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on TDY have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to the Neutral Accountant in writingAccounting Firm, and whose determination shall be binding upon the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Scheduleparties. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant Accounting Firm in connection with the resolution of any dispute under this Section 2.04 2.4 shall be borne paid fifty percent (50%) by the party whose positions TDY and fifty percent (based on aggregate dollar amount50%) are furthest from the final determination of such disputed items by the Neutral AccountantBuyer. Each party If necessary, Buyer shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect make appropriate adjustments to the matters described abovePurchase Price Allocation to reflect the difference, if any, between the Preliminary Purchase Price and the Final Purchase Price as determined pursuant to Section 2.3. Buyer and Sellers each agree to complete and file Form 8594 The parties shall (including any supplemental filingi) with its applicable U.S. federal income Tax Return, and shall timely file all Tax Returns (including amended returns United States Internal Revenue Service Form 8594 and claims for refundany supplemental filings to reflect any revisions to the Purchase Price Allocation) required to be filed in connection with the Purchase Price Allocation, and information reports (ii) prepare and file all Tax Returns and determine all Taxes in a manner consistent with such finally determined the Purchase Price Allocation. Each of the parties shall notify the other if it receives notice that any Tax Authority proposes any allocation different from that set forth on the Purchase Price Allocation. No party shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with the Purchase Price Allocation Schedule, unless otherwise required (as adjusted as a consequence of any adjustments to the Purchase Price pursuant to Section 2.3) unless required to do so under GAAP or applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Law.

Allocation of Purchase Price. Sellers Parent/HS and Buyer JVP agree that the portion of the Closing Cash Contribution (plus or minus any additional amounts paid to allocate the total consideration (as determined or received by Parent/HS under Section 2.2(c) and plus any liabilities assumed by Newco) treated for purposes of U.S. federal income Tax purposestaxation (and any state income tax laws that incorporate or follow U.S. federal income tax principles) paid for as part of a sale transaction (the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes“Allocable Amount”) shall be allocated among the Purchased various items comprising the Haynesville Assets for all Tax purposes in accordance with Section 1060 of their relative fair market values. As promptly as practicable after the Internal Revenue Code of 1986Closing Date, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 in any event not later than 45 days after the Closing Date an allocation Date, Parent/HS shall prepare and deliver to JVP a schedule (the “Allocation Schedule”) determined that sets forth its good faith determination of the manner in which the Allocable Amount should be allocated among and between the items comprising the Haynesville Assets. If, within 30 calendar days following the date of receipt of the Allocation Schedule from Parent/HS, JVP does not dispute the determination made by Parent/HS, then the Allocation Schedule proposed by Parent/HS shall be final, binding and conclusive upon the Parties for purposes of this Agreement. If JVP disagrees in good faith with the determination made by Parent/HS, then, within 30 calendar days following the date of receipt of the Allocation Schedule from Parent/HS, JVP shall notify Parent/HS of such disagreement in writing in a manner similar to that for providing a Notice of Disagreement as described in Section 2.2(b), and the disagreement shall be resolved in accordance with the procedures set forth in Section 2.2(b). The final Allocation Schedule resulting from the foregoing procedure shall be considered the “Allocation Schedule” for purposes of this Section 2.04 Agreement. The Allocation Schedule shall be updated to reflect any adjustments to the Allocable Amount pursuant to the terms and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writingconditions of this Agreement. Sellers and Buyer shall attempt in good faith to resolve any such objection within The allocation of the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect Allocable Amount pursuant to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based reflected on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file a completed Internal Revenue Service Form 8594 (including any supplemental filingAsset Acquisition Statement under Section 1060) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local form), which form shall be timely filed separately by Parent/HS and with the Internal Revenue Service (or other applicable lawGovernmental Authority). Each Party agrees not to (and to cause Newco not to) take any position inconsistent with the allocations set forth in the Allocation Schedule unless required by applicable Law or with the prior written consent of the other Party.

Allocation of Purchase Price. (i) Buyer and Sellers and shall agree prior to the Closing Date on estimated allocations of the Purchase Price to the extent necessary to permit the making of any timely transfer tax filings. In addition, as soon as practicable after the Closing Date, but in no event later than the date ninety (90) days prior to the due date of the Form 8954, Buyer agree shall provide to allocate Sellers a proposed statement (the "Allocation Statement") allocating the total consideration (as determined for federal income Tax purposes) paid for of the Purchased Assets (including Purchase Price, and any Assumed Liabilities other payments made by Buyer pursuant to this Agreement that are properly treated as consideration additional purchase price for federal and applicable state and local income Tax tax purposes) , among the Purchased Assets for all Tax purposes in accordance with Section 1060 different items of assets of the Internal Revenue Corporation to be acquired pursuant to the rules of Section 338 of the Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached heretoregulations thereunder. Within thirty (30) days following delivery of the proposed Allocation Statement, Sellers may propose changes to the Allocation Statements. 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. Within fifteen (with 15) days following delivery to Buyer of Sellers’ cooperation as reasonably requested) ' proposed changes, Buyer shall deliver to Sellers a statement of objections (if any) to such proposed changes. If Buyer and Sellers are unable, within 60 fifteen (15) days after receipt by Sellers of Buyer's statement of objections, to resolve the Closing Date an allocation schedule 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 thirty (the “Allocation Schedule”30) determined in accordance with this Section 2.04 and Exhibit A attached heretodays following their selection, and Sellers shall have 30 days deliver to review and provide any objections thereto in writing. Sellers and Buyer a written resolution of the disputed objections. Such resolution shall attempt 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 Third-Party Accountants acting under this Section shall be shared equally by Buyer and Sellers. The parties shall cooperate with one another and with each other's Representatives in good faith order to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any and all matters in dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting quickly as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)practicable.

Allocation of Purchase Price. Sellers The Purchase Price (together with any applicable Assumed Liabilities and Buyer agree to allocate the total any other amounts treated as consideration (as determined for U.S. federal income Tax purposes) paid for shall be allocated among the Purchased Assets in accordance with the methodology set forth in Exhibit I (including the “Allocation Methodology”). Within ninety (90) days after the Adjusted Net Working Capital has become final and binding pursuant to Section 1.7, Buyer will deliver to the Seller a written allocation allocating the Purchase Price (together with any applicable Assumed Liabilities and any other amounts treated as consideration for U.S. federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended Allocation Methodology (the “CodeProposed Allocation”), . If the Treasury Regulations promulgated thereunder and Seller disagrees with the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Proposed Allocation Schedule”) determined in good faith because it is not in accordance with this Section 2.04 the Allocation Methodology and Exhibit A attached heretoprovides written notice of such disagreement to the Buyer within fifteen (15) days after receipt of such Proposed Allocation, the Seller and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt Xxxxx will negotiate in good faith regarding any changes requested by the Seller. The Proposed Allocation, as adjusted by agreement between the Seller and Buyer to resolve reflect any such objection within agreed changes requested by Seller, or, if no notice of the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect Seller’s disagreement is timely provided to the Allocation Schedule within such 30 day periodBuyer the Proposed Allocation, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (shall be the “Neutral AccountantPurchase Price Allocation”) to resolve , and shall be binding upon the remaining disputed items. Buyer Buyer, the Seller and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation ScheduleAffiliates. The resolution by Buyer, the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in Seller and their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and Affiliates shall file all Tax Returns (including amended returns IRS Form 8594) consistently with the Purchase Price Allocation. If Buyer and claims for refund) and information reports in Seller are unable to agree on changes to the Proposed Allocation that are timely requested by Seller, there shall not be a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Purchase Price Allocation.

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) The Purchase Price shall be allocated among the Purchased Assets for all Tax purposes Acquired Companies and the assets owned by each in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended allocation provisions set forth on Schedule 2.5 (the “CodePurchase Price Allocation”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer Within one hundred twenty (with Sellers’ cooperation as reasonably requested120) shall deliver to Sellers within 60 days after the Closing Date an Date, Buyer shall deliver to Seller a proposed allocation schedule of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation (the “Buyer’s Allocation”). If Seller disagrees with Buyer’s Allocation, Seller may, within sixty (60) days after delivery of Buyer’s Allocation, deliver a notice (the “Seller’s Allocation ScheduleNotice”) determined in accordance with this Section 2.04 to Buyer to such effect, specifying those items as to which Seller disagrees and Exhibit A attached heretosetting forth Seller’s proposed allocation of the Purchase Price (and other relevant amounts). If the Seller’s Allocation Notice is duly delivered, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers Seller and Buyer shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall attempt in good faith incorporate, reflect and be consistent with the Purchase Price Allocation. If Seller and Buyer are unable to reach such agreement, they shall promptly thereafter cause the Independent Accountants to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accountants shall incorporate, reflect and be consistent with the Purchase Price Allocation, and shall be final and binding. All fees and expenses relating to the work, if any, to be performed by the Independent Accountants shall be borne equally by Seller, on the one hand, and Buyer, on the other hand. Buyer and Seller agree to be bound by such objection within allocation, as finally determined pursuant to this Section 2.5, and to complete and submit their respective Tax Returns to the 30 days following delivery of Sellers’ objections; providedrelevant Taxing Authorities accordingly, that if including any election under Code Section 338(g). Buyer shall have the parties are unable right to resolve any dispute make an election under Code Section 338(g) with respect to the Allocation Schedule within such 30 day periodtransactions contemplated hereby for any Acquired Company that is eligible. In the event that Buyer makes an election under Code Section 338(g), either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm Buyer will notify Seller in writing as is agreed to by Xxxxx and Sellers set for in good faith) (the “Neutral Accountant”) to resolve the remaining disputed itemsTreasury Regulation Section 1.338-2(e)(4). Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax ReturnSeller hereby agrees to, and shall file all cause its Affiliates to, include any income, gain, loss, deduction or other tax item resulting from such election on Seller’s and its Affiliates’ Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise to the extent required pursuant to by applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Law.

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration Purchaser shall on or before thirty (as determined for federal income Tax purposes30) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an initially determine and send to Seller a schedule containing the allocation schedule of the Purchase Price and the Assumed Liabilities among the Purchased Assets as is required by Section 1060 of the Code (the “"Allocation Schedule”"). The Allocation Schedule will be deemed to be accepted by Seller unless Seller provides a written notice of disagreement to Purchaser within five (5) determined in accordance with this Section 2.04 business days after receipt of the Allocation Schedule. If Seller provides such written notice, Purchaser and Exhibit A attached hereto, and Sellers Seller shall have 30 days proceed to review and provide any objections thereto in writing. Sellers and Buyer shall attempt negotiate in good faith to resolve any create a mutually acceptable Allocation Schedule. If no mutually acceptable Allocation Schedule is created within ten (10) business days of Purchaser's receipt of the written notice of disagreement, then an independent accountant mutually satisfactory to the Seller and Purchaser (the "Independent Accountant') shall be engaged to determine the Allocation Schedule. The fees for such objection within determination shall be borne by Seller, unless the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute Independent Accountant disagrees materially with respect to the Allocation Schedule within originally submitted by Purchaser, in which case such 30 day periodfees shall be borne by Purchaser. Such determination by the Independent Accountant, either party may immediately engage Xxxxx Xxxxxxxx LLP (or the original Allocation Schedule if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed not objected to by Xxxxx the Seller, shall be binding and Sellers conclusive to all parties to the Agreement and all parties shall file all relevant tax returns consistent with such final determination, unless otherwise required by applicable law. Should the Purchase Price or Assumed Liabilities be modified subsequent to the Closing, the Allocation Schedule will be modified in good faith) (accordance with the “Neutral Accountant”) to resolve requirements of Section 1060 of the remaining disputed itemsCode. Buyer and Sellers Such allocation shall present their respective positions be binding on the disputed items to the Neutral Accountant in writingparties for all purposes including, without limitation, federal income Tax purposes, and the parties shall require not take any contrary position in respect of such allocation in any Tax Return or Legal Proceeding or audit relating to Taxes, or any documents, instruments or certificates filed by such party with any Governmental or Regulatory Authority or Taxing Authority, except as required by applicable law; provided, however, that if the Neutral AccountantPurchase Price or Assumed Liabilities are adjusted in accordance with Section 2.3 of this Agreement, within 30 days thereafter, acting the Allocation Schedule otherwise determined shall be adjusted accordingly as an expert and not an arbitrator, to resolve only the matters objected to required by Sellers and not resolved by the parties with respect to the determination Section 1060 of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Code.

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for For U.S. federal and applicable state and local income Tax purposes) among , Purchasers, Sellers, and their respective Affiliates shall, consistent with the Purchased Assets for all Tax purposes in accordance with requirements of Section 1060 of the Internal Revenue Code and the regulations promulgated thereunder and any similar provision of 1986applicable Law, allocate the purchase price (and any Assumed Liabilities and other items treated as amended part of the purchase price for U.S. federal, and applicable state and local, income Tax purposes) among the Acquired Assets. As soon as commercially practicable, but no later than sixty (60) days following the final determination of the purchase price, OpCo Purchaser shall provide a proposed allocation (the “CodeOpCo Allocation”)) to Sellers setting forth the allocation of the OpCo-Company Closing Date Payment (and other amounts treated as part of the purchase price for U.S. federal, and applicable state and local, income Tax purposes) among the Treasury Regulations promulgated thereunder OpCo Acquired Assets for Sellers’ review and comment. Any reasonable comments provided by Sellers to OpCo Purchaser with respect to the draft OpCo Allocation shall be considered by OpCo Purchaser in good faith, and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) Parties shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt negotiate in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to any changes proposed by Sellers and not resolved by the parties with respect thereto. Other than with respect to the determination of OpCo Special Allocations addressed below, if any disputes regarding the OpCo Allocation Schedulecannot be resolved, OpCo Purchaser and Seller shall each be entitled to take its own position regarding the appropriate purchase price allocation. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions As soon as commercially practicable, but no later than sixty (based on aggregate dollar amount60) are furthest from days following the final determination of such disputed items by the Neutral Accountant. Each party purchase price, PropCo Purchaser shall bear any fees and expenses provide a proposed allocation to Sellers setting forth the allocation of its own accountants, attorneys the PropCo Credit Bid Amount (and other representatives amounts, including appropriate PropCo Assumed Liabilities, treated as part of the purchase price for U.S. federal, and applicable state and local, income Tax purposes) among the PropCo Acquired Assets (the “PropCo Allocation” and, together with the OpCo Allocation, the “Allocations”) for Sellers’ review and comment. Any reasonable comments provided by Sellers to PropCo Purchaser with respect to the matters described draft PropCo Allocation shall be considered by PropCo Purchaser in good faith, and the Parties shall negotiate in good faith to resolve any dispute with respect to any changes proposed by Sellers with respect thereto. If any disputes regarding the PropCo Allocation cannot be resolved, PropCo Purchaser and Seller shall each be entitled to take its own position regarding the appropriate purchase price allocation. Notwithstanding the foregoing, Sellers and Purchasers acknowledge and agree that preliminary Allocations may be necessary on timeframes that are faster than the timeframes set forth above. Buyer , for example, in order to comply with applicable Transfer Tax and withholding Tax obligations, and Sellers and Purchasers shall cooperate in good faith to agree upon such a preliminary Allocations in a timely manner. Notwithstanding anything to the contrary herein, no later than seven (7) days prior to the OpCo Closing Date, OpCo Purchaser shall deliver to Sellers and PropCo Purchaser an allocation specifying the amount attributable to each agree of the following: (a) any Leasehold Improvements or fixtures expected to complete give rise to Transfer Taxes that are not OpCo Taxes or PropCo Taxes, (b) the equity interests in X. X. Xxxxxx Services India Private Limited, (c) the equity interests in X. X. Penney Purchasing India Private Limited (the entities described in clauses (b) and file Form 8594 (including any supplemental filingc), the “India Subsidiaries”), (d) the equity interests in X.X. Xxxxxx Purchasing Hong Kong Limited and (e) the equity interests in X.X. Penney Business Information Consulting (Shanghai) Co. Ltd (such allocation of items (a) through (e), the “OpCo Special Allocation”). Any reasonable comments provided by Sellers or PropCo Purchaser to OpCo Purchaser with its applicable U.S. federal income Tax Returnrespect to the draft OpCo Special Allocation shall be considered by OpCo Purchaser in good faith, and the Parties shall negotiate in good faith to resolve any dispute with respect to any changes proposed by Sellers or PropCo Purchaser with respect thereto. If Sellers or PropCo Purchaser, on the one hand, and OpCo Purchaser, on the other, cannot resolve any such dispute prior to the Closing Date, then (a) the Sellers shall reserve for any necessary difference as a wind-down expense, and (b) if agreement cannot be reached within thirty (30) days of OpCo Purchaser’s receipt of Sellers’ or PropCo Purchaser’s objection, then a nationally recognized accounting firm mutually acceptable to OpCo Purchaser, PropCo Purchaser and Sellers shall resolve such dispute and the resolution of such dispute shall be final and binding on the Parties. All fees and expenses relating to the work, if any, to be performed by the accounting firm with respect to the OpCo Special Allocation shall be borne 50% by OpCo Purchaser and 50% by Sellers. The Parties and their respective Affiliates shall file all Tax Returns in accordance with the Allocations and the OpCo Special Allocation (including amended returns and claims for refundas finally determined under this Section 9.2) and information reports not take any Tax related action inconsistent with the Allocations and the OpCo Special Allocation, in a manner consistent with such finally determined Allocation Scheduleeach case of the Allocations, unless otherwise required pursuant to applicable law by a determination of IRS Appeals or a “determination” within federal xxxxxxxx xxxxx, xxxxxxx court of claims, or federal tax court (or a similar level of determination by a relevant Taxing authority other than with respect to U.S. federal income Taxes); and, in the meaning of Section 1313(a) case of the Code OpCo Special Allocation, unless otherwise required by a determination of a federal xxxxxxxx xxxxx, xxxxxxx court of claims, or federal tax court (or a similar level of determination by a relevant Taxing authority other than with respect to U.S. federal income Taxes). Notwithstanding any similar other provision of state or local applicable law)this Agreement, the terms and provisions of this Section 9.2 shall survive the Closing.

Allocation of Purchase Price. Sellers and Within ninety (90) days following the date of the Base Purchase Price Final Determination, Buyer agree to allocate shall provide the total consideration (as determined for federal income Tax purposes) paid for Seller’s Representative with a proposed allocation of the Purchased Assets Base Purchase Price (including any Assumed Liabilities treated as consideration for federal all applicable liabilities and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes other relevant items), prepared in accordance with the applicable principles of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the and Treasury Regulations promulgated thereunder thereto (and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation any similar provision of state, local or foreign Law, as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faithappropriate) (the “Neutral AccountantPurchase Price Allocation”). The Seller’s Representative shall, within thirty (30) days after receipt of the proposed determination of the Purchase Price Allocation from the Buyer, notify the Buyer if the Seller disagrees with such proposed determination, and if the Seller’s Representative does not so notify the Buyer within such thirty (30) days, the proposed Purchase Price Allocation shall be final and binding on the Parties. If the Seller disagrees with such proposed Purchase Price Allocation, the Seller’s Representative and the Buyer shall make a good faith effort to resolve the dispute. If the Seller’s Representative and the Buyer have been unable to resolve their differences within thirty (30) days after the Buyer has been notified of the Seller’s disagreement with the proposed Purchase Price Allocation, then any remaining disputed itemsissues shall be submitted to the Independent Accountant, who shall resolve the disagreement in the manner described in Section 2.6(b). Buyer All determinations made by the Independent Accountant will be final, conclusive and Sellers shall present their respective positions binding on the disputed items Parties. The Parties agree (i) to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved be bound by the parties Purchase Price Allocation, (ii) to act in accordance with respect to the determination Purchase Price Allocation in the preparation and filing of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including Internal Revenue Service Form 8594, amended returns returns, and claims for refund) and information reports in a manner consistent the course of any Tax audit, Tax review, Tax hearing, Tax litigation, or other proceeding relating to the determination of any Tax, and (iii) to take no position and to cause their Affiliates to take no position inconsistent with such finally determined the Purchase Price Allocation Schedulefor Tax purposes, unless except as may otherwise be required pursuant to applicable law or a “determination” final determination within the meaning of Section 1313(a) of the Code (or any similar corresponding provision of state state, local or local applicable law)foreign Law.

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within Within 60 days after the Closing Date an allocation Date, Purchaser shall deliver to Sellers a schedule allocating the Purchase Price and Assumed Obligations among the Transferred Assets in accordance with section 1060 of the Code and the regulations thereunder (the “Allocation Schedule”) determined ). The Allocation Schedule shall include a breakdown by Governmental Authority and shall in accordance with this Section 2.04 and Exhibit A attached hereto, all other material respects contain sufficient detail to enable Purchaser and Sellers shall to determine Taxes applicable to the transactions contemplated by this Agreement. Sellers have 30 days from the date of receipt of the Allocation Schedule to review and notify Purchaser in writing that Sellers dispute one or more items reflected on the Allocation Schedule as having no reasonable basis for the allocation set forth in the Allocation Schedule, which notice shall include a detailed explanation of the basis for the dispute. If Sellers do not provide any objections thereto in writingsuch notice to Purchaser, Sellers shall be deemed to have accepted the Allocation Schedule as 40 submitted by Purchaser. If Sellers do provide such notice, Sellers and Buyer Purchaser shall attempt negotiate in good faith to resolve such dispute. If Sellers and Purchaser fail to resolve any such objection dispute within the 30 days following delivery of Purchaser’s receipt of Sellers’ objections; providednotice, that if the parties are unable to resolve any Arbitrating Accounting Firm shall be engaged for resolution of the dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform allocation of the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx Purchase Price and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items Assumed Obligations to the Neutral Accountant extent such allocation is in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the dispute. The determination of the Allocation ScheduleArbitrating Accounting Firm shall be final and binding on all parties. The resolution by parties agree not to take any position inconsistent with the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral AccountantAllocation Schedule for Tax reporting purposes. All of the The fees and expenses of the Neutral Accountant Arbitrating Accounting Firm in connection with the resolution of any dispute under this Section 2.04 shall be borne paid equally by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees Purchaser and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Sellers.

Allocation of Purchase Price. Sellers and Within ninety (90) days after the Closing Date, Buyer agree shall provide to allocate Seller an allocation of the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets Final Purchase Price (including an allocation of the Buyer Stock Consideration and Final Cash Purchase Price) and the Assumed Liabilities, to the extent relevant, together with any Assumed Liabilities other amounts properly treated as consideration for U.S. federal and applicable state and local income Tax purposestax purposes (including adjustments to the Final Purchase Price or the Assumed Liabilities for purposes of this Agreement) among the Purchased Acquired FH Assets for all Tax purposes and the FH Shares and, to the extent relevant, the assets of the Transferred FH Companies, in accordance with Section Sections 338(b)(5) and 1060 of the Internal Revenue Code and the Treasury Regulations thereunder and Section 2.4 of 1986, as amended the Seller’s Disclosure Letter (the “CodePurchase Price Allocation”), the Treasury Regulations promulgated thereunder . Prior to and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (Date, Seller shall cooperate as reasonably requested by Buyer, including providing any information reasonably requested by Buyer that is reasonably available to Seller, to enable Buyer and its accountants to prepare timely the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers Purchase Price Allocation. Seller shall have 30 days be permitted to review the Purchase Price Allocation delivered by Buyer and shall provide any objections thereto in writingcomments thereon to Buyer within fifteen (15) days of Seller’s receipt of the Purchase Price Allocation. Sellers Buyer and Buyer Seller shall attempt in use good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable efforts to resolve any dispute with respect regarding preparation of the Purchase Price Allocation. If Buyer and Seller cannot resolve any such dispute within fifteen (15) days of Buyer’s receipt of Seller’s comments, such dispute shall be taken to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed itemsIndependent Accountants. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination The costs of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 Independent Accountants shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from that loses the final determination of such disputed items dispute. The Purchase Price Allocation as finally agreed between Seller and Buyer or as finally determined by the Neutral Accountant. Each party Independent Accountants, as the case may be, in accordance with Section 2.4 of the Seller’s Disclosure Letter is referred to as the “Final Purchase Price Allocation.” Seller and Buyer shall bear any fees be bound by the Final Purchase Price Allocation for all Tax purposes, shall prepare and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns Form 8883 and claims for refundany supplements thereto) and information reports in on a manner basis consistent with such finally determined the Final Purchase Price Allocation Scheduleand shall not take any position inconsistent with the Final Purchase Price Allocation on any Tax Return or in any proceeding before any Tax Authority, unless in each case except as otherwise required pursuant by applicable Law. Notwithstanding anything herein to applicable law or a “determination” within the meaning of Section 1313(a) contrary, Buyer and Seller agree that for purposes of the Code Purchase Price Allocation and the Final Purchase Price Allocation, no amount of the Buyer Stock Consideration shall be allocated to any FH Share Seller or FH Asset Seller that is not (a) a member of Seller’s U.S. consolidated group or any similar provision (b) an entity disregarded as separate from a member of state or local applicable law).Seller’s U.S. consolidated group, in each case as determined for U.S. federal income tax purposes. Section 2.5

Allocation of Purchase Price. Sellers No later than sixty (60) days after the determination of the final Purchase Price pursuant to Section 2.4(c) (and Buyer agree if necessary Section 2.4(d)), Purchaser shall determine and deliver to allocate Seller an allocation of the total consideration paid, or treated as paid, for federal income Tax purposes (including any assumed liabilities as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) assets of the Acquired Companies among the Purchased Assets for all Tax purposes such assets in accordance with Section 1060 of the Internal Revenue Code Code, along with the supporting documentation, such as appraisals. If Purchaser determines to engage any appraiser in connection with such allocation, Purchaser will consult with Seller on its selection of 1986such appraiser prior to engaging such appraiser. Seller will have thirty (30) days in which to review Purchaser’s proposed allocation, as amended along with supporting documentation, and provide to Purchaser any written objections thereto. For a period of thirty (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested30) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 Purchaser’s receipt of any such written objections, Purchaser and Exhibit A attached hereto, Seller will negotiate reasonably and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within objections. If the 30 days following delivery of Sellers’ objections; provided, that if the parties Parties are unable to resolve any dispute with respect agree to the Allocation Schedule within such 30 day periodallocation after good faith negotiations, either party then each Party may immediately engage Xxxxx Xxxxxxxx LLP allocate the consideration as it determines in its sole discretion. If Purchaser and Seller agree to the allocation, Purchaser and Seller agree (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”a) to resolve the remaining disputed items. Buyer file, and Sellers shall present to cause their respective positions on the disputed items Affiliates to the Neutral Accountant in writingfile, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Scheduleallocation and not to take (and to cause their respective Affiliates not to take) any position inconsistent therewith in any Tax Return, audit, examination, claim, adjustment, litigation or other Proceeding with respect to Taxes, unless otherwise required to do so by applicable Law or with prior written consent of the other Parties (such consent not to be unreasonably withheld, delayed or conditioned) and (b) that such allocation shall be further revised, as necessary and in a manner consistent with such allocation, to reflect any adjustment to the Purchase Price pursuant to applicable law Section 11.9 or a “determination” within otherwise that is not reflected in such allocation. In the meaning of Section 1313(a) of event any Taxing Authority disputes such Purchase Price allocation, the Code (or any similar provision of state or local applicable law)Party receiving notice thereof shall promptly notify and consult with the other Parties concerning such dispute.

Allocation of Purchase Price. Sellers The sale and Buyer purchase of the Membership Interests shall be treated for federal and state income Tax purposes as the sale and purchase of the assets of Transfer Subsidiary and no party hereto or any Affiliate thereof shall take any position inconsistent with such treatment. Seller and Purchaser agree that the Purchase Price (and any assumed liabilities as determined for federal income tax purposes) will be allocated among the assets of Transfer Subsidiary and the Transferred Intellectual Property for Tax purposes in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. No later than ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to allocate Seller for Seller’s review and approval, a copy of the total consideration Form 8594 and any required exhibits thereto (the “Asset Acquisition Statement”) allocating the Purchase Price (and any assumed liabilities as determined for federal income Tax purposes) paid among Transfer Subsidiary’s assets and the Transferred Intellectual Property. Purchaser shall prepare and deliver to Seller, from time to time, for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal Seller’s review and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 approval revised copies of the Internal Revenue Code of 1986, as amended Asset Acquisition Statement (the “CodeRevised Statements”) so as to reflect any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any). Within thirty (30) days of delivery of the Asset Acquisition Statement or the Revised Statements, as the case may be, Seller shall review such statements; and if Seller agrees on the allocation of the Purchase Price (and any assumed liabilities as determined for federal income tax purposes) (which shall be evidenced by an Asset Acquisition Statement or the Revised Statements signed by each of Purchaser and Seller), the Treasury Regulations promulgated thereunder Purchaser, Seller and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and Affiliates shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Scheduleagreed allocation and shall take no position inconsistent therewith. Notwithstanding anything in this Agreement to the contrary, unless otherwise required pursuant the amount allocated to applicable law or a “determination” the Transferred Intellectual Property transferred by the Company will not be greater than $20,000,000. In the event that Purchaser and Seller are unable to agree on such allocation within thirty (30) days after the meaning of Section 1313(a) delivery of the Code (Asset Acquisition Statement or the Revised Statements, as the case may be, the parties shall negotiate in good faith to reach agreement. In the event that the parties cannot agree on the allocation as set forth in such Asset Acquisition Statement or Revised Statements then none of Purchaser, Seller or any similar provision of state their Affiliates shall be required, pursuant hereto, to file any Tax Returns or local applicable law)otherwise take any position consistent with such allocation. In the event that Purchaser and Seller are unable to agree on the allocation of the final Purchase Price, then each party will in any event file a Form 8594.

Allocation of Purchase Price. Sellers Within thirty (30) Business Days following the date hereof, Buyer shall prepare and Buyer agree deliver, or cause to allocate be prepared and delivered, to Seller, an allocation of the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) Initial Purchase Price among the Purchased Assets for all Tax purposes in accordance with Section 1060 assets of the Internal Revenue Code of 1986, as amended Company and the Division Entities and the non-competition covenant set forth in Section 5.11 hereof (the “CodeAllocation”). If, within thirty (30) Business Days of the Treasury Regulations promulgated thereunder receipt of the Allocation, Seller notifies Buyer that it disagrees with the Allocation and provides Buyer with a notice setting out in reasonable detail the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule reasons for its disagreement (the “Allocation ScheduleDispute Notice”) determined in accordance with this Section 2.04 and Exhibit A attached hereto), and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers then Seller and Buyer shall attempt in good faith to resolve any such objection their disagreement within the 30 ten (10) days following delivery Buyer’s receipt of Sellers’ objectionsSeller’s Allocation Dispute Notice; providedotherwise, that if the parties Allocation shall become the “Final Allocation.” If Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day periodtheir disagreement, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items set forth in the Allocation Dispute Notice shall be submitted to the Neutral Accountant Independent Accounting Firm, whose expense shall be borne equally by Seller and Buyer. The Independent Accounting Firm shall determine and report in writingwriting to Seller and Buyer as to its determination of all disputed matters submitted to the Independent Accounting Firm and the effect of such determinations on the Allocation within ten (10) Business Days after such submission, and such determinations shall be final, binding and conclusive as to Seller, Buyer and their respective Affiliates. In resolving any disputed item set forth in the parties shall require Allocation Dispute Notice, the Neutral Accountant, within 30 days thereafterIndependent Accounting Firm, acting in its capacity as an expert and not as an arbitrator: (i) shall limit its review to matters specifically set forth in Buyer’s Allocation Dispute Notice as a disputed item (other than those items thereafter resolved by mutual written agreement of Seller and Buyer) and (ii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by any other party in the Allocation prepared by Seller or Buyer’s Allocation Dispute Notice delivered pursuant to this Section 6.1(f). Each of Seller and Buyer shall have the right, within five (5) Business Days of submission of any disputed item to the Independent Accounting Firm, to resolve only meet with representatives of the matters objected to by Sellers Independent Accounting Firm and not resolved by the parties with respect present its position as to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by item. In addition, Seller and Buyer shall each furnish to the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys Independent Accounting Firm such work papers and other representatives with respect documents and information relating to the matters described abovedisputed items, as the Independent Accounting Firm may reasonably request. Buyer and Sellers each Seller agree to complete and file Form 8594 (including any supplemental filingi) with its applicable U.S. federal income Tax Returnbe bound by the Final Allocation, and shall file all Tax Returns (including amended returns and claims for refundii) and information reports act in a manner consistent with such finally determined the Final Allocation Schedulefor all purposes, unless including, without limitation, the preparation of financial statements and filing of all Tax Returns and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) take no position, and cause their Affiliates to take no position, inconsistent with the Final Allocation for any purpose, in each case, except as otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)by Law.

Allocation of Purchase Price. Sellers Seller and Buyer agree to allocate that the total Purchase Price as well as any other items constituting consideration (as determined for federal income Tax purposes) paid for the Purchased Assets for any applicable Tax purposes (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposesthe “Allocable Consideration”) will be allocated among the Purchased Assets for all Tax purposes in accordance a manner consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the and any Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached heretothereunder. Buyer will, no later than ninety (with Sellers’ cooperation as reasonably requested90) shall days following the Closing Date, prepare and deliver to Sellers within 60 days after Seller a schedule setting forth the Closing Date an allocation schedule of the Allocable Consideration in accordance with the preceding sentence (the “Allocation Schedule”). If Seller does not object to any items set forth in the Allocation Schedule within ten (10) determined days after Seller’s receipt of the Allocation Schedule, the Allocation Schedule shall be deemed final and binding on both Buyer and Seller. If Seller delivers notice of an objection to any items set forth in accordance with this Section 2.04 the Allocation Schedule to Buyer within ten (10) days after Seller’s receipt of the Allocation Schedule, Buyer and Exhibit A attached hereto, and Sellers Seller shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt work in good faith to resolve any objection for a period of fifteen (15) days. If at the end of such fifteen-day period any objection within remains unresolved, either Buyer or Seller may submit such matter for determination to the 30 days following delivery of Sellers’ objections; providedBankruptcy Court. Neither Buyer nor Seller will take any position that is contrary to or inconsistent with the Allocation Schedule for any Tax purpose, that if the parties are unable to resolve any dispute including with respect to any Tax Return (including amended Tax Returns). In the event that the Allocation Schedule within is disputed by any Governmental Authority, the party receiving notice of such 30 day period, either dispute will promptly notify the other party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting will consult in good faith as an expert and not an arbitrator, to how to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined the Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law).

Allocation of Purchase Price. Sellers and (a) . Within the later of (a) sixty (60) days after the date hereof or (b) forty-five (45) days following the final determination of the Final Adjustment Amount pursuant to Section 2.3, Buyer agree shall deliver to allocate Seller a draft allocation of the total consideration Closing Purchase Price (as determined for federal income Tax purposesadjusted pursuant to Section 2.3) paid for the Purchased Assets (including any Assumed Liabilities and all other amounts treated as consideration for U.S. federal and applicable state and local income Tax purposes) tax purposes among the Purchased Assets for all Tax purposes assets of the Companies (the “Draft Allocation”). The Draft Allocation shall be prepared in accordance with Section 1060 of the Internal Revenue Code of 1986Code. If Seller disagrees with the Draft Allocation, as amended Seller may, within sixty (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested60) shall deliver to Sellers within 60 days after receipt of the Closing Date an Draft Allocation, deliver a written notice to Buyer to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery respect of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed those items. Buyer and Sellers Seller shall present then use their commercially reasonable efforts to reach agreement on any such disputed items or amounts. If, after using commercially reasonable efforts, Buyer and Seller are unable to reach such agreement, each of Buyer and Seller may adopt separate positions on their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties Tax Returns with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by or amounts. Assuming that Buyer and Seller reach such an agreement (the Neutral Accountant. Each party “Final Allocation”), such Final Allocation shall bear any fees be conclusive and expenses of its own accountants, attorneys and other representatives with respect to the matters described abovebinding on all Parties. Buyer and Sellers each Seller agree to complete and file Form 8594 that they (including any supplemental filingi) with its applicable U.S. federal income Tax Return, shall (and shall cause their respective Affiliates to) prepare and file all Tax Returns (including amended returns and claims for refundIRS Forms 8594) and information reports in a manner consistent with such finally determined the Agreed Tax Treatment and the Final Allocation Scheduleand (ii) shall not take (and shall cause their respective Affiliates not to take) any Tax position that is inconsistent with the Agreed Tax Treatment or the Final Allocation, in each case unless otherwise required pursuant to applicable law or by a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Code.

Allocation of Purchase Price. Sellers The Cash Purchase Price and Buyer agree to allocate those Assumed Liabilities, costs and other items included in “consideration” for purposes of Code section 1060 (the total consideration (as determined for federal income Tax purposes“Section 1060 Consideration”) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) shall be allocated among the Purchased Assets for all Tax purposes in compliance with Code section 1060 and the Treasury Regulations thereunder, in accordance with this Section 1060 of 1.8 (such allocation, the Internal Revenue Code of 1986“Allocation”). As soon as reasonably practicable (and in any event within one hundred twenty (120) days) after the Closing Date, as amended Purchaser shall prepare and deliver to Seller a proposed Allocation (the “CodeDraft Allocation”). During the thirty (30) day period following such delivery, Seller may, but shall not be obligated to, dispute any of the items in the Draft Allocation by delivery of a written notice to Purchaser that provides reasonable detail concerning each item in the Draft Allocation that Seller disputes and the basis of such dispute. If Seller does not deliver such a dispute notice to Purchaser within such thirty (30) day period, the Treasury Regulations promulgated thereunder Draft Allocation shall conclusively be deemed the “Final Allocation”, which shall be final and binding upon the methodology and principles set forth on Exhibit A attached heretoParties. Buyer If Seller delivers such a dispute notice within such thirty (with Sellers’ cooperation as reasonably requested30) shall deliver to Sellers within 60 day period, then for a period of thirty (30) days after the Closing Date an allocation schedule date of such dispute notice, Purchaser and Seller shall negotiate in good faith to resolve the disputed items. If Purchaser and Seller resolve all of the disputed items during such thirty (30) day period, the “Draft Allocation Schedule”shall be revised to reflect such resolution, and as so revised shall be the Final Allocation and shall be final and binding upon the Parties. [***] Within fifteen (15) days after the Final Allocation has been determined in accordance with this Section 2.04 1.8, Purchaser shall cause to be prepared and Exhibit A attached heretodelivered to Seller IRS Forms 8594 and any required exhibits thereto, and Sellers any similar forms required under applicable state, local or foreign Tax Law, which shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect conform to the Allocation Schedule within Final Allocation. Purchaser and Seller shall each timely file the applicable Form 8594 with the IRS in accordance with the requirements of Code Section 1060 and the Treasury Regulations thereunder, and such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP other forms with the applicable Governmental Authorities in accordance with the requirements of the applicable Tax Law. Upon any subsequent payments (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested servicesassumption of liabilities) that, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers under applicable Tax Law, result in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items an adjustment to the Neutral Accountant in writingSection 1060 Consideration as previously reported on a Form 8594 filed with the IRS, Purchaser shall prepare a revised Final Allocation and the parties shall require the Neutral Accountantdeliver to Seller such revised Final Allocation, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties together with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file a supplemental Form 8594 (including and any supplemental filingforms required under any other applicable Tax Law) conforming to such revised Final Allocation. To the extent Seller has any objections to such revised Final Allocation, the Parties will use the same procedures as described above in this Section 1.8 to resolve such dispute. Upon resolution of such dispute, if any, the Final Allocation (as revised) will be final and binding upon the Parties and the supplemental Form 8594 will be revised to reflect the resolution of any such dispute. Purchaser and Seller shall each file such supplemental Form 8594 with its the Internal Revenue Service in accordance with the requirements of Code section 1060 and the Treasury Regulations thereunder (and any such other supplemental forms with the applicable U.S. federal income Governmental Authority in accordance with Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission. such other applicable Tax ReturnLaw). Purchaser and Seller shall, and shall cause their respective Affiliates to, report, act and file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined the Final Allocation Schedule(as revised, if applicable) in all respects and for all purposes, and Purchaser and Seller shall not, and shall cause their respective Affiliates to not, take any position, whether on audit, Tax Returns or otherwise, that is inconsistent with the Final Allocation (as revised, if applicable), unless otherwise required pursuant to do so by applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Law.

Allocation of Purchase Price. Sellers As soon as is reasonably practicable after the Closing Date, Buyer shall prepare and deliver to the Stockholders a schedule setting forth the allocation of the Cash Purchase Price and the Closing Buyer agree to allocate the total consideration Shares (together with any other amounts properly treated as determined purchase price for U.S. federal income and applicable state Tax purposes) paid for (i) between the Purchased Assets Company Shares and the HoldCo Interests and (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposesii) with respect to the amount allocated in clause (i) to the HoldCo Interest, among the Purchased Assets for all Tax purposes assets of the HoldCo, in each case, in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and other applicable Law (the methodology and principles set forth on Exhibit A attached hereto“Proposed Purchase Price Allocation”). Buyer Within thirty (with Sellers’ cooperation as reasonably requested30) days following the receipt of the Proposed Purchase Price Allocation, the Stockholders shall deliver to Sellers within 60 days after Buyer in writing either (A) its agreement as to the Closing Date an allocation schedule Proposed Purchase Price Allocation, or (B) its dispute thereof (the “Purchase Price Allocation ScheduleDispute Notice”) determined ), which shall specify in accordance with this Section 2.04 reasonable detail the nature of such dispute. If the Stockholders deliver their agreement as to the Proposed Purchase Price Allocation or otherwise do not properly deliver a written Purchase Price Allocation Dispute Notice within such thirty-day period, then the Proposed Purchase Price Allocation shall be the final allocation. If the Stockholders properly deliver a timely written Purchase Price Allocation Dispute Notice, then Buyer and Exhibit A attached hereto, and Sellers the Stockholders shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt work together in good faith to attempt to resolve any such objection within the 30 days following delivery of Sellers’ objections; provideddispute, that and if the parties they are unable to do so, then they shall jointly engage an independent accountant to resolve such dispute. The final allocation, as agreed or deemed agreed or as determined by the independent accountant, taking into account any dispute with respect adjustments pursuant to the next sentence, shall be the “Final Allocation”. Buyer shall update the Final Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP to reflect any subsequent adjustments (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”deemed adjustments) to resolve the remaining disputed itemstotal consideration paid pursuant to this Agreement. Each of Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax ReturnStockholders shall, and shall cause their Affiliates to, file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined the Final Allocation Schedule, unless otherwise required (as adjusted pursuant to applicable law or a “determination” within the meaning terms of this Agreement) and will take no position inconsistent therewith for Tax purposes; provided, however, that this Section 1313(a5.4(e) of shall not prevent Buyer, the Code (Stockholders or any similar provision of state their Affiliates from settling, or local applicable law)require any of them to litigate, a proposed deficiency, adjustment, suit or other proceeding by any Governmental Entity with respect to the Final Allocation. Buyer and the Stockholders will promptly inform one another in writing of any challenge by any Governmental Entity to any allocation made in accordance with the Final Allocation.

Allocation of Purchase Price. Within sixty (60) days after the Closing Date, Buyer will prepare and deliver to Sellers and Buyer agree to allocate an allocation of the total consideration (as determined for federal income Tax purposes) paid for Purchase Price plus the Purchased Assets (including any Assumed Liabilities treated as consideration for federal (to the extent properly taken into account under the Code and applicable state and local income Tax purposesTreasury Regulations) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Purchase Price Allocation Schedule”). If Sellers do not object to the Purchase Price Allocation as provided by Buyer within thirty (30) determined days of Sellers’ receipt of the Purchase Price Allocation, the Purchase Price Allocation will become final and binding upon the Parties. If Sellers object in accordance with this Section 2.04 and Exhibit A attached heretowriting within such 30-day period to any item in the Purchase Price Allocation, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt the Parties will negotiate in good faith to resolve any such objection the dispute. If they cannot resolve the dispute within fifteen (15) days, the 30 days following delivery of Sellers’ objections; provided, that if Parties will engage the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) Independent Accountant to resolve the remaining disputed items. dispute, the fees of which shall be split evenly between Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writingSellers, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Independent Accountant of such matters shall be within final. Subject only to any adjustments to the range of Purchase Price as provided in this Agreement, the amounts claimed Parties agree (i) to be bound by the parties Purchase Price Allocation as finally determined, (ii) to act in their written submissions to accordance with the Neutral Accountant. All Purchase Price Allocation as finally determined in the preparation of the fees financial statements and expenses filing of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims filing Form 8594 with the United States federal Tax Return for refundthe taxable year that includes the Closing Date) and information reports in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) to take no position and to cause their Affiliates to take no position inconsistent with the Purchase Price Allocation as finally determined for Tax purposes, including United States federal and state income Tax and foreign income Tax. No later than sixty days prior to the filing of their respective Forms 8594 relating to this transaction, the Buyer, on the one hand, and the Sellers, on the other hand, shall deliver to the other Party a manner copy of its Form 8594 (each Seller to provide its own Form 8594, with the aggregate amount to be consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable lawallocation described herein).

Allocation of Purchase Price. Sellers No later than 60 days following the determination of the Final Net Working Capital, Buyer shall prepare and Buyer agree provide to allocate Seller a proposed allocation of the total consideration Purchase Price (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as along with other items of consideration for United States federal and applicable state and local income Income Tax purposes) among the Purchased Assets for all Tax purposes assets of the Company in accordance with Section 1060 of the Internal Revenue Code of 1986and the principles set forth in Exhibit H (as finally determined, as amended (the “Code”and subject to any further amendment, in each case pursuant to this Section 6.1(h), the Treasury Regulations promulgated thereunder “Allocation”) for Seller’s review and comment. Seller shall have thirty (30) days to review the methodology determinations set forth in the Allocation. If Seller disagrees with any determinations set forth on the Allocation, Seller shall deliver a written notice to Buyer setting forth its objections. Unless Seller delivers such notice to Buyer within the thirty (30) day review period, Seller shall be deemed to have accepted the determinations set forth in the Allocation. If Seller delivers the notice to Buyer within the thirty (30) day review period, Buyer and Seller shall, during the thirty (30) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed determinations. Any dispute among Buyer and Seller shall be resolved by the Accountants in accordance with the dispute resolution mechanism set forth in Section 2.4(d), mutatis mutandis, provided that the resolution of the Accountants shall be limited to whether or not the Allocation was made in accordance with the principles set forth on in Exhibit A attached hereto. H. In case of any adjustment to the Purchase Price (or any other item of consideration for United States federal Income Tax purposes), requiring an amendment to the Allocation, Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after amend the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with the principles set forth in this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review 6.1(h) and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith such amended allocation to resolve any such objection within the 30 days following delivery of Sellers’ objections; providedSeller (which, that if the parties are unable to resolve any dispute with respect subject to the Allocation Schedule within such 30 day perioddispute resolution provisions set forth in this Section 6.1(h), either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform shall become the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation ScheduleAllocation). The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions Parties agree not to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant take any position, in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent audit or similar proceeding related to Taxes, that is inconsistent with such finally determined Allocation Schedulethis Section 6.1(h), unless except as otherwise required pursuant to applicable law or by a “determination” determination within the meaning of Code Section 1313(a) of the Code (or any similar provision of state or local applicable law).

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration Within sixty (as determined for federal income Tax purposes60) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule Date, the Buyer shall deliver to the Seller a statement (the “Allocation ScheduleFair Market Value Statement”) determined of the fair market value of the assets and liabilities of the Company and its Subsidiaries as of the Closing Date; provided, however, the Parties agree that aggregate fair market value of the assets located at the water park known as Wet ‘n Wild Emerald Point shall not exceed $11,340,000 and the aggregate fair market value of the assets located at the water park known as Silver Springs shall not exceed $10,645,000. If within 30 days after receipt of the Fair Market Value Statement the Seller notifies the Buyer in writing that in the Seller’s reasonable judgment, the fair market value of one or more items reflected in the Fair Market Value Statement is not reasonable, the Buyer and the Seller will use their commercially reasonable efforts to resolve such dispute. If the Buyer and the Seller fail to resolve such dispute within 30 days, then: (1) the Buyer and the Seller, within five days after the expiration of such 30-day period, shall jointly submit the dispute to the Accounting Referee; (2) the Accounting Referee shall determine whether the fair market value of the disputed items was reasonable and, if not reasonable, shall appropriately revise the Fair Market Value Statement; and (3) the costs, fees and expenses of the Accounting Referee shall be borne one-half by Buyer and one-half by Seller. If the Seller does not respond within 30 days, or upon resolution of the disputed items, the determination of fair market value reflected on the Fair Market Value Statement (as such may have been adjusted in accordance with this Section 2.04 8.4(g)) shall be binding on the parties hereto. The amounts reported on the Fair Market Value Statement (as such may have been adjusted in accordance with this Section 8.4(g)) shall be conclusively determined to be the fair market value of such assets and Exhibit A attached heretoliabilities for all purposes including, but not limited to, Tax and financial reporting. The Buyer, the Company and its Subsidiaries, and Sellers Seller shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within report the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination fair market value of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees assets and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports liabilities in a manner consistent with such finally determined Allocation Schedulethe amounts reflected on the Fair Market Value Statement, unless otherwise required pursuant including, but not limited to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)all Tax returns, IRS Forms 8883, financial statements and information reports.

Allocation of Purchase Price. Sellers and Buyer (i)The Parties agree to allocate the total consideration (as determined that, for financial accounting purposes, federal income Tax tax purposes) paid for , and any applicable state tax purposes, the Purchased Assets (including purchase price, plus any Assumed Liabilities liabilities treated as consideration amounts realized for U.S. federal and applicable state and local income Tax tax purposes) , shall be allocated among the Purchased Assets for all Tax purposes Subject Interests and the underlying assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended Partnership (the “CodeAllocations”). As promptly as practicable, the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer but in no event later than ninety (with Sellers’ cooperation as reasonably requested90) shall deliver to Sellers within 60 days after the Closing Date an allocation Date, the ONEOK Parties shall prepare and deliver to the Xxxxxx Parties a schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers setting forth the ONEOK Parties’ proposed Allocations. The Xxxxxx Parties shall have 30 thirty (30) days to review the Allocation Schedule and shall notify the ONEOK Parties in writing of any disputes with the proposed Allocations as set forth in the Allocation Schedule. If the Xxxxxx Parties do not provide notice of any objections thereto in writingsuch dispute within such thirty (30) day period, the Xxxxxx Parties shall be deemed to have agreed to the Allocations as proposed by the ONEOK Parties. Sellers and Buyer If the Xxxxxx Parties provide notice of any such dispute within such thirty (30) day period, the Parties shall attempt negotiate in good faith to resolve any such objection within dispute prior to the 30 date that is sixty (60) days following delivery prior to the due date of Sellers’ objections; providedthe tax returns (excluding any extension) that reflect the Allocations. The Allocations as finally determined pursuant to this Section 1(c)(i) shall be incorporated into a final Allocation Schedule (which shall thereafter be the “Allocation Schedule” referenced in this Agreement), that if and all tax returns filed by any Party and each of their Affiliates shall be prepared consistently with such Allocations. If the parties Parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions agree on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination allocation of the Allocation Schedule. The resolution Purchase Price as contemplated above, then each Party may file any related Tax forms required by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports Governmental Entity in a manner consistent with such finally determined Party’s proposed allocation. (ii)The Parties shall (A) timely file any related tax forms required by any Governmental Entity on a timely basis consistent with the Allocations set forth in the Allocation Schedule agreed upon in accordance with Section 1(c)(i), (B) be bound by such Allocations for purposes of determining taxes, and (C) prepare and file, and cause its respective Affiliates to prepare and file, its tax returns on a basis consistent with such Allocations. The Parties shall not take, or cause their respective Affiliates to take, any position on their respective federal or applicable state income tax returns or otherwise that is inconsistent with the Allocation Schedule. If, contrary to the intent of the Parties hereto as expressed in this Section 1(c), any Governmental Entity makes or proposes an Allocation inconsistent with the Allocation Schedule, unless otherwise the Parties shall cooperate with each other in good faith to contest such Governmental Entity’s Allocations (or proposed Allocations); provided, however, that, after consultation with the Party adversely affected by such Allocations (or proposed Allocations), the other Party hereto may file such protective claims or tax returns as may be reasonably required pursuant to applicable law protect its interests; provided further, that neither the Xxxxxx Parties or a “determination” within any of their Affiliates nor the meaning ONEOK Parties or any of Section 1313(a) their Affiliates will be obligated to litigate any challenge to such Allocations of the Code purchase price by a Governmental Entity. (or any similar provision of state or local applicable lawd).

Allocation of Purchase Price. Sellers and Buyer agree to allocate Purchaser shall prepare an allocation of the total consideration (as determined for federal income Tax purposes) paid for Purchase Price among the Purchased Conveyed Assets (including any along with the Assumed Liabilities treated as and any other items constituting consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached heretoany similar provisions of state, local or foreign law, as appropriate). Buyer (with Sellers’ cooperation as reasonably requested) Purchaser shall deliver such allocation to Sellers Seller within 60 one-hundred twenty (120) days after the Closing Date an allocation schedule (the “Allocation Schedule”). The Purchaser’s proposed Allocation Schedule shall be deemed final unless the Seller has notified the Purchaser in writing of any disagreement with the Purchaser’s proposed Allocation Schedule within thirty (30) determined in accordance with this Section 2.04 days after receipt thereof by the Seller (a “Disagreement Notice”). If the Seller sends the Purchaser a Disagreement Notice, the Purchaser and Exhibit A attached hereto, and Sellers the Seller shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt work in good faith to resolve reconcile their differences with respect to the Allocation Schedule, and upon such reconciliation, if any, the Allocation Schedule shall be deemed final. If the Allocation Schedule is deemed final hereunder, the Purchaser and the Seller (and their respective Affiliates) shall prepare all Tax Returns (including IRS Forms 8594) in a manner consistent with the Allocation Schedule and shall not take any such objection within inconsistent position on any Tax Returns or during the 30 days following delivery course of Sellers’ objections; provided, that if any Internal Revenue Service or other Tax audit or proceeding. If the parties are unable to resolve any dispute Purchaser and the Seller do not reach agreement with respect to the Allocation Schedule within such 30 day periodprior to December 1, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform 2011, the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx Purchaser and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers Seller shall present their respective positions on the disputed items to the Neutral Accountant in writing, Allocation Schedule and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as Disagreement Notice to an expert and not an arbitratorindependent third party, to resolve only the matters objected to by Sellers and not resolved be agreed upon by the parties with respect Seller and the Purchaser, to determine the determination allocation of the Allocation SchedulePurchase Price, with such independent third party’s allocation to be final for all purposes. The resolution In the event that the allocation is disputed by any taxing authority, the Neutral Accountant of such matters shall be within the range Party receiving notice of the amounts claimed by dispute shall promptly notify the parties in their written submissions to the Neutral Accountant. All other Party hereto concerning resolution of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)dispute.

Allocation of Purchase Price. Sellers Seller shall prepare and provide to Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation Closing, a schedule allocating the Purchase Price among the Purchased Assets (the “Purchase Price Allocation Schedule”) determined ). The Purchase Price Allocation Schedule shall be prepared in good faith and in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers applicable provisions of the Code. Buyer shall have 30 days reasonable opportunity to review and provide any objections thereto in writingcomment on the Purchase Price Allocation Schedule. Sellers Seller shall make such revisions to the Purchase Price Allocation Schedule as may be reasonably requested by Buyer and approved by Seller. After consideration of Buyer’s comments, Seller’s Purchase Price Allocation Schedule shall be binding on both Seller and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objectionsfor all federal income tax purposes; provided, that if upon the parties are unable advice of tax counsel reasonably acceptable to resolve any dispute with respect to Seller, Buyer believes that the Purchase Price Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses any portion thereof) is materially incorrect, the Independent Accounting Firm shall determine whether the Purchase Price Allocation Schedule or such portion is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx materially incorrect and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of such Independent Accounting Firm shall be final. If the Independent Accounting Firm determines that the Purchase Price Allocation Schedule or such portion is not materially incorrect, Seller and Buyer shall be bound by the Purchase Price Allocation Schedule. The resolution If the Independent Accounting Firm determines that the Purchase Price Allocation Schedule (or any portion thereof) is materially incorrect, Seller and Buyer shall be bound by the Neutral Accountant of Purchase Price Allocation Schedule as adjusted by such matters Independent Accounting Firm. Neither Buyer nor Seller shall agree to any proposed adjustment to the Purchase Price Allocation Schedule by any taxing authority without first giving the other prior written notice and the opportunity to challenge such proposed adjustment. Seller and Buyer each shall prepare a mutually acceptable and substantially identical IRS Form 8594 “Asset Acquisition Statement Under Section 1060” consistent with the Purchase Price Allocation Schedule which the Parties shall use to report the transactions contemplated by this Agreement to the applicable taxing authorities. The Purchase Price Allocation Schedule shall be within the range of the amounts claimed by the parties in their written submissions revised to take into account subsequent adjustments to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with Purchase Price, including any dispute under this Section 2.04 indemnification payments (which shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect treated for Tax purposes as adjustments to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) Purchase Price), in accordance with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning provisions of Section 1313(a) 1060 of the Code (or any similar provision of state or local applicable law)and the Treasury Regulations thereunder.

Allocation of Purchase Price. Sellers The Purchase Price (and Buyer agree to allocate the total consideration (as determined all Assumed Liabilities and other capitalized costs treated for federal income Tax purposes) purposes as paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposesAcquired Assets) shall be allocated among the Purchased Acquired Assets for all Tax purposes in a reasonable manner in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (amended, and the “Code”)regulations thereunder, based on the relative fair market values of the Acquired Assets. Buyer shall complete and deliver a schedule setting forth the proposed allocation of the Purchase Price among the Acquired Assets to Seller on or before March 31, 2016. Unless Seller notifies Buyer of any objection to the Buyer-prepared allocation schedule within 30 days after Seller’s receipt of such allocation schedule, such schedule shall be deemed to be mutually agreed upon by the Parties. In the event that Seller timely and reasonably disagrees with the proposed allocation schedule, the Treasury Regulations promulgated thereunder Parties will work and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt negotiate in good faith to resolve any disputes and finalize such objection within the 30 days following delivery allocation schedule as soon as possible thereafter. If Buyer and Seller fail to agree on a resolution of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect Seller’s objections to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, allocation schedule within 30 days thereafterafter Seller notifies Buyer of Seller’s objections, acting as an expert and not an arbitrator, to resolve only any disputed elements of the matters objected to by Sellers and not resolved by the parties with respect allocation schedule shall be promptly referred to the determination accounting firm of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All KPMG, LLP for final resolution, with each party bearing 50% of the fees and expenses other costs associated with resolution of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne disagreement by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described aboveaccounting firm. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall Seller will file all Tax Returns (including amended of their tax returns and claims for refund) and information reports in a manner consistent with such the foregoing allocation schedule as agreed upon or otherwise finally determined Allocation Scheduleby the accounting firm and will not take any position inconsistent with such allocation on any tax return or in any tax audit or tax-related proceeding, unless otherwise required pursuant by a Governmental Authority. If a Party receives a request from a Governmental Authority to applicable law or a “determination” within alter the meaning allocation schedule, such Party will notify the other Party of Section 1313(a) of the Code (or any similar provision of state or local applicable law)such request.

Allocation of Purchase Price. Sellers Within one hundred twenty (120) days following the Closing, Buyer shall prepare and Buyer agree deliver, or cause to allocate be prepared and delivered, to Seller, an allocation of the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) Initial Purchase Price among the Purchased Assets for all Tax purposes in accordance with Section 1060 assets of the Internal Revenue Code of 1986, as amended Company and the Division Entities and the non-competition covenant set forth in Section 5.11 hereof (the “Code”"Allocation"). If, within thirty (30) Business Days of the receipt of the Allocation, Seller notifies Buyer that it disagrees with the Allocation and provides Buyer with a notice setting out in reasonable detail the reasons for its disagreement (the "Allocation Dispute Notice"), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers then Seller and Buyer shall attempt in good faith to resolve any such objection their disagreement within the 30 days ten (10) Business Days following delivery Buyer's receipt of Sellers’ objectionsSeller's Allocation Dispute Notice; providedotherwise, that if the parties Allocation shall become the "Final Allocation." If Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day periodtheir disagreement, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items set forth in the Allocation Dispute Notice shall be submitted to the Neutral Accountant Independent Accounting Firm, whose expense shall be borne equally by Seller and Buyer. The Independent Accounting Firm shall determine and report in writingwriting to Seller and Buyer as to its determination of all disputed matters submitted to the Independent Accounting Firm and the effect of such SURGERY CENTERS DIVISION determinations on the Allocation within ten (10) Business Days after such submission, and such determinations shall be final, binding and conclusive as to Seller, Buyer and their respective Affiliates. In resolving any disputed item set forth in the parties shall require Allocation Dispute Notice, the Neutral Accountant, within 30 days thereafterIndependent Accounting Firm, acting in its capacity as an expert and not as an arbitrator: (i) shall limit its review to matters specifically set forth in Buyer's Allocation Dispute Notice as a disputed item (other than those items thereafter resolved by mutual written agreement of Seller and Buyer) and (ii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by any other party in the Allocation prepared by Seller or Buyer's Allocation Dispute Notice delivered pursuant to this Section 6.1(b). Each of Seller and Buyer shall have the right, within five (5) Business Days of submission of any disputed item to the Independent Accounting Firm, to resolve only meet with representatives of the matters objected to by Sellers Independent Accounting Firm and not resolved by the parties with respect present its position as to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by item. In addition, Seller and Buyer shall each furnish to the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys Independent Accounting Firm such work papers and other representatives with respect documents and information relating to the matters described abovedisputed items, as the Independent Accounting Firm may reasonably request. The Allocation, as adjusted to reflect the determinations of the Independent Accounting Firm, shall be the Final Allocation. Buyer and Sellers each Seller agree to complete and file Form 8594 (including any supplemental filingi) with its applicable U.S. federal income Tax Returnbe bound by the Final Allocation, and shall file all Tax Returns (including amended returns and claims for refundii) and information reports act in a manner consistent with such finally determined the Final Allocation Schedulefor all purposes, unless including, without limitation, the preparation of financial statements and filing of all Tax Returns and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) take no position, and cause their Affiliates to take no position, inconsistent with the Final Allocation for any purpose, in each case, except as otherwise required pursuant to applicable law by Law. Notwithstanding the foregoing, nothing in Section 6.1 shall prevent Seller or a “determination” within the meaning of Section 1313(aBuyer from making timely elections under Sections 754 and 338(h)(10) of the Code (or any similar provision of state or local applicable law)Code.

Allocation of Purchase Price. Sellers (a) Seller and Buyer agree to Purchaser shall allocate the total consideration Purchase Price (as determined for federal income Tax purposes) paid for and Assumed Liabilities, to the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposesextent properly taken into account under the Code) among the Purchased Assets for all Tax tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local or foreign law, as appropriate). A draft allocation schedule, substantially in the methodology form attached hereto as Exhibit J, shall initially be prepared by Purchaser and principles set forth on Exhibit A attached hereto. Buyer delivered to Seller not later than thirty (with Sellers’ cooperation as reasonably requested30) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to for Seller's review and provide any objections thereto in writingcomment. Sellers The Seller will be deemed to have accepted such allocation unless it provides written notice of disagreement to Purchaser within ten (10) days after the receipt of the draft allocation schedule. If Seller provides timely written notice of disagreement to Purchaser, Seller and Buyer Purchaser shall attempt work in good faith to resolve any disputes relating to the draft allocation schedule (such objection allocation schedule as finally agreed to by Purchaser and Seller, the “Allocation Schedule”). If, within thirty (30) days after Purchaser receives Seller’s notice of disagreement, the 30 days following delivery of Sellers’ objections; providedparties have not reached agreement, that Seller and Purchaser shall jointly appoint a nationally recognized accounting firm agreed to by the parties (and, if the parties are unable to resolve any dispute with respect to agree, the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faithNew York office of PriceWaterhouseCoopers) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and whom the parties shall require submit the Neutral Accountantdispute for resolution, within 30 days thereafterwhich resolution shall be final, acting as an expert conclusive and not an arbitrator, to resolve only binding on the matters objected to by Sellers and not resolved by the parties with respect parties. Notwithstanding anything in this Agreement to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of contrary, the fees and expenses of the Neutral Accountant in connection with any resolving this dispute under this Section 2.04 shall be borne equally by Seller and Purchaser. Not later than thirty (30) days prior to the party whose positions filing of their respective Internal Revenue Service Forms 8594 (based on aggregate dollar amountAsset Acquisition Statement under Section 1060 of the Code) are furthest from the final determination of such disputed items by the Neutral Accountant. Each relating to this transaction, each party shall bear any fees and expenses deliver to the other party a copy of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Internal Revenue Service Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)8594.

Allocation of Purchase Price. Sellers Seller and Buyer agree to allocate work in good faith to agree upon an allocation of the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) Estimated Purchase Price among the Purchased Assets for all Tax purposes assets of Erie and Cxxx Street and among the assets of each successor to OPNY GX XX, OPOS Coldwater or OPOS Cxxx Street, following any of the OPNY Corporate Reorganization or the OPOS Corporate Reorganization, in accordance with Section 1060 applicable Treasury Regulations, within 30 days after the signing of the Internal Revenue Code of 1986, as amended this Agreement (the “CodeESTIMATED PURCHASE PRICE ALLOCATION”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 Not later than 30 days after the Closing Date an determination of the Final Purchase Price, Seller and Buyer shall further agree upon the allocation schedule (of any adjustments resulting from such determination, with such adjustments to be made in a manner consistent with the “Estimated Purchase Price Allocation Schedule”) determined and in accordance with this Section 2.04 applicable Treasury Regulations (as adjusted, the “FINAL PURCHASE PRICE ALLOCATION”). Buyer and Exhibit A attached hereto, and Sellers Seller shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt work in good faith to resolve any such objection within disagreements regarding the 30 days following delivery of Sellers’ objections; provided, that if Estimated Purchase Price Allocation and the parties are unable Final Purchase Price Allocation. If the Parties fail to resolve any dispute with respect to the Allocation Schedule agree within such 30 respective 30-day period, periods upon either party may immediately engage Xxxxx Xxxxxxxx LLP (the Estimated Purchase Price Allocation or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested servicesFinal Purchase Price Allocation, such other regionally recognized dispute shall be resolved by an independent accounting firm as is agreed mutually acceptable to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writingSeller, and the parties decision of such independent accounting firm shall require be final and binding on the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation ScheduleParties. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of such accounting firm shall be borne equally by Seller, on the Neutral Accountant one hand, and Buyer, on the other hand. Seller and Buyer shall each prepare and timely file IRS Form 8594 “Asset Acquisition Statement Under Section 1060” and any other statements or forms prescribed under federal, state, local or foreign Tax Law (including any exhibits thereto) to report the Final Purchase Price Allocation. The Parties agree that they shall not, and shall not permit their Affiliates (including the Companies) to, take a position on any Tax Return or for any Tax purpose (including for purposes of assigning values to the Purchased Assets in connection with any dispute an election under this Section 2.04 shall be borne by 754 of the party whose positions (based on aggregate dollar amountCode) are furthest from that is inconsistent with the final determination of such disputed items by the Neutral AccountantFinal Purchase Price Allocation. Each party shall bear of Seller and Buyer agrees to provide the other promptly with any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree information required to complete and file Form 8594 (including and any supplemental filing) with its other Tax forms prescribed under applicable U.S. federal income federal, state, local or foreign Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant Law to applicable law or a “determination” within report the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Final Purchase Price Allocation.

Allocation of Purchase Price. Sellers Seller and Buyer agree to allocate that the total consideration (as determined for federal income Tax purposes) paid for Purchase Price and the Purchased Assets (including any relevant Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) shall be allocated among the Purchased Assets for all Tax purposes in accordance with Section 1060 of Code. Seller and Buyer shall provide the Internal Revenue Code of 1986, other promptly with any other information required to complete the Allocation Schedule (as amended (the “Code”defined below), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) and Seller also shall deliver allocate and report any adjustments to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined Purchase Price in accordance with this Treasury Regulations Section 2.04 and Exhibit A attached hereto1.1060-1(e), and Sellers any allocations made as a result of such adjustments shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination become part of the 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 accordance with a schedule that Buyer shall provide to Seller within thirty (30) days after the Closing. Thereafter, Seller shall have thirty (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 the Buyer, with each party using its commercially reasonable efforts to resolve such dispute within thirty (30) days, as to the contents of the schedule (with the resulting agreed-upon schedule in both instances called the “Allocation Schedule”). If Seller and Buyer are unable to resolve such dispute within such thirty (30) day period, the resolution of such dispute shall be determined by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 Accounting Firm whose cost shall be borne equally by Seller and Buyer. The parties shall instruct the party whose positions Accounting Firm to resolve such dispute within fifteen (based on aggregate dollar amount15) are furthest from the final determination days after submission of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect item to the matters described aboveAccounting Firm for its consideration. The Accounting Firm’s resolution of the dispute shall be final and binding on the parties and shall be deemed to amend the Allocation Schedule. Once Seller and Buyer agree on the Allocation Schedule (or once the Accounting Firm determines the Allocation Schedule), Seller and Sellers each agree to complete and Buyer shall file Internal Revenue Service Form 8594 and any required attachments thereto (including any supplemental filing) “Form 8594”), together with its applicable U.S. federal income all federal, state and local Tax ReturnReturns, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with and in accordance with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law).

Allocation of Purchase Price. Sellers (a) Within thirty (30) Business Days after the final resolution of any adjustments provided pursuant to Section 2.07, Buyer shall provide to Seller an allocation schedule that provides the manner in which the sum of the Purchase Price, the Assumed Liabilities and Buyer agree all other items required to allocate the total consideration (as determined be taken into account for U.S. federal income tax purposes (collectively, the “Total Tax purposesConsideration”) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) shall be allocated among the Purchased Assets for all Tax purposes Assets, which allocations shall be made in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (and the “Code”), the applicable Treasury Regulations promulgated thereunder and and, to the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule extent not inconsistent therewith, any other applicable Tax Law (the “Allocation Schedule”); provided, however, that the Allocation Schedule shall be subject to the review and approval of Seller. Seller shall have the right to withhold their approval to any portion of the Allocation Schedule by written notice to Buyer. If Seller does not object to the Allocation Schedule by written notice to Buyer within thirty (30) determined in accordance with this Section 2.04 Business Days after receipt by Seller of the Allocation Schedule, then the Allocation Schedule shall be deemed to have been accepted and Exhibit A attached heretoagreed upon, and Sellers final and conclusive, for purposes of this Agreement; provided, however, that such Allocation Schedule shall have 30 days be subject to review any adjustment upon and provide as a result of any objections thereto adjustment to the Total Tax Consideration. If Seller timely objects to the Allocation Schedule, Seller shall notify Buyer in writing. Sellers writing of their objection to the Allocation Schedule and shall set forth in such written notice the disputed item or items and the basis for their objection and Buyer and Seller shall attempt act in good faith to resolve any such objection within the 30 days dispute for a period of thirty (30) Business Days thereafter. If, following delivery of Sellers’ objections; provided, that if the parties are unable a good faith attempt to resolve any dispute with respect to the Allocation Schedule within such 30 day perioddisputes, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and Seller cannot an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined an Allocation Schedule, unless otherwise required pursuant Buyer and Seller shall be permitted to applicable law or a “determination” within the meaning of Section 1313(a) determine their own allocation of the Code (or any similar provision of state or local applicable law)Total Tax Consideration for Tax purposes.

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within Within 60 days after the Closing Date an allocation Date, Purchaser shall deliver to Sellers a schedule allocating the Purchase Price and Assumed Obligations among the Transferred Assets in accordance with section 1060 of the Code and the regulations thereunder (the “Allocation Schedule”) determined ). The Allocation Schedule shall include a breakdown by Governmental Authority and shall in accordance with this Section 2.04 and Exhibit A attached hereto, all other material respects contain sufficient detail to enable Purchaser and Sellers shall to determine Taxes applicable to the transactions contemplated by this Agreement. Sellers have 30 days from the date of receipt of the Allocation Schedule to review and notify Purchaser in writing that Sellers dispute one or more items reflected on the Allocation Schedule as having no reasonable basis for the allocation set forth in the Allocation Schedule, which notice shall include a detailed explanation of the basis for the dispute. If Sellers do not provide any objections thereto in writingsuch notice to Purchaser, Sellers shall be deemed to have accepted the Allocation Schedule as submitted by Purchaser. If Sellers do provide such notice, Sellers and Buyer Purchaser shall attempt negotiate in good faith to resolve such dispute. If Sellers and Purchaser fail to resolve any such objection dispute within the 30 days following delivery of Purchaser’s receipt of Sellers’ objections; providednotice, that if the parties are unable to resolve any Arbitrating Accounting Firm shall be engaged for resolution of the dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform allocation of the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx Purchase Price and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items Assumed Obligations to the Neutral Accountant extent such allocation is in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the dispute. The determination of the Allocation ScheduleArbitrating Accounting Firm shall be final and binding on all parties. The resolution by parties agree not to take any position inconsistent with the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral AccountantAllocation Schedule for Tax reporting purposes. All of the The fees and expenses of the Neutral Accountant Arbitrating Accounting Firm in connection with the resolution of any dispute under this Section 2.04 shall be borne paid equally by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees Purchaser and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Sellers.

Allocation of Purchase Price. Sellers (a) Subject to the adjustments set forth in Section 2.9, Section 2.10 and, if applicable, Section 3.7, the cash purchase price for the Transferred Assets shall be $210,000,000 (the “Purchase Price”). (b) LP Canada, Parent, Purchaser, and Buyer agree to allocate Canadian Purchaser have agreed upon a methodology for allocating the total consideration (including the Purchase Price) for the Transferred Assets as between those Transferred Assets being acquired by the Purchaser and those Transferred Assets being acquired by the Canadian Purchaser, in each case in the aggregate, and among those Transferred Assets being acquired by each Purchaser, as set forth in Section 2.5(b) of the Sellers Disclosure Schedule (the “Initial Allocation Schedule”). For the avoidance of doubt, the Initial Allocation Schedule shall include sufficient information for the Purchasers to determine the availability of any Transfer Tax exemptions, including but not limited to the GST relief for forestry licenses under section 162 of the Excise Tax Act (Canada) and PST resale exemptions for Transferred Inventory and exemptions for production machinery and equipment. No later than ten (10) days before Closing, Seller shall deliver a schedule updating the Initial Allocation Schedule to take into account the financials of LP Canada and Parent as of June 30, 2022, but based on the same methodology as used in preparing the Initial Allocation Schedule (the “Closing Date Allocation Schedule”); provided, that if Purchaser disagrees that such schedule reflects the same methodology, the Parties shall cooperate in good faith to ensure that an agreed upon Closing Date Allocation Schedule is prepared prior to Closing. Within sixty (60) days after the Final Net Working Capital is finally determined for federal income Tax purposes) pursuant to Section 2.10, the Parent shall deliver to Purchaser and Canadian Purchaser a schedule allocating the total consideration paid for the Purchased Transferred Assets (including which includes the Purchase Price and the agreed amount of any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) the Transferred Assets), among the Purchased Assets Transferred Assets, using the same methodology as used in the Initial Allocation Schedule, updated only for all Tax purposes changes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended facts (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Post-Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law).Allocation

Allocation of Purchase Price. Sellers and Within sixty (60) calendar days of the Closing, Buyer agree shall provide to allocate the total consideration (as determined for federal income Tax purposes) paid TDY a schedule which will provide for the Purchased Assets (including any allocation of the Preliminary Purchase Price and the Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Shares, the Transferred Assets for all Tax purposes and the Tungsten Materials IP assigned pursuant to the IP Assignment Agreements, in accordance a manner consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (the "Purchase Price Allocation"). The Purchase Price Allocation shall attribute such allocated amounts to TDY and the methodology Share Sellers based on their ownership of the Shares, the Transferred Assets and principles the Tungsten Materials IP assigned pursuant to the IP Assignment Agreement on the date of this Agreement, which ownership allocation is set forth on Exhibit A attached heretoSection 2.4 of the Seller’s Disclosure Schedule. The Purchase Price Allocation shall be subject to the review and consent of TDY. If TDY does not object to the Purchase Price Allocation by written notice to Buyer within thirty (with Sellers’ cooperation as reasonably requested30) Business Days after receipt, then the Purchase Price Allocation shall deliver be deemed to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 have been accepted and Exhibit A attached heretoagreed upon, and Sellers final and conclusive, for all purposes of this Agreement. If TDY objects to the Purchase Price Allocation, it shall have 30 days to review notify Buyer in writing of its objection within thirty (30) Business Days after receipt by Buyer of the Purchase Price Allocation and provide any objections thereto shall set forth in writing. Sellers such written notice the disputed item or items and the basis for its objection, and TDY and Buyer shall attempt act in good faith to resolve any such objection dispute for a period of fifteen (15) Business Days thereafter. If, within the 30 days following fifteen (15) Business Days of TDY’s delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect a valid written notice of objection to the Allocation Schedule within such 30 day periodPurchase Price Allocation, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on TDY have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to the Neutral Accountant in writingAccounting Firm, and whose determination shall be binding upon the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Scheduleparties. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant Accounting Firm in connection with the resolution of any dispute under this Section 2.04 2.4 shall be borne paid fifty percent (50%) by the party whose positions TDY and fifty percent (based on aggregate dollar amount50%) are furthest from the final determination of such disputed items by the Neutral AccountantBuyer. Each party If necessary, Buyer shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect make appropriate adjustments to the matters described abovePurchase Price Allocation to reflect the difference, if any, between the Preliminary Purchase Price and the Final Purchase Price as determined pursuant to Section 2.3. Buyer and Sellers each agree to complete and file Form 8594 The parties shall (including any supplemental filingi) with its applicable U.S. federal income Tax Return, and shall timely file all Tax Returns (including amended returns United States Internal Revenue Service Form 8594 and claims for refundany supplemental filings to reflect any revisions to the Purchase Price Allocation) required to be filed in connection with the Purchase Price Allocation, and information reports (ii) prepare and file all Tax Returns and determine all Taxes in a manner consistent with such finally determined the Purchase Price Allocation. Each of the parties shall notify the other if it receives notice that any Tax Authority proposes any allocation different from that set forth on the Purchase Price Allocation. No party shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with the Purchase Price Allocation Schedule, unless otherwise required (as adjusted as a consequence of any adjustments to the Purchase Price pursuant to Section 2.3) unless required to do so under GAAP or applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)Law.

Allocation of Purchase Price. Sellers and Buyer agree to (i) The parties hereto shall allocate the total Purchase Price (and any other amount or item treated as consideration (as determined for U.S. federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with the rules under Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached heretothereunder, as applicable, pursuant to an allocation schedule (an “ Allocation Schedule ”) to be prepared by Buyer. Buyer (with Sellers’ cooperation as reasonably requested) shall prepare and deliver to Sellers an initial Allocation Schedule within 60 thirty (30) days after the Closing Date an allocation schedule Date. (ii) If, within twenty (20) days following the “delivery of the initial Allocation Schedule”, neither Seller notifies Buyer of its disagreement with the Allocation Schedule, the Allocation Schedule shall be final and binding on all parties. If, within such twenty (20)-day period, either Seller notifies Buyer, in writing, that it disputes any item reflected in the initial Allocation Schedule, Buyer and the Sellers shall use commercially reasonable efforts to settle the dispute with respect to such comments promptly. If Buyer and Sellers have not resolved such dispute within thirty (30) determined days of Buyer’s receipt of such Seller’s comments, Buyer and Sellers shall jointly retain an Independent Accountant to resolve disputed items in accordance with this Section 2.04 Agreement and, absent fraud or manifest error, any determination by the Independent Accountant shall be final and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions binding on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Scheduleparties. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the costs, fees and expenses of the Neutral Independent Accountant in connection with any dispute under this Section 2.04 shall be borne equally by each Seller asserting a dispute and Buyer or by Medley and Buyer in the party whose positions (based on aggregate dollar amount) are furthest from the final determination case of such disputed items any dispute asserted by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described aboveBuyer. Buyer and Sellers each hereby covenant and agree to complete and file Form 8594 (including any supplemental filingi) with its applicable U.S. federal be bound by the final Allocation Schedule for all income Tax Returnpurposes, (ii) prepare and shall file all Tax Returns on a basis consistent with the final Allocation Schedule and (including amended returns and claims iii) not take any position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial Proceeding that is in any way inconsistent with the terms of the final Allocation Schedule unless required to do so by Applicable Law. (iii) If any indemnification payment is made pursuant to this Agreement or any other adjustment to the Purchase Price for refund) and information reports U.S. federal income tax purposes occurs, Buyer shall promptly revise the final Allocation Schedule to take into account such payment or adjustment in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning principles of Section 1313(a) 1060 of the Code and the regulations thereunder (or and any similar corresponding provision of state state, local or local applicable lawforeign Tax Law, as appropriate).. (b)

Allocation of Purchase Price. Sellers and Buyer agree to allocate Not later than forty-five (45) days after the total consideration (as determined Closing, Purchaser shall provide Seller with an allocation of the Purchase Price, plus any liabilities deemed assumed for U.S. federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) , among the Purchased Project Assets for all Tax purposes in accordance with as of the Closing Date using the allocation method provided by Section 1060 of the Internal Revenue Code of 1986, as amended and the Treasury regulations thereunder (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Purchase Price Allocation Schedule”). Within thirty (30) determined in accordance days after its receipt of Purchaser’s proposed Purchase Price Allocation Schedule, Seller shall propose to Purchaser any changes thereto, or otherwise shall be deemed to have agreed with this Section 2.04 and Exhibit A attached heretoPurchaser’s proposed Purchase Price Allocation Schedule. If Seller proposes changes to Purchaser’s proposed Purchase Price Allocation Schedule within the thirty (30) day period described above, and Sellers the Parties shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt cooperate in good faith to resolve mutually agree upon a revised Purchase Price Allocation Schedule as soon as practicable and in any event within fifteen (15) days of receipt of Seller’s proposed changes. If, after such objection within fifteen (15) day period, the 30 days following delivery of Sellers’ objections; provided, that if the parties Parties are unable to resolve any agree on a revised Purchase Price Allocation Schedule, the Parties shall refer such dispute to an Independent Accounting Firm, which Independent Accounting Firm shall make a final and binding determination as to all matters in dispute with respect to the Purchase Price Allocation Schedule within (and only such 30 day periodmatters) on a timely basis and shall promptly notify the Parties in writing of its resolution. The Independent Accounting Firm shall not have the power to modify or amend any term or provision of this Agreement. Purchaser, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writingone hand, and Seller, on the parties other hand, shall require the Neutral Accountant, within 30 days thereafter, acting as an expert bear and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All pay one-half of the fees and expenses of other costs for services rendered by the Neutral Accountant in connection with any dispute under Independent Accounting Firm pursuant to this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant2.3. Each party shall bear The Parties agree that they will not take nor will they permit any fees and expenses of its own accountantsAffiliate to take, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including for Tax purposes, any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent position inconsistent with such finally determined Purchase Price Allocation Schedule, Schedule unless otherwise required pursuant to applicable law or Law. If any adjustment is required to be made to the Purchase Price Allocation Schedule as a “determination” within the meaning of Section 1313(a) result of the Code payment of any additional Purchase Price or otherwise, this Section 2.3 shall govern the rights and obligations of the Parties with respect to such revised Purchase Price Allocation Schedule. Each Party shall notify the other Party, within twenty (20) days after notice or any similar provision commencement of state an examination, audit or local applicable law)other proceeding regarding the allocation determined under this Section 2.3.

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 Within 120 days of the Internal Revenue Code determination of 1986, as amended (the “Code”)Final Net Non-Cash Working Capital and Closing Date Cash, the Treasury Regulations promulgated thereunder Buyer shall prepare and deliver to the Seller a proposed allocation of the Purchase Price. If the Seller fails to deliver a written notice of objection to the Buyer within the twenty (20) Business Day period following delivery of the proposed Purchase Price allocation, the Seller shall be deemed to have accepted the Purchase Price allocation proposed by the Buyer to the Seller, which shall be final and binding on the Buyer and the methodology Seller for purposes of their Tax Returns. If, however, the Seller delivers a written notice of objection to the Buyer within such twenty (20) Business Day period, the Seller and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt endeavor in good faith to resolve any such objection disputed items within fifteen (15) Business Days after the 30 days following delivery date of Sellers’ objections; provided, that if the parties Buyer’s receipt of the Seller’s written notice of objection. If the Seller and the Buyer are unable to resolve any the disputed items, the Seller and the Buyer shall submit the dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) Independent Accountant to resolve the all items remaining disputed items. Buyer in dispute and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Independent Accountant in connection with any dispute under this Section 2.04 shall be borne allocated between the Buyer and the Seller in the manner provided for by Section 2.6(a)(vii). The Buyer and the Seller shall provide to the Independent Accountant, on a timely basis, all back-up materials relating to the unresolved disputes requested by the party whose positions Independent Accountant to the extent available to the Buyer or its representatives or the Seller and his 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 Buyer and the Seller may present to the Independent Accountant any material related to the unresolved disputes (based 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 Buyer and the Seller, within thirty (30) days of engagement of the Independent Accountant, the Independent Accountant shall prepare and deliver to the Buyer and the Seller a Purchase Price allocation reflecting its resolution of all issues in dispute. The determination by the Independent Accountant shall be final, binding and conclusive on aggregate dollar amount) are furthest from the Parties. The Parties shall use the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect Purchase Price allocation to the matters described above. Buyer and Sellers each agree to complete prepare and file IRS Form 8594 (including 8883 “Asset Allocation Statement Under Section 338” and any supplemental filing) other state, local or foreign tax returns, if such an election is made under Section 6.7(h). No Party shall take any inconsistent position with its applicable U.S. federal income Tax Returnthe final Purchase Price allocation. The Parties shall cooperate in preparing, executing and shall file filing with the IRS and any other state, local or foreign tax authorities all Tax Returns (including amended necessary information returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of under Section 1313(a) 338 of the Code (or any similar provision of state or local applicable law)and the Regulations promulgated thereunder.

Allocation of Purchase Price. Sellers Within 90 days after the Closing Date, (a) Purchaser and Buyer Seller shall mutually agree to allocate on the total consideration (as determined for federal income Tax purposes) paid for allocation of the Purchased Assets (including any Purchase Price, together with the Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) included in the amount realized, among the Purchased Assets for all Tax purposes in accordance with Section 1060 of according to their relative fair market values on the Internal Revenue Code of 1986Closing Date, as amended and (the “Code”), the Treasury Regulations promulgated thereunder b) Purchaser shall prepare and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation Seller a schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers setting forth such mutually agreed-upon allocation among the Purchased Assets. Seller shall have 30 10 days after receipt of the Allocation Schedule to review and provide Purchaser with written notice of any objections thereto in writingobjection to the Allocation Schedule. Sellers and Buyer shall attempt in good faith to resolve If Seller does not provide written notice of any such objection within such 10-day period, the 30 days following delivery Allocation Schedule shall become final (the “Final Purchase Price Allocation”). If Seller provides written notice of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect its objection to the Allocation Schedule within such 30 10-day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx Purchaser and Sellers Seller shall negotiate in good faith) (faith to agree upon a revised allocation, and any such agreed-upon allocation shall become the “Neutral Accountant”) to resolve the remaining disputed itemsFinal Purchase Price Allocation. Buyer If Purchaser and Sellers shall present their respective positions on the disputed items Seller cannot agree upon a revised allocation with 20 days following Seller’s written notice of its objection to the Neutral Accountant Allocation Schedule, then the matters in writingdispute shall be submitted to the Accounting Firm, and the parties Accounting Firm’s decision on such disputed matters, together with any agreed-upon matters, shall require constitute the Neutral Accountant, Final Purchase Price Allocation. Purchaser and Seller shall use their commercially reasonable efforts to cause the Accounting Firm to make its determination as promptly as possible and in any event within 30 days thereafter, acting as an expert after the Accounting Firm has been retained. The cost and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination expense of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range Accounting Firm for purposes of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any foregoing dispute under this Section 2.04 resolution shall be borne equally by the party whose positions (based Purchaser and Seller. The Final Purchase Price Allocation shall be binding on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral AccountantPurchaser and Seller. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect Subject to the matters described above. Buyer foregoing provisions of this Section 2.08, Purchaser and Seller shall, and Seller shall cause the other Asset Sellers each agree to complete to, report the purchase and file sale of the Purchased Assets and the Purchased Shares on all relevant Tax Returns, including IRS Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return8594, and shall file all not take any position inconsistent with the Allocation Schedule unless required by applicable Law; provided, however, that Purchaser’s Tax Returns (including amended returns basis in the Purchased Assets and claims for refund) the Purchased Shares may exceed the total amount allocated to the Purchased Assets and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required the Purchased Shares pursuant to the Allocation Schedule to reflect Purchaser’s capitalized transaction costs, and Seller’s amount realized may be less than the total amount allocated to the Purchased Assets and the Purchased Shares pursuant to the Allocation Schedule in order to reflect Seller’s transaction costs. The Allocation Schedule shall be subsequently amended as required by applicable law or a “determination” within Law as the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law)parties shall mutually agree.