Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price.

Allocation of Purchase Price. The Companies Purchaser Parent and Buyer shall US Purchaser will (and will cause Purchasers and Purchaser Parent’s and US Purchaser’s respective Affiliates (including the Acquired Subsidiaries following the Closing) to) and Graco will (and will cause Sellers and Graco’s Affiliates to) allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities substantially in accordance with an allocation schedule substantially in Schedule 3.3 and Applicable Law. Graco shall prepare the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the final allocation of the Purchase Price made pursuant to this Section 3.4 consistent with Schedule 3.3, and such final allocation, as prepared by Graco, shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service be binding on Purchaser Parent, US Purchaser and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with Purchasers (such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such final allocation of the Purchase Price, as prepared by Graco in accordance with the foregoing, being the “Final Allocation”). Following the Closing, Purchaser Parent and Graco will, and will cause their respective Affiliates (including Purchasers, the Acquired Subsidiaries and Sellers, as applicable) to, make consistent use of the Final Allocation as adjusted to reflect any adjustment pursuant to Section 3.2, if any. With respect to the Final Allocation, each of Purchaser Parent, Purchasers, and Sellers (1) will be bound by the Final Allocation, (2) will (and will cause its respective Affiliates to) act in accordance with the Final Allocation in the preparation of all financial statements and the filing of all Tax Returns and in the course of any Tax audit, Tax review or exhaust administrative remedies before any taxing authority or agency other Tax proceeding relating thereto, (3) will (and will cause its respective Affiliates to) take no position inconsistent with the Final Allocation for Tax purposes (including in connection therewithwith any proceeding), unless in each case otherwise required pursuant to a “determination” within the meaning of section 1313(a) of the Code, and (4) not later than 30 days before the Companies and Buyer shall not be required to litigate before any court filing of its IRS Forms 8594 (including without limitation the United States Tax Court), any proposed deficiency whether initial or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice supplemental) relating to the transactions contemplated herein, will deliver to each other a true, correct and complete copy of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceIRS Forms.

Allocation of Purchase Price. The Companies For federal income Tax and applicable state and local Tax purposes, Buyer and Parent hereby agree to treat (and to cause their respective Affiliates to treat) the purchase and sale of the Membership Interests pursuant to this Agreement as a sale of the Purchased Assets held by ES, RE and, if the transaction structure is modified pursuant to Section 8.23 to involve the direct sale of the STLH Equity Interests to Buyer, STLH. No more than ninety (90) days after the Determination Date, Buyer shall prepare and deliver to Sellers a written statement setting forth (i) the allocation of the purchase price (as determined for federal income Tax purposes, taking into account any additional amounts payable pursuant to Section 3.2) among the Target Stock and the Membership Interests, (ii) the allocation of the purchase price from clause (i) allocated to the Membership Interests, plus any assumed liabilities of ES, RE and, if the transaction structure is modified pursuant to Section 8.23 to involve the direct sale of the STLH Equity Interests to Buyer, STLH that are required to be treated as part of the purchase price for federal income Tax purposes to the Purchased Assets (and any other assets that are considered to be acquired for federal income Tax purposes) held by ES, RE and, if the transaction structure is modified pursuant to Section 8.23 to involve the direct sale of the STLH Equity Interests to Buyer, STLH in accordance with Section 1060 of the Code and the Treasury Regulations thereunder and (iii) the allocation of the purchase price from clause (i) allocated to the Target Stock, plus any assumed liabilities of Target that are required to be treated as part of the purchase price for federal income Tax purposes to the Purchased Assets (and any other assets that are considered to be acquired for federal income Tax purposes) held by Target in accordance with Section 338(h)(10) (and, on a protective basis, Section 336(e)) of the Code and the Treasury Regulations thereunder (the “Purchase Price Allocation”). Buyer and Sellers shall negotiate 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 a mutually agreed upon national accounting firm (the “Tax Arbiter”) in accordance with this Agreement, as promptly as practicable, and such resolution(s) will be reflected in the Purchase Price Allocation, provided that the resolution for each disputed item contained in the Tax Arbiter’s determination shall be made subject to the definitions and principles set forth in this Agreement. Buyer and Sellers shall each use its commercially reasonable efforts to furnish to the Tax Arbiter such work papers and other documents and information pertaining to the disputed item as the Tax Arbiter may request. Sellers and Buyer shall allocate bear their own expenses in the preparation and review of the Purchase Price among Allocation, except that the Acquired Assets fees and expenses of the Assumed Liabilities in accordance with an allocation schedule substantially in Tax Arbiter shall be borne equally by Buyer, on the form set forth one hand, and Sellers, on Exhibit 3.4the other hand. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this AgreementBuyer, the Companies and Buyer employing the allocation of Sellers shall file all Tax Returns (including, but not limited to, IRS Forms 8594 and 8883) consistent with the Purchase Price made pursuant Allocation, and shall not agree to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use any proposed adjustment to, or settlement with respect to, the Purchase Price Allocation by any Governmental Entity without first giving the other parties prior written notice and an opportunity to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with confer regarding such allocationadjustment; provided, however, that nothing contained herein the Purchase Price Allocation shall require the Companies and Buyer to contest any proposed deficiency or adjustment be adjusted by any taxing authority or agency which challenges such allocation of other amounts paid under this Agreement following the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and Determination Date that affect the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States purchase price for federal income Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricepurposes.

Allocation of Purchase Price. The Companies Seller and Buyer shall allocate agree that the Purchase Price shall be allocated among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form as set forth on Exhibit 3.4. As soon as may be practicable after “C” (the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to “Allocated Values”) for the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after purpose of handling those instances for which the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation Cash Portion of the Purchase Price made is to be adjusted on account of a Casualty Defect pursuant to Article 16. Seller and Buyer also agree that for the purpose of making the requisite filings under Section 1060 of the Code and the Treasury regulations thereunder, the Purchase Price and any liabilities assumed by Buyer under this Section 3.4 Agreement shall prepare mutually acceptable IRS Forms 8594 which they shall use be allocated among the Assets, consistent with the Allocated Values set forth on Exhibit “C” (the “Purchase Price Allocation”). Seller and Buyer each agree to report, and to cause their respective Affiliates to report, the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the transaction contemplated in this Agreement information required by Section 1060(b) of the Code, and to jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060) consistent with the Purchase Price Allocation as revised to take into account subsequent adjustments to the Internal Revenue Service Cash Portion of the Purchase Price, including any adjustments pursuant to Section 3.3, and to all other taxing authorities. Neither the Companies nor Buyer shall not take a any position inconsistent therewith upon examination of any Tax Return, in any returnrefund claim, Tax proceedingin any litigation, tax audit investigation or otherwise inconsistent otherwise, unless required to do so by applicable Law after notice to and discussions with the other Party, or with such allocationother Party’s prior consent; provided, however, that nothing contained herein shall require the Companies and Buyer to contest prevent a Party from settling any proposed deficiency or adjustment by any taxing authority or agency which challenges such Governmental Authority based on the purchase price allocation of agreed to by the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithParties pursuant to this Section 3.4, and the Companies and Buyer shall not no Party will be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges Governmental Authority challenging such allocation purchase price allocation. Buyer shall prepare a draft of the Purchase Price. The Companies Form 8594 and Buyer shall give prompt notice provide such draft to Seller no later than sixty (60) days after the Closing Date and Seller may review and comment prior to the other Parties’ filing of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceForm 8594.

Allocation of Purchase Price. The Companies allocation of the Closing Date Payment and Buyer shall allocate any other amounts treated as purchase price for applicable income tax purposes (the Purchase Price “Asset Allocation”) among the Acquired Purchased Assets being sold by the Company shall be prepared jointly by the Company and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable Purchaser after the Closing Date in the manner required by Section 1060 of the Code and prior the Treasury Regulations promulgated thereunder. The Company and Purchaser agree to filing cooperate with each other in the preparation of, and to negotiate in good faith to resolve any tax return which includes information dispute with respect to, the Asset Allocation; provided, however, that in the event that the Company and Purchaser cannot reach agreement with respect to the Asset Allocation within one hundred eighty (180) calendar days after the Closing Date, the Designated Accounting Firm with recognized valuation expertise mutually agreed upon by Purchaser and the Company shall prepare the Asset Allocation. The costs related to having the transaction contemplated in this AgreementDesignated Accounting Firm prepare the Asset Allocation shall be borne equally by Purchaser and the Company. The Parties agree that they will not, the Companies and Buyer employing the allocation will not permit any of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall 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 return, Tax proceeding, tax audit or otherwise examination before any Governmental Authority that is inconsistent with such allocationthe final Asset Allocation (the final Asset Allocation being referred to herein as the “Allocation”); provided, however, that nothing contained herein in this Section 2.06 shall prevent the Parties or their respective Affiliates from settling, or require the Companies and Buyer any of them to contest litigate, any challenge, proposed deficiency deficiency, adjustment or adjustment other similar Proceeding by any taxing authority or agency which challenges such allocation Governmental Authority with respect to the Allocation. Each of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, Purchaser and the Companies and Buyer Company shall not be required to litigate before promptly notify the other in writing upon receipt of notice of any court (including without limitation pending or threatened Tax audits, assessments or other proceedings challenging the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of Allocation. If the Purchase Price. The Companies and Buyer shall give prompt notice Closing Date Payment is adjusted pursuant to the other terms of this Agreement, the commencement of any tax audit or Allocation shall be adjusted in a manner consistent with the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceprocedures set forth in this Section 2.06.

Allocation of Purchase Price. The Companies and Buyer shall allocate With respect to the Purchase Price among acquisition of the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As Purchased Assets, as soon as may be practicable after the Closing, Companies and Seller shall deliver to Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the an allocation of the Purchase Price made (plus Assumed Liabilities to the extent properly taken into account under the Code and the Treasury Regulations) among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) for Buyer’s approval, which approval shall not be unreasonably withheld. Seller and Buyer shall work in good faith to resolve any disputes relating to the Allocation. In the event that the Parties cannot agree on a mutually satisfactory Allocation within thirty (30) calendar days after Seller’s delivery of the Allocation to Buyer, Deloitte & Touche LLP shall, at the joint expense of Buyer and Seller, determine the appropriate Allocation, which determination shall be binding on the Parties. Once Buyer and Seller are in agreement on the Allocation, Buyer and Seller shall (i) act in accordance with the Allocation in the preparation of all financial statements and the filing of all Tax Returns (including, without limitation, in the filing of Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto and (ii) take no position and cause their Affiliates to take no position inconsistent with the Allocation for all Tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of any local, state or foreign Tax law). Not later than thirty calendar days prior to the filing of their respective Forms 8594 relating to this transaction, each Party shall deliver to the other Party a copy of its Form 8594. To the extent required by Applicable Law, the Allocation shall be revised to reflect any adjustment of the Purchase Price pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceAgreement.

Allocation of Purchase Price. The Companies Within one hundred and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable twenty (120) calendar days after the Closing and prior Date, Parent shall deliver to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the an allocation of the Purchase Price (and all other capitalized costs) as determined for tax purposes, among the Purchased Assets. Such allocation shall be made pursuant to Code Section 1060 and the Treasury Regulations thereunder (and any similar provision of state, local or non-U.S. Law, as appropriate). If, within thirty (30) calendar days of Buyer’s receipt of Parent’s proposed allocation, Buyer does not deliver to Parent written notice (a “Buyer Allocation Objection Notice”) of any objections that it has to such allocation, Parent’s proposed allocation shall be final. If Buyer timely delivers to Parent a Buyer Allocation Objection Notice, then Parent and Buyer shall work together in good faith to resolve the disputed items. If Parent and Buyer are unable to resolve all of the disputed items within thirty (30) calendar days of Parent’s receipt of the Buyer Allocation Objection Notice (or such later date as Parent and Buyer may agree), then Parent and Buyer shall refer the disputed items for resolution, consistent with the side constraints set forth in Exhibit A, to the Accounting Firm in accordance with procedures analogous to those set forth in Section 2.4(c). Notwithstanding anything in this Section 2.5 to the contrary, in no event will the allocation finalized pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement 2.5 include any allocations contrary to the Internal Revenue Service restrictions set forth in Exhibit A. Sellers and Buyer agree that the allocation determined under this Section 2.5 shall be binding on all Parties, and that Sellers and Buyer will (and Buyer will cause the Acquired Subsidiaries to) report, act and file Tax Returns (including, but not limited to IRS Form 8594) in all other taxing authoritiesrespects and for all purposes consistent with such allocation, except to the extent inconsistent with applicable Law. Neither the Companies Sellers nor Buyer shall (and Buyer will not permit an Acquired Subsidiary to) take a any position (whether in any return, Tax proceedingaudits, tax audit returns or otherwise otherwise) that is inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be unless required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment do so by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceapplicable Law.

Allocation of Purchase Price. The Companies Purchase Price shall be allocated among the Assets acquired hereunder in accordance with the Memorandum of Allocation executed and Buyer delivered by the Purchaser and the Seller contemporaneously with the execution and delivery of this Agreement (the “Memorandum of Allocation”) (and in a manner that is consistent with Section 1060 of the Internal Revenue Code of 1986, as amended) and shall allocate be adjusted as required by the Purchase Price among adjustment set forth in Section 3.3 hereof. It is agreed that the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially apportionments set forth in the form set forth on Exhibit 3.4. As soon as may be practicable after Memorandum of Allocation have been arrived at by arm’s length negotiation and properly reflect the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation respective fair market values of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service Assets. Seller and to all other taxing authorities. Neither the Companies nor Buyer shall Purchaser each hereby covenants and agrees that it will not take a position on any tax return, before any governmental agency charged with the collection of any tax, or in any return, Tax proceeding, tax audit or otherwise judicial proceeding that is in any way inconsistent with the terms of the Memorandum of Allocation. If any party receives notice that a taxing authority is challenging such allocation; provided, however, that nothing contained herein the party receiving such notice shall require promptly notify the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithother party, and the Companies parties shall cooperate in good faith in responding to such challenge in order to preserve the effectiveness of such allocation. Notwithstanding any allocation by the parties, Purchaser has agreed to purchase and Buyer Seller has agreed to sell all of the Assets, and the allocation is not intended and shall not be required deemed to litigate before any court (including without limitation constitute an agreement between the United States Tax Court)parties to transfer less than all of the Assets. Furthermore, any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice has been made solely to ascribe fair value to the Assets and any benefits deriving therefrom shall not inure to any other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricethird party.

Allocation of Purchase Price. The Companies Within sixty (60) days of the Closing Date, Purchaser shall prepare and Buyer shall allocate deliver to Seller a statement allocating the sum of the Purchase Price Price, the Assumed Liabilities and other relevant items among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially Section 1060 of the Code and the Treasury regulations promulgated thereunder (such statement, the “Allocation Statement”) ”), and the Allocation Statement shall be finalized upon reasonable consultation with Seller, and with Seller’s consent, which consent shall not be unreasonably withheld or delayed. The parties shall follow the Allocation Statement for purposes of filing IRS Form 8594 (and any supplements to such form) and all other Tax Returns, and shall not voluntarily take any position inconsistent therewith. If the IRS or any other taxation authority proposes a different allocation, Seller or Purchaser, as the case may be, shall promptly notify the other party of such proposed allocation. Seller or Purchaser, as the case may be, shall provide the other party with such information and shall take such actions (including executing documents and powers of attorney in the form set forth on Exhibit 3.4. As soon connection with such proceedings) as may be practicable after reasonably requested by such other party to carry out the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made purposes of this section. Except as otherwise required by Applicable Law or pursuant to a “determination” under Section 3.41313(a) of the Code (or any comparable provision of United States state, local, or non-United States law), (i) the transactions contemplated by Article II of this Agreement shall be reported for all Tax purposes in a manner consistent with the terms of this Section 3.2; and (ii) neither party (nor any of their Affiliates) will take any position inconsistent with this Section 3.2 in any Tax Return, in any refund claim, in any litigation or otherwise. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing Notwithstanding the allocation of the Purchase Price made pursuant to this Section 3.4 set forth in the Allocation Statement, nothing in the foregoing shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement be determinative of values ascribed to the Internal Revenue Service and to all other taxing authorities. Neither Acquired Assets or the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation value of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of Acquired Assets in any tax audit plan or the written assertion of any proposed deficiency reorganization or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceliquidation that may be proposed.

Allocation of Purchase Price. The Companies and Within sixty (60) days of the Closing, Buyer shall allocate prepare and deliver to Sellers a statement allocating the sum of the Purchase Price Price, the Assumed Liabilities and other relevant items among the Acquired Purchased Assets and the Assumed Liabilities (plus other relevant items) in accordance with an allocation schedule substantially Section 1060 of the Code and the Treasury regulations promulgated thereunder (such statement, the “Allocation Statement”), and the Allocation Statement shall be finalized upon reasonable consultation with Seller, and with Seller’s consent, which consent shall not be unreasonably withheld or delayed. The Parties shall follow the Allocation Statement for purposes of filing United States Internal Revenue Service Form 8594 (and any supplements to such form) and all other Tax Returns, and shall not voluntarily take any position inconsistent therewith. If the United States Internal Revenue Service or any other taxation authority proposes a different allocation, Sellers or Buyer, as the case may be, shall promptly notify the other Party of such proposed allocation. Sellers or Buyer, as the case may be, shall provide the other Party with such information and shall take such actions (including executing documents and powers of attorney in the form set forth on Exhibit 3.4. As soon connection with such proceedings) as may be practicable after reasonably requested by such other party to carry out the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made purposes of this section. Except as otherwise required by applicable Law or pursuant to a “determination” under Section 3.41313(a) of the Code (or any comparable provision of United States state, local, or non-United States law), (i) the transactions contemplated by ARTICLE I of this Agreement shall be reported for all Tax purposes in a manner consistent with the terms of this Section 11.5; and (ii) neither party (nor any of their Affiliates) will take any position inconsistent with this Section 11.5 in any Tax Return, in any refund claim, in any litigation or otherwise. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing Notwithstanding the allocation of the Purchase Price made pursuant to this Section 3.4 set forth in the Allocation Statement, nothing in the foregoing shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement be determinative of values ascribed to the Internal Revenue Service and to all other taxing authorities. Neither Purchased Assets or the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation value of the Purchase PricePurchased Assets in any plan or reorganization or liquidation that may be proposed. The Companies and Buyer Notwithstanding any other provisions of this Agreement, the foregoing agreement shall give prompt notice to survive the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceClosing Date without limitation.

Allocation of Purchase Price. The Companies This Section 6.8 shall only apply if either Party has a made a reasonable determination that the allocation referenced this Section 6.8 is necessary and Buyer provides written notice thereof to the other Party. EyePoint shall allocate prepare and deliver to Alimera a draft of an allocation statement (the Purchase Price “Allocation Statement”) setting forth its proposed allocation of all or a portion of the Upfront Payment (including the amount of Assumed Liabilities and any other relevant amounts treated as part of the purchase price for the Transferred Assets for applicable Tax purposes) among the Acquired Assets and the Assumed Liabilities Transferred Assets. The Allocation Statement shall be prepared in accordance with an allocation schedule substantially in Section 1060 of the form set forth on Exhibit 3.4. As soon as may be practicable after Code and the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments Treasury Regulations promulgated thereunder (to the Purchase Price made pursuant extent applicable). If, within [***] after Axxxxxx’s receipt of the draft Allocation Statement, Axxxxxx does not object in writing to Section 3.4such draft Allocation Statement, then the Allocation Statement shall be final and binding on the Parties (such agreed allocation, the “Final Allocation”). As soon as may be practicable after In the Closing and prior to filing any tax return which includes information related event that Axxxxxx objects in writing to the transaction contemplated in this Agreementdraft Allocation Statement within such [***] period, EyePoint and Alimera shall [***] resolve the Companies dispute. If Axxxxxx and Buyer employing EyePoint are unable to resolve any such dispute within the [***] period following Axxxxxx’s objection to EyePoint’s draft Allocation Statement, then Alimera and EyePoint shall each be entitled to use their own allocation of all or a portion of the Purchase Price made Upfront Payment (including the amount of Assumed Liabilities and any other relevant amounts treated as part of the purchase price for the Transferred Assets for applicable Tax purposes) among the Transferred Assets. The Parties and their respective Affiliates shall file all Tax Returns, including Form 8594 (if applicable), in a manner consistent with the Final Allocation, to the extent agreed to and determined pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use 6.8, and will not take any inconsistent position for any Tax purpose, including during the course of any proceeding with respect to report Taxes. The Parties agree to promptly advise each other regarding the transaction contemplated in this Agreement existence of any Tax audit, controversy or litigation related to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceFinal Allocation.

Allocation of Purchase Price. The Companies and Buyer No later than the tenth (10th) day ---------------------------- prior to the Closing Date, the Parties shall allocate agree upon a good faith allocation of the Purchase Price (which for purposes of this Section 11.4 shall include ------------ relevant Assumed Liabilities required to be treated as part of the Purchase Price for Tax purposes) among the Acquired Assets Assets, which allocation shall be set forth on and attached hereto as Schedule 11.4. Purchaser and the Assumed Liabilities Sellers shall follow ------------- such allocation for all Tax purposes and agree not to take any position inconsistent with such allocation. If such allocation is disputed by any Taxing Authority, the Party receiving notice of such dispute shall promptly notify the other Parties, and the Parties shall use commercially reasonable efforts to sustain the allocation. Purchaser and the Seller agree to file United States Internal Revenue Service Form 8594 in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 set forth on Schedule 11.4. Purchaser shall prepare mutually acceptable IRS Forms such Form ------------- 8594 which they in accordance with the agreed upon allocation and shall use deliver a copy to report the transaction contemplated in this Agreement each Seller at least sixty (60) days prior to the Internal Revenue Service and to all other taxing authoritiesfiling due date for the forms for the review by the Sellers. Neither Within twenty (20) days after receipt of such Form 8594, the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest Sellers will notify Purchaser whether it has any proposed deficiency or adjustment by revisions to such form and the Parties will make a good faith attempt to resolve any taxing authority or agency which challenges disagreements with respect to such form. Upon the resolution of any such disagreements, Purchaser and the Sellers shall file Form 8594 with their respective Tax Returns and, in the event the Parties are unable to resolve such disagreement, each Party shall file its own version of such form, provided that the allocation of the Purchase PricePrice on Form 8594 for the Sellers and Purchaser must be consistent with Schedule 11.4. Purchaser and the Sellers agree to share ------------- information and cooperate to the extent reasonably necessary to permit the transactions contemplated by this Agreement to be properly, or exhaust administrative remedies before any taxing authority or agency in connection therewithtimely, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceconsistently reported.

Allocation of Purchase Price. The Companies If the transaction contemplated by this Agreement is an “Applicable Asset Acquisition” as defined in Section 1060(c) of the Code, then by the Designation Deadline, Purchaser shall prepare and Buyer shall allocate deliver to Sellers a statement allocating the sum of the Purchase Price Price, the Assumed Liabilities and other relevant items among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially Section 1060 of the Code (such statement, the “Allocation Statement”), and the Allocation Statement shall be finalized upon reasonable consultation with Sellers. Except as otherwise required by applicable Law, the parties shall follow the Allocation Statement for purposes of filing IRS Form 8594 (and any supplements to such form) and all other Tax Returns, and shall not voluntarily take any position inconsistent therewith. If the IRS or any other taxation authority proposes a different allocation, Sellers or Purchaser, as the case may be, shall promptly notify the other party of such proposed allocation. Sellers or Purchaser, as the case may be, shall provide the other party with such information and shall take such actions (including executing documents and powers of attorney in the form set forth on Exhibit 3.4. As soon connection with such proceedings) as may be practicable after reasonably requested by such other party to carry out the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made purposes of this section. Except as otherwise required by applicable Law or pursuant to a “determination” under Section 3.41313(a) of the Code (or any comparable provision of United States state, local, or non-United States law), (i) the transactions contemplated by Article 2 of this Agreement shall be reported for all Tax purposes in a manner consistent with the terms of this Section 3.2; and (ii) neither party (nor any of their Affiliates) will take any position inconsistent with this Section 3.2 in any Tax Return, in any refund claim, in any litigation or otherwise. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing Notwithstanding the allocation of the Purchase Price made pursuant to this Section 3.4 set forth in the Allocation Statement, nothing in the foregoing shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement be determinative of values ascribed to the Internal Revenue Service and to all other taxing authorities. Neither Acquired Assets or the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation value of the Purchase Price. The Companies and Buyer shall give prompt notice to the other Acquired Assets in any plan of the commencement of any tax audit reorganization or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceliquidation that may be proposed.

Allocation of Purchase Price. The Companies As promptly as reasonably practicable following execution of this Agreement, Seller and Buyer agree to retain Bond & Pecaro (the "APPRAISAL FIRM") to appraise the classes of Assets of the Xxxxxons based on the Consideration paid by Buyer for the Stations. The Appraisal Firm shall allocate be instructed to perform such appraisal and deliver a written report thereof to Seller and Buyer as soon as reasonably practicable (the Purchase Price "APPRAISAL REPORT"). Seller, on the one hand, and Buyer, on the other hand, shall each pay one-half (1/2) of the fees, costs and expenses of the Appraisal Firm whether or not the transactions contemplated hereby are consummated. Seller and Buyer each represent, warrant, covenant and agree with each other that the Consideration shall be allocated (the "ALLOCATION") among the Acquired Assets and as set forth in the Assumed Liabilities Appraisal Report, it being understood that such allocation is to be made in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4principles established under Section 1060 of the Code. As soon as may be practicable after the Closing, Companies Seller and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use agree to report and file all Tax returns (including amended Tax returns and claims for refund) consistently with the transaction contemplated in this Agreement to the Internal Revenue Service Allocation and to all other taxing authorities. Neither the Companies nor Buyer shall take a no position contrary thereto or inconsistent therewith (including, without limitation, in any return, Tax proceeding, tax audit audits or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment examinations by any taxing authority or agency which challenges such allocation of the Purchase Priceany other proceedings), or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies unless otherwise required by applicable Law. Seller and Buyer shall not be required to litigate before cooperate in the filing of any court forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any subsequent adjustments to the Consideration. Notwithstanding any other provision of this Agreement, the provisions of this Section 2.5 shall survive the Closing Date without limitation limitation. In the United States Tax Court), any proposed deficiency or adjustment event that the Allocation is disputed by any taxing authority or agency which challenges such allocation authority, the party receiving notice of the Purchase Price. The Companies and Buyer dispute shall give prompt promptly provide written notice thereof to the other parties hereto and shall forward to such other parties copies of all correspondence with such taxing authority in respect of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricedisputed Allocation.

Allocation of Purchase Price. The Companies (a) Within 30 days after the Closing Date, Parent shall prepare and Buyer shall allocate deliver to Purchaser a proposed allocation of the Purchase Price net consideration paid by Purchaser pursuant to this Agreement (as determined for U.S. federal income Tax purposes) among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially each Purchased Company (and, in the form set case of any Purchased Company that is disregarded as separate from its owner for U.S. federal income Tax purposes, among the assets of such Purchased Company) that is consistent with relevant Tax laws, including, as applicable, Section 1060 of the Code (the “Parent Allocation”). If Purchaser disagrees with the Parent Allocation, Purchaser may, within 30 days after receipt of the Parent Allocation, deliver a revised draft of the allocation to Parent, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation (the “Purchaser Allocation”). If Purchaser delivers the Purchaser Allocation during such period, Parent and Purchaser shall, during the 30 days following such delivery, work together in good faith to reach agreement on Exhibit 3.4the disputed items or amounts. As soon as may be practicable after If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter submit for resolution the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments items remaining in dispute to the Purchase Price made pursuant Accounting Referee and shall instruct the Accounting Referee to Section 3.4. As soon (i) make a determination regarding such dispute as may be practicable after promptly as practicable, and in any event within 25 days from the Closing and prior to filing any tax return which includes information related date of submission of such dispute to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made Accounting Referee pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use 2.4 and (ii) deliver promptly thereafter a copy of its determination to Parent and Purchaser, together with a report setting forth each disputed item and the transaction contemplated in this Agreement to the Internal Revenue Service Accounting Referee’s determination with respect thereto. The fees and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation expenses of the Accounting Referee, with respect to its engagement under this Section 2.4, shall be borne 50% by Parent and 50% by Purchaser. The allocation, as prepared by Parent if no Purchaser Allocation has been timely delivered, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Accounting Referee, shall be the “Purchase PricePrice Allocation”. The Parties acknowledge and agree that the Parent Allocation, or exhaust administrative remedies before any taxing authority or agency in connection therewith, the Purchaser Allocation and the Companies Purchase Price Allocation will, in all events, be prepared and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricedetermined in a manner consistent with Exhibit 2.4.

Allocation of Purchase Price. The Companies Seller and the Buyer shall allocate use their reasonable best efforts to agree upon an allocation of the Purchase Price among and other relevant items (the Acquired Assets "Purchase Price Allocation") for Federal, state, local and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth foreign tax purposes on Exhibit 3.4. As soon as may be practicable after or prior to the Closing, Companies which allocation shall be annexed as Schedule 2.5 of this Agreement at the Closing. Promptly, after the date hereof, the Seller shall deliver to the Buyer a proposed allocation of the Purchase Price and other relevant items for the Buyer's review and approval, and the Buyer shall amend Exhibit 3.4 promptly review and approve or disapprove of such allocation. If the Buyer disapproves of the proposed allocation, then the Buyer shall promptly deliver to reflect the Seller a written adjustment to the Seller's proposed allocation. The Seller and the Buyer shall use their reasonable best efforts to agree upon any adjustments to the Purchase Price made pursuant to Section 3.4Allocation. As soon as may be practicable after If the Closing Buyer and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the Seller agree upon an allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report 2.5, neither the transaction contemplated in this Agreement to Buyer nor the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer Seller shall take a any position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, howeverexcept as may be required by law, that nothing contained herein shall require without the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation consent of the other Party. The Purchase Price, or exhaust administrative remedies before Price Allocation determined in accordance with this Section 2.5 shall be appropriately adjusted to reflect any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required subsequent adjustment to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PricePrice based upon the particular tax asset to which such adjustment relates. The Companies and Buyer Such adjusted Purchase Price Allocation shall give prompt notice to be determined in a manner consistent with the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceprocedures set forth in this Section 2.5.

Allocation of Purchase Price. The Companies Within ninety (90) days after the Closing Date, (a) Apollo shall deliver to ReShape a draft allocation of the purchase price as determined for U.S. federal income Tax purposes (including the Assumed Lap-Band Liabilities and Buyer shall allocate the Purchase Price any other relevant items) among the Acquired Apollo Lap-Band Assets (the “Draft Lap-Band Allocation”), and (b) ReShape shall deliver to Apollo a draft allocation of the purchase price as determined for U.S. federal income Tax purposes (including the Assumed Reshape IGB Liabilities and any other relevant items) among the ReShape IGB Assets (the “Draft ReShape IGB Allocation,” and together with the Draft Lap-Band Allocation, the “Draft Allocations”). The Draft Allocations will be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If (i) ReShape does not object to the Draft Lap-Band Allocation, or (ii) Apollo does not object to the Draft ReShape IGB Allocation, in either case, within thirty (30) days of receipt thereof, the applicable Draft Allocation shall become final and binding on the parties. If either Apollo or ReShape, as applicable, timely objects to the applicable Draft Allocation, then the parties shall negotiate in good faith to resolve promptly any such objection. If Apollo and ReShape are unable to reach a resolution with respect to any aspect of either Draft Allocation within fifteen (15) days of a timely objection to the applicable Draft Allocation, either Apollo or ReShape may demand that any disputed items be referred to an independent accounting firm of national reputation that is mutually acceptable to Apollo and ReShape (the “Accounting Firm”) to finally resolve such disputed item(s). Promptly, but not later than thirty (30) days after such disputed items are submitted to it for resolution hereunder, the Accounting Firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation schedule substantially in of such amounts, which report shall be conclusive and binding upon the form set forth on Exhibit 3.4parties. As soon The Draft Allocations, as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 amended to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing agreement among Apollo and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithReShape, and the Companies resolution of any disputed items by the Accounting Firm, shall be referred to herein as the “Final Allocation.” Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local Law), neither Apollo nor ReShape shall take, nor permit their Affiliates to take, any Tax position which is inconsistent with the Final Allocation, and Buyer each party will file its Tax Returns (including IRS Form 8594) consistently with the Final Allocation. Each party shall not notify the other parties if it receives notice that any Governmental Body proposes any allocation different than the Final Allocation. Any post-Closing payments of the Cash Purchase Price payable under Section 2.5(a)(i) shall be allocated in a manner consistent with the Final Allocation, and except as may otherwise be required by applicable Law, any amounts paid to litigate before any court a ReShape Indemnitee or Apollo Indemnitee under Section 9 shall be treated as an adjustment to the purchase price of the relevant Acquired Assets (including without limitation by the United States Parties on their respective Tax CourtReturns) for Tax purposes and allocated as provided by Treasury Regulation § 1.1060-1(c), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price.

Allocation of Purchase Price. The Companies Buyer and Buyer the Seller shall allocate the Purchase Price use their good faith best efforts to agree upon an allocation among the Acquired Assets of the sum of the Purchase Price and the Assumed Liabilities consistent with Section 1060 of the Code and the Treasury Regulations thereunder within one hundred and twenty (120) days of the Effective Date (or such later date as the Parties may mutually agree) but in no event fewer than thirty (30) days prior to the Closing. The Buyer and the Seller may jointly agree to obtain the services of an independent engineer or appraiser (the "INDEPENDENT APPRAISER") to assist the Parties in determining the fair value of the Acquired Assets solely for purposes of such allocation under this Section 2.7. If such an appraisal is made, both the Buyer and the Seller agree to accept the Independent Appraiser's determination of the fair value of the Acquired Assets. The cost of the appraisal shall be borne equally by the Buyer and the Seller. Each of the Buyer and the Seller agrees to file Internal Revenue Service Form 8594 and all federal, state, local and foreign Tax Returns in accordance with an allocation schedule substantially such agreed allocation. Each of the Buyer and the Seller shall report the transactions contemplated by this Agreement and the Related Agreements for federal Income Tax and all other Tax purposes in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing a manner consistent with the allocation of the Purchase Price made determined pursuant to this Section 3.4 2.7. Each of the Buyer and the Seller agrees to provide the other promptly with any other information required to complete Form 8594. Each of the Buyer and the Seller shall prepare mutually acceptable IRS Forms 8594 which they shall use to report notify and provide the transaction contemplated other with reasonable assistance in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any returnevent of an examination, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require other proceeding regarding the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such agreed upon allocation of the Purchase Price.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to purchase consideration payable under Section 2.4 (including, for purposes of this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use 2.8, the Assumed Liabilities and any other consideration paid or to report be paid by Buyer) to and among the transaction contemplated Assets within the various classifications of assets as required and set forth in this Agreement to Code §1060 and the Internal Revenue Service regulations thereunder, Sellers and to all other taxing authorities. Neither the Companies nor Buyer shall take cooperate, and use good faith efforts, in preparing a position in joint schedule (the “Asset Allocation Schedule”) that sets forth such allocation to and among the Assets of the Station. Sellers and Buyer each agree to provide the other promptly with any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; providedother information required to complete the Asset Allocation Schedule. If, however, that nothing contained herein shall require the Companies Sellers and Buyer are unable to contest complete the Asset Allocation Schedule within sixty (60) days following the Closing Date, or such later date as agreed to by Buyer and Sellers, then, Buyer and Sellers shall file IRS Form 8594 and any proposed deficiency or adjustment by any taxing authority or agency which challenges such federal, state, and local Tax returns reflecting an allocation of the Purchase Pricepurchase consideration to and among the Assets in the manner each believes is appropriate and consistent with this Section 2.8, or exhaust administrative remedies before provided that such allocation is reasonable and in accordance with Code §1060 and the regulations thereunder. The parties hereto further agree: (i) to use any taxing authority or agency agreed upon allocations set forth in connection therewiththe Asset Allocation Schedule for Tax purposes; (ii) that any such agreed upon allocations set forth in the Asset Allocation Schedule shall be in accordance with, and as provided by, Code §1060 and the Companies regulations thereunder; and Buyer (iii) that any Tax returns or other Tax information they may file or cause to be filed with any Governmental Authority or fiscal intermediary shall not be required to litigate before prepared and filed consistently with any court (including without limitation agreed upon allocations set forth in the United States Tax Court)Asset Allocation Schedule. In this regard, any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice parties agree that, to the extent required, they will each properly and timely file Form 8594 in accordance with Code §1060 and the regulations thereunder in accordance with, if agreed to by the parties, the Asset Allocation Schedule. In any proceeding related to any Tax, neither Buyer nor Sellers shall contend or represent a position inconsistent with the Asset Allocation Schedule or that any other of party’s allocation is an incorrect allocation (unless inconsistent with the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceAsset Allocation Schedule).

Allocation of Purchase Price. (a) The Companies parties agree that the purchase of assets under this Agreement is intended to be and shall be treated for federal income Tax purposes as an “applicable asset acquisition” within the meaning of Section 1060 of the Code. The parties agree to allocate, in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code, the aggregate consideration paid by Buyer (consisting of the purchase price, as adjusted, the Assumed Liabilities, and all other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes (the “Total Tax Consideration”)) among the Purchased Assets. Such allocation shall be made in a manner consistent with the fair market values of the Purchased Assets as are agreed between the parties. Seller and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities work in accordance with good faith to complete an allocation schedule substantially in (the form set forth on Exhibit 3.4. As soon as may be practicable after “Allocation Schedule”) within sixty (60) days of the Closing, Companies and which shall set forth the fair market values of the Purchased Assets that the parties agree to use in making such allocation. Buyer shall amend Exhibit 3.4 to reflect any adjustments deliver to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the Seller a statement containing Buyer’s proposed allocation of the Purchase Price made pursuant Total Tax Consideration among the Purchased Assets (the “Allocation Statement”) and a draft IRS Form 8594 as proposed to this Section 3.4 be included by Buyer with its Tax Return for the taxable year of the Closing. Within thirty (30) days after receipt of the Allocation Statement, Seller shall prepare mutually acceptable review and comment on the Allocation Statement, and provide to Buyer a draft IRS Forms Form 8594 which proposed to be included by Seller in its Tax Return for the taxable year of the Closing. The parties agree that: (i) a proposed allocation will be determined by each party after good faith negotiations between the parties; (ii) they shall use cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; , provided, howeverthat if the parties do not agree upon an allocation, that nothing contained herein then each party will use its respective allocation; and (iii) they shall require promptly advise each other regarding the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement existence of any tax audit Tax audit, controversy or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges litigation related to such allocation of the Purchase Priceallocation.

Allocation of Purchase Price. The Companies Sellers and Buyer agree that they shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities negotiate in accordance with good faith to enter into an allocation schedule substantially in the form set forth agreement on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments or prior to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing Date concerning the allocation of the Purchase Price made pursuant and the Assumed Liabilities among the Acquired Assets (any agreed allocation hereinafter referred to as the “Allocation”). If Buyer and Sellers do not so agree, Buyer shall deliver to Sellers an allocation of the Purchase Price and Assumed Liabilities among the Acquired Assets based on an appraisal obtained by Buyer (“Buyer’s Appraisal”). Sellers shall accept and agree to the allocation unless such allocation is manifestly unreasonable, in which case Sellers shall deliver written notice to Buyer within ten days after Sellers’ receipt of Buyer’s Appraisal. If Sellers so object to the allocation based upon Buyer’s Appraisal, Seller and Buyer shall prepare separate allocations of the Purchase Price and Assumed Liabilities among the Acquired Assets and submit such separate allocations to arbitration by a firm of nationally recognized public accountants. The Allocation determined by Buyer’s Appraisal or arbitration as provided in this Section 3.4 2.11 shall prepare mutually acceptable IRS Forms 8594 which they shall use be binding on each of the Sellers and Buyer and Sellers and Buyer agree to report act in accordance with the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position Allocation, in any returnTax Returns or similar filings, Tax proceedingincluding without limitation, tax audit in filing Form 8594 or otherwise inconsistent with such allocationany other forms required under Section 1060 of the Code and the regulations thereunder; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall Price will not be required to litigate before binding upon the Sellers’ creditors or other parties in interest in any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation proceeding under Chapter 11 of the Purchase PriceBankruptcy Code and will not have precedential value with respect to any allocations of value contained in a plan or plans under Chapter 11 of the Bankruptcy Code involving the Sellers. The Companies All fees and Buyer shall give prompt notice expenses relating to the other of Buyer’s Appraisal shall be borne equally by the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceparties.

Allocation of Purchase Price. The Companies and Buyer shall Each Party will allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities covenant described in Section 5.8 in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.42.4(j) and Applicable Law. As soon as may be practicable after the After Closing, Companies and Buyer shall amend Exhibit 3.4 the Parties will make consistent use of such allocation, as adjusted to reflect any adjustments needed to remain consistent with Final Transferred Inventory, Final Register Cash and the Prepaid Items under Section 2.4(i) and the resulting adjustment to the Purchase Price made Price, for all Tax and financial reporting purposes. With respect to such allocation, as so adjusted, each Party will (1) be bound by such allocation, (2) act in accordance with such allocation in the preparation and the filing of all Tax Returns and in the course of any Tax audit, Tax review or other Tax Proceeding relating thereto, (3) take no position, and cause its Affiliates to take no position, inconsistent with such allocation for Tax or financial reporting purposes (including in connection with any Proceeding), unless in each case otherwise required pursuant to Section 3.4. As soon as may be practicable after a “determination” within the Closing meaning of section 1313(a) of the Code, and prior to (4) not later than 30 days before any filing of any tax return which includes information related IRS Form 8594 by or on behalf of such Party (whether initial or supplemental) relating to the transaction transactions contemplated in this Agreementherein, deliver to each other Party a copy of such IRS Form. In furtherance of the Companies and Buyer employing the foregoing, if any Governmental Authority, on its own initiative, makes or proposes an allocation of the Purchase Price made pursuant to among the Acquired Assets and the covenant described in Section 5.8 hereof which differs materially from the allocation contemplated by this Section 3.4 2.4(j), each of Buyer, on the one hand, and Sellers, on the other hand, shall prepare mutually acceptable IRS Forms 8594 which they shall use to report have the transaction contemplated in this Agreement to the Internal Revenue Service right, at its or their election and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any returnexpense, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency such Governmental Authority’s determination. In the event of such a contest, the other Party or adjustment by any taxing authority Parties hereto shall cooperate reasonably with the contesting Party, but shall have the right to file such protective claims or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not Tax Returns as may be reasonably required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency protect its or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricetheir interests.

Allocation of Purchase Price. (a) The Companies and Buyer shall allocate the Purchase Price shall be allocated among the Acquired Assets and the Assumed Liabilities based on their relative fair market value in accordance with an allocation schedule substantially in Section 351 of the form set forth on Exhibit 3.4Code and Revenue Ruling 68-55. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the prepare such an allocation of the Purchase Price made pursuant and deliver such allocation to this Sellers not later than 3 days before the scheduled Closing Date (the "Pre-closing Allocation"). The Pre-closing Allocation shall be binding and conclusive (with such changes as may be necessary to reflect changes in current assets between the date of the financial statements on which the Pre-closing Allocation was based and the Closing Date (the "Interim Changes")) provided that there is a reasonable basis for such allocation under Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report 1060 of the transaction contemplated in this Agreement to Code and the Internal Revenue Service and to all other taxing authoritiesTreasury Regulations thereunder. Neither the Companies nor Buyer shall take deliver to Sellers within 45 days after the Closing Date a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such final allocation of the Purchase Price, which shall reflect the Pre-closing Allocation revised to include the Interim Changes. If Sellers object to Buyer's proposed allocation, Buyer and Sellers shall use their reasonable best efforts to resolve their differences within 5 days of Buyer's delivery of its proposed allocation with Interim Changes and any resolution reached during such period shall thereafter be binding and conclusive. In the absence of any such resolution, Buyer and Sellers shall immediately select by mutual agreement an independent appraiser (which selection shall be by lot among the "Big 6" accounting firms that audit neither Buyer nor any Seller if Buyer and Sellers are unable to agree within such time), which appraiser shall select as most reasonable either the allocation prepared by Buyer or exhaust administrative remedies before any taxing authority the allocation prepared by Sellers (in each case as revised to reflect the Interim Changes and in each case as Buyer or agency Sellers, as the case may be, had agreed to modify such allocation during the 5-day resolution period referred to above). The allocation selected by Buyer, if Sellers raise no objection in connection therewithaccordance with this Section 1.8(a), or by such appraiser (in either case, the "Final Allocation") shall be binding and conclusive and the Companies fees and expenses of such appraiser (if any) shall be paid by the party whose allocation was not selected. Neither Buyer nor any Seller shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of file any tax audit return, report or form inconsistent with the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceFinal Allocation.

Allocation of Purchase Price. The Companies and Buyer shall allocate (a) Within 15 days after the determination of the Final Municipal Bond Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable Price, or 60 days after the Closing, Companies whichever is earlier, Parent and Seller shall deliver to Buyer shall amend Exhibit 3.4 to reflect any adjustments to a schedule (the “Allocation Schedule”) allocating the Purchase Price made pursuant (and any other items treated as consideration for United States federal income Tax purposes paid to Section 3.4. As soon as may be practicable after Parent and Seller including the Closing Assumed Liabilities) among the Purchased Assets and prior to filing any tax return which includes information related to the transaction contemplated covenants of Parent and Seller set forth in this Agreement, including Section 8.1, Section 8.2 and Section 8.6. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Companies Code and the regulations thereunder and any applicable provision of state, local or foreign law. Such allocation shall be deemed final unless Buyer employing has notified Parent and Seller in writing of any disagreement with the Allocation Schedule within 20 Business Days after submission thereof by Parent and Seller. In the event of such disagreement, the parties hereto shall use reasonable efforts to reach agreement on a reasonable allocation of consideration among the Purchased Assets. In the event that the parties hereto do not agree to a Purchase Price made pursuant to allocation in accordance with this Section 3.4 3.5, the parties hereto shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated submit their dispute, in this Agreement writing, to the Independent Accounting Firm, the cost of which shall be shared equally by Buyer and Seller. The Independent Accounting Firm shall make a determination as to each disputed item which shall be binding upon the parties. Each of the parties hereto agrees to file Internal Revenue Service Form 8594, and all United States federal, state, local and non-U.S. Tax Returns, in accordance with the Allocation Schedule as finally determined by the parties or the Independent Accounting Firm, as the case may be. Each of the parties hereto agrees to all provide the other taxing authoritiespromptly upon written request with any other information required to complete Internal Revenue Service Form 8594. Neither the Companies nor Buyer The parties shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges together revise such allocation of to properly reflect any payments after the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court Closing (including without limitation the United States Tax Courtany indemnity payment under Article XI), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price.

Allocation of Purchase Price. The Companies Acquiror and Buyer shall allocate the Company agree that the Purchase Price (together with any other amounts treated as consideration for U.S. federal income (and other applicable) Tax purposes shall be allocated for U.S. federal (and other applicable) Tax purposes among the Acquired Transferred Assets and the Assumed Liabilities restrictive covenants contained in Section 5.16 in accordance with the applicable Tax law, including the rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state or local law). The Acquiror shall prepare an initial allocation schedule substantially in and deliver such allocation to the form set forth on Exhibit 3.4. As soon as may be practicable Company for review and consent within sixty (60) days after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made is finally determined pursuant to Section 3.42.9 of this Agreement. As soon as may be practicable after the Closing and prior to filing The Company shall deliver any tax return which includes information related comments to the transaction contemplated initial allocation within thirty (30) days after receipt from the Acquiror and the parties will cooperate to resolve any disputes with respect to such comments in good faith. Any dispute that cannot be resolved through good faith negotiation will be referred to the Independent Accounting Firm whose determination shall be final and binding upon the parties hereto and resolved in accordance with Section 2.8 of this Agreement; provided, however, that the cost of the Independent Accounting Firm shall be borne equally by the Acquiror and the Company. In the event the Purchase Price is subsequently adjusted pursuant to this Agreement, the Companies Acquiror and Buyer employing the Company shall cooperate in good faith to mutually agree on adjustments to the allocation in accordance with this Section 7.1(b). Except as required by applicable law, the Acquiror and the Company agree to act in accordance with the allocation (as finally determined pursuant to this Section 7.1(b)) for all Tax purposes, including any forms or reports required to be filed pursuant to Section 1060 of the Code, the Treasury Regulations promulgated thereunder or any applicable provisions of local, state and foreign law, and to cooperate in the preparation of any such forms and to file such forms in the manner required by applicable law; provided, however, that if the parties cannot resolve any dispute regarding the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement 7.1(b) prior to the Internal Revenue Service date that any such forms or reports are required to be filed, the Acquiror and the Company shall be permitted to all other taxing authorities. Neither the Companies nor Buyer shall take a position in use any return, Tax proceeding, tax audit or otherwise inconsistent allocation such party reasonably believes is consistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation Section 1060 of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, Code and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceTreasury Regulations promulgated thereunder.

Allocation of Purchase Price. The Companies Gold Xxxx and Buyer Southern States shall allocate the Estimated Purchase Price Price, when determined, among the Acquired Purchased Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. J. As soon as may be practicable after the Closing, Companies Gold Xxxx and Buyer Southern States shall amend Exhibit 3.4 J to reflect any adjustments to the Estimated Purchase Price made pursuant to Section 3.44.5. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction transactions contemplated in this Agreement, the Companies Gold Xxxx and Buyer Southern States employing the allocation of the Purchase Price made pursuant to this Section 3.4 14.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction transactions contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies Gold Xxxx nor Buyer Southern States shall take a position in any return, Tax tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer Gold Xxxx or Southern States to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies Gold Xxxx and Buyer Southern States shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies Gold Xxxx and Buyer Southern States shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price.

Allocation of Purchase Price. The Companies and Buyer shall For purposes of complying with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), each of the parties will allocate the Purchase Price purchase price among the Acquired Assets and the Assumed Liabilities Non-Competition Agreement of Seller in accordance with an the principles of Section 3(b) and in a manner that reflects the relative fair market values of the Assets and Non-Competition Agreement. Buyer will prepare a purchase price allocation schedule substantially in the form set forth on Exhibit 3.4. As as soon as may practicable following the Closing and in all events no later than two months thereafter and furnish such schedule to Seller for its review and comment. Buyer and Seller will cooperate in good faith to agree upon such purchase price allocation schedule and, if they do, such schedule shall be practicable after attached hereto as Schedule 4. In the Closingevent of such agreement, Companies each of Buyer and Seller agrees to prepare its federal, state and foreign income tax returns for all current and future tax reporting periods and file Form 8594 (and corresponding state forms) with respect to transfer of the Assets to Buyer shall amend Exhibit 3.4 in a manner consistent with such allocation, to update such allocation and such Forms 8594 as necessary to reflect any adjustments to the Purchase Price made changes thereto, and, except as required pursuant to a determination (within the meaning of Section 3.4. As soon as may be practicable after 1313 of the Closing and prior Code), not to filing take any position inconsistent therewith upon examination of any tax return which includes information related to the transaction contemplated return, in this Agreementany refund claim, or in any litigation, investigation or otherwise. If any state, federal or foreign taxing authority challenges such agreed allocation, the Companies party receiving notice of such challenge shall give the other party prompt written notice of such challenge, and Buyer employing the allocation parties hereby agree to cooperate in good faith in responding to it in order to preserve the effectiveness of the Purchase Price made pursuant to allocation. In the event that Buyer and Seller cannot agree upon the purchase price allocation schedule, then the preceding two sentences of this Section 3.4 4 shall not apply, and each of Buyer and Seller shall prepare mutually acceptable IRS Forms its federal, state and foreign income tax returns and file Form 8594 which they shall use to report the transaction contemplated based on such purchase price allocation as it deems appropriate in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocationits sole judgment; provided, howeverthat for tax purposes (including, that nothing contained herein without limitation, reporting on Form 8594 and any other applicable tax returns), Buyer and Seller shall require not allocate the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation amount of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and purchase price that they each determine relates to section 197 intangibles (within the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation meaning of Section 197(d) of the Purchase Price. The Companies Code) to separate section 197 intangibles, other than any allocation to (i) goodwill and Buyer shall give prompt notice to going concern value and (ii) the other of the commencement of any Non-Competition Agreement, except as otherwise required by applicable tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricelaw.

Allocation of Purchase Price. The Companies and Buyer Parties acknowledge that the sale of the Units to Purchaser will be treated as an asset sale for income tax purposes. Within 60 calendar days of the finalization of the Final Closing Statement, Purchaser, in consultation with Seller, shall allocate provide Seller a proposed allocation (the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation “Allocation”) of the Purchase Price made pursuant (plus Assumed Liabilities) among the Assets, in accordance with Section 1060 of the Code and any similar provision of state, local or foreign law. The Allocation shall become final and binding 20 calendar days after Purchaser provides the Allocation to Seller, unless Seller objects (in which case, Seller shall propose an allocation). Seller and Purchaser shall attempt in good faith to resolve Seller’s objections. If the parties are unable to mutually agree and resolve any disputes regarding such Allocation within 90 days of the finalization of the Final Closing Statement, then Seller and Purchaser shall submit such matters in dispute to an Accounting Firm for resolution; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the allocations still in dispute (“Disputed Allocations”) as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Disputed Allocations with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Disputed Allocations. The Accounting Firm shall only resolve the Disputed Allocations. The resolution of the Disputed Allocations by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation2.4; provided, however, that nothing contained herein the Accounting Firm shall require allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the Companies and Buyer percentage that the portion of the contested amount not awarded to contest such Parties bears to the amount actually contested by or on behalf of such Parties. Except as required by Law or any proposed deficiency non-appealable Order, each Party covenants to report gain or adjustment by any taxing authority loss or agency which challenges cost basis, as the case may be, in a manner consistent with such allocation of the Purchase Pricefor federal, or exhaust administrative remedies before any taxing authority or agency in connection therewith, state and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States local Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricepurposes.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable No later than ninety (90) days after the Closing, Companies Assignee shall provide to Assignor an allocation of the Purchase Price, plus any liabilities of the Company deemed assumed by Assignee for U.S. federal income tax purposes (in each case to the extent treated as consideration for U.S. federal income tax purposes) among the Company’s assets in accordance with Section 1060 of the Code and Buyer the Treasury Regulations thereunder (the “Purchase Price Allocation”). The Purchase Price Allocation shall amend Exhibit 3.4 be conclusive and shall be binding on Assignee, the Company, and Assignor unless Assignor objects in writing within thirty (30) days of receipt of such allocation. In the event that Assignor objects in writing within thirty (30) days, Assignee and Assignor shall negotiate in good faith to reflect any resolve the dispute. If Assignee and Assignor fail to agree on such allocation within thirty (30) days following Assignor’s written objection, such allocation shall be determined, within a reasonable time, by an independent, nationally recognized accounting firm mutually agreed upon by Assignor and Assignee (the “Independent Appraiser”) to determine the resolution of solely those items in dispute. Assignor, on the one hand, and Assignee, on the other hand, shall each bear and pay one-half of the fees and other costs charged by the Independent Appraiser. The Purchase Price Allocation as finally determined pursuant to this Section 9.3, shall be binding upon the Company, Assignee and Assignor. The Assignee agrees to file Internal Revenue Service Form 8594, if applicable, and Company, Assignee and Assignor agree to file all federal, state, local, and foreign Tax returns in accordance with such agreed allocation (giving effect to mutually agreed upon adjustments as a result of adjustments to the Purchase Price made pursuant to Section 3.4Price). As soon Except as may be practicable after otherwise required by applicable Law, no Party or any of its respective Affiliates (including the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of Company) shall take a Tax position that is inconsistent with the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocationAllocation; provided, however, that nothing contained herein in this Section 9.3 shall prevent Assignee or Assignor, or any of their respective Affiliates, from settling, or require the Companies and Buyer any of them to contest litigate, any challenge, proposed deficiency deficiency, adjustment, or adjustment other similar proceeding by any taxing authority or agency which challenges such allocation of Taxing Authority with respect to the Purchase PricePrice Allocation. The Company, or exhaust administrative remedies before any taxing authority or agency in connection therewithAssignee, and Assignor agree to provide the Companies and Buyer shall not be other promptly with any other information reasonably required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges complete such allocation of the Purchase PriceForm 8594. The Companies Assignee shall notify Assignor and Buyer Assignor shall give prompt notice to provide Assignee with reasonable assistance in the other event of the commencement of any tax an examination, audit or other proceeding regarding the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such agreed upon allocation of the Purchase Price.

Allocation of Purchase Price. The Companies Purchase Price (as determined for federal income tax purposes, including any assumed Liabilities that are required to be treated as part of the purchase price for federal income tax purposes) shall be allocated among the Purchased Assets (and any other assets that are considered to be acquired for federal income tax purposes) in accordance with the value ranges set forth in Exhibit X. Xxxxxxx and Buyer shall allocate cooperate and mutually agree on the determination of the Purchase Price allocation (the “Purchase Price Allocation”). Buyer and Sellers agree to (a) be bound by the Purchase Price Allocation, (b) act in accordance with the Purchase Price Allocation in the filing of all Tax Returns (including, without limitation, filing IRS Form 8594 (and any supplemental or amended Form 8594) with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (c) take no position and cause their Affiliates to take no position inconsistent with the Purchase Price Allocation for Tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Notwithstanding the foregoing, if Sellers and Buyer are unable to agree to an allocation of the Purchase Price within sixty (60) days following the Closing Date, or by such later date as agreed to by the parties, each of the Sellers and Buyer may file IRS Form 8594 (and any supplemental or amended Form 8594), and any federal, state, local, or foreign Tax Returns, allocating the Purchase Price among the Acquired Purchased Assets in the manner each party believes appropriate, provided such allocation is reasonable and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation 1060 of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, Code and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceTreasury Regulations thereunder.

Allocation of Purchase Price. The Companies and Buyer shall allocate For purposes of the Purchase Price among Tax Elections, within sixty (60) days following the Acquired Assets and the Assumed Liabilities final determination of Final Net Working Capital in accordance with an Section 2.3, the Purchaser shall provide the Seller with a proposed allocation schedule substantially of the “adjusted grossed-up basis” as defined in Treasury Regulation Section 1.338-5(a) (“AGUB”) among the form assets of the Company in accordance with Treasury Regulation Sections 1.338-6 and 1.338-7 and the principles set forth on Exhibit 3.4. As soon 8.6 (as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made finally determined pursuant to this Section 3.4 8.6 and including any subsequent adjustment thereto pursuant to this Section 8.6, the “Allocation Schedule”). In the case of any adjustment to the AGUB requiring an amendment to the Allocation Schedule, the Purchaser shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement such amendment and such amended Allocation Schedule shall, subject to the Internal Revenue Service review and dispute resolution provisions of this Section 8.6, become the Allocation Schedule. Upon receipt from the Purchaser, the Seller shall have thirty (30) days to all other taxing authoritiesreview the determinations set forth in the Allocation Schedule (the “Allocation Review Period”). If the Seller disagrees with any of the Purchaser’s determinations set forth in the Allocation Schedule, the Seller shall, on or prior to the last day of the Allocation Review Period, deliver a written notice to the Purchaser (the “Allocation Notice of Objection”), setting forth its objections. Unless the Seller delivers the Allocation Notice of Objection to the Purchaser within the Allocation Review Period, the Seller shall be deemed to have accepted the determinations set forth in the Allocation Schedule as proposed by the Purchaser. If the Seller delivers the Allocation Notice of Objection to the Purchaser within the Allocation Review Period, the Purchaser and the 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. At the end of any such period or any mutually agreed extension thereof, any remaining disputes between the Purchaser and the Seller regarding the Allocation Schedule shall be resolved by the Arbitrator in accordance with the dispute resolution mechanism set forth in Section 2.3(d). Neither the Companies Seller nor Buyer the Purchaser shall take a any position (whether in any returnaudits, Tax proceedingReturns or otherwise, tax audit or otherwise and, in the case of the Seller, in determining the “aggregate deemed sales price” within the meaning of Treasury Regulation Section 1.338-4) that is inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, Tax Elections and the Companies and Buyer shall not be Allocation Schedule, as finally determined pursuant to this Section 8.6 (including any amended Allocation Schedule, if applicable) unless required to litigate before any court (including without limitation the United States do so by a Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceDetermination.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price and the Deposits shall be allocated among the Acquired Assets at Closing as provided and the Assumed Liabilities as described in accordance with an allocation schedule substantially Section 1.4 hereof and on Schedule 1.7 attached hereto. The parties shall negotiate in good faith and use their commercially reasonable efforts to agree upon the form set forth on Exhibit 3.4. As soon as may be practicable after of Schedule 1.7 within the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocationDue Diligence Period; provided, however, in the event the parties are unable to so agree, then (i) in the event that nothing contained herein shall require on the Companies and Buyer to contest Original Closing Date or any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation subsequent Closing Date less than all of the Purchase PriceFacilities can be closed due to a Delaying Event (other than the failure to obtain the HRT Consents), then the Closing Date shall be extended until the Delaying Events (other than the failure to obtain the HRT Consents) for all Facilities have been satisfied or exhaust administrative remedies before any taxing authority or agency in connection therewithremoved such that the entirety of the Deposits can be applied at the Closing, and each party shall be free to allocate the Companies 7 <PAGE> Purchase Price in accordance with their own calculations and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice regard to the other party's allocation and (ii) in the event that on the Original Closing Date or any subsequent Closing Date, closing on all Facilities other than the Leased Facilities has occurred, the parties agree the Purchase Price for the Assets (other than those relating to the Leased Facilities) shall be $79,500,000 and the amount of the commencement Deposits allocable to the Leased Facilities shall continue to be held by the Escrow Agent until the expiration of the Deferral Period. If the parties are able to agree upon Schedule 1.7, then Seller and Purchaser each hereby covenant and agree that neither will take a position on any income tax return, before any governmental agency charged with the collection of any tax audit income tax, in any judicial proceeding or otherwise with or before any Governmental Authority that is any way inconsistent with the terms of this Section 1.7 and Schedule 1.7, and at Closing Seller and Purchaser shall covenant to timely file IRS Form 8594 using the allocations set forth on Schedule 1.7. 1.8 Due Diligence Period. Between the date of this Agreement and February 21, 2006 (the "Due Diligence Period"), Purchaser shall have the right to terminate this Agreement as to all Facilities by written assertion notice to Seller in the event Purchaser, in Purchaser's sole discretion, is not satisfied with the Assets for any reason, which reason need not be specified in such notice, provided that such notice is delivered (in accordance with the provisions of any proposed deficiency Section 12.3 hereof) to Seller on or adjustment by any taxing authority or agency which challenges such allocation prior to 7:00 p.m. EST on the last day of the Purchase Price.Due Diligence Period. The parties agree that Purchaser shall not request further due diligence information from Seller after January 31, 2006 until February 10, 2006, other than as required for completion for third party reports, but Purchaser's rights of access to information after February 10, 2006, shall continue to be as set forth in Section 4.3. In no event shall there be any partial termination under this Section 1.8(b). If such notice of termination is so delivered on or before 5:00 p.m. on the last day of the Due Diligence Period, then Purchaser shall be entitled to receive the Deposit from Escrow Agent and the parties shall thereafter be released from all further obligations under this Agreement, except those provisions that expressly survive the termination of this Agreement. If Purchaser does not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effect. The parties agree to confirm in writing the expiration date of the Due Diligence Period upon request of either Seller or Purchaser. The Deposits shall be nonrefundable after the expiration of the Due Diligence Period except as specifically set forth in this Agreement. ARTICLE 2

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing (but not later than ninety (90) days after the Closing), Purchaser shall prepare and prior deliver (or cause to filing any tax return which includes information related be prepared and delivered) to the transaction contemplated in this Agreement, the Companies and Buyer employing the Seller an allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report as between the transaction contemplated in this Agreement US NewCo Interests and the NN International Interests and, with respect to the Internal Revenue Service amount allocated to the US NewCo Interests, further among the assets of US NewCo, in each case in accordance with applicable Law (the “Initial Allocation Statement”). Purchaser shall give Seller reasonable opportunity to review and to all other taxing authorities. Neither comment on the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocationInitial Allocation Statement; provided, howeverthat Seller’s failure to provide comments within twenty (20) days of its receipt of the Initial Allocation Statement shall constitute acceptance thereof. If Purchaser and Seller are unable to agree to the Initial Allocation Statement, that nothing contained herein the matters in dispute (but only the matters in dispute) shall require be submitted to the Companies Independent Accountant for resolution, and Buyer the decision of the Independent Accountant shall be final and binding on the parties. The costs of the Independent Accountant shall be borne equally by Purchaser and Seller. Promptly after any adjustment to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, including pursuant to Section 1.6, the parties shall cooperate in good faith to make mutually acceptable revisions to corresponding items of the Initial Allocation Statement consistent with the principles thereof and in accordance with applicable Law (the “Final Allocation Statement”). The parties agree that they will not, and will not permit any of their respective Affiliates to, take a position on any Tax Return or exhaust administrative remedies in any audit or examination before any taxing authority or agency in connection therewith, and Governmental Entity that is inconsistent with the Companies and Buyer shall not be required to litigate before any court Final Allocation Statement (including without limitation the United States Tax Courtas adjusted), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice except to the other of the commencement of any tax audit extent required by applicable Law or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricea Governmental Entity.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets Sellers and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth Purchaser shall use commercially reasonable efforts to agree on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made (and other amounts, including Assumed Obligations, taken into account as purchase price for tax accounting purposes) among the Broadcasting Assets in accordance with the requirements of Section 1060 of the Code, and the regulations thereunder prior to the Closing. If Sellers and the Purchaser do not reach agreement on such allocation prior to the Closing, then (a) with respect to the Real Property included in the Broadcasting Assets (other than broadcast towers), that portion of the Purchase Price as mutually agreed upon by the parties shall be allocated to each parcel of Real Property, (b) with respect to the tangible assets included in the Broadcasting Assets (other than Real Property, but including the broadcast towers), that portion of the Purchase Price equal to the book value of such tangible assets as reflected in the accounting books and records of the Sellers as of the Closing shall be allocated to each such tangible asset, and (c) with respect to the intangible assets included in the Broadcasting Assets, the Purchaser shall prepare and deliver to the Sellers an allocation (reasonably acceptable to Sellers) among the intangible assets of that portion of the Purchase Price equal to the excess of the Purchase Price over the aggregate amount of the Purchase Price allocated to the Real Property (other than broadcast towers) and the tangible assets (other than Real Property, but including the broadcast towers) pursuant to this Section 3.4 shall prepare mutually acceptable clauses (a) and (b) above, respectively. The parties agree to (i) jointly complete and timely file IRS Forms Form 8594 with their Federal income tax return, and as required with respect to any other Tax Return, for the tax year in which they shall use to the Closing Date occurs, (ii) file all Tax Returns in accordance with such allocation, (iii) report the transaction transactions contemplated in by this Agreement to the Internal Revenue Service for Federal Tax and to all other taxing authorities. Neither Tax purposes in a manner consistent with such allocations, (iv) provide the Companies nor Buyer shall other promptly with any information required to complete IRS Form 8594, (v) notify and provide the other with reasonable assistance in the event of an examination, audit or other proceeding regarding any allocations of the Purchase Price (and other amounts, including Assumed Obligations, taken into account as purchase price for tax accounting purposes), and (vi) not to take a any position in any returnTax Return, Tax proceeding, tax proceeding or audit or otherwise that is inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be allocations unless required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment do so by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceapplicable law.

Allocation of Purchase Price. The Companies Acquisition Price and Buyer Liabilities of the Company (plus other relevant items) shall allocate the Purchase Price be allocated among the Acquired Assets assets of the Company for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Parent and delivered to the Member Representative within one hundred twenty (120) days following the Closing Date. If the Member Representative does not notify Parent, in writing within thirty (30) days of receipt of the Allocation Schedule, that it objects to one or more items reflected therein, then the Company Members shall be deemed to have accepted the Allocation Schedule. If the Member Representative notifies Parent, in writing within thirty (30) days of receipt of the Allocation Schedule, that it objects to one or more items reflected in the Allocation Schedule, Parent and the Assumed Liabilities Member Representative shall negotiate in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 good faith to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with resolve such allocationdispute; provided, however, that nothing contained herein shall require if they are unable to resolve any dispute with respect to the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation Allocation Schedule within thirty (30) days following Parent’s receipt of the Purchase PriceMember Representative’s notice of objection, or exhaust administrative remedies before any taxing authority or agency in connection therewithsuch dispute shall be submitted to the Independent Auditor for resolution as a tax expert and not an arbiter, and the Companies parties shall use reasonable efforts to cause the Independent Auditor to resolve the disagreements within thirty (30) days. The Allocation Schedule, as accepted or agreed to by the parties or finally determined by the Independent Auditor, shall be binding on Parent, Merger Sub, the Company, the Surviving Company, the Member Representative and Buyer the Company Members. The fees and expenses of the Independent Auditor shall not be required to litigate before any court borne half by Parent and half by the Company Members. The parties shall file all Tax Returns (including without limitation amended returns and claims for refund) and information reports in a manner consistent with the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceAllocation Schedule. The Companies and Buyer shall give prompt notice Any adjustments to the other of Acquisition Price pursuant to this Agreement shall be allocated in a manner consistent with the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceAllocation Schedule. ARTICLE VI [Intentionally omitted.]

Allocation of Purchase Price. The Companies and As soon as practicable (but in any event within 90 Business Days) after the Closing, Buyer shall allocate deliver to Seller a statement (the “Allocation Statement”) that allocates the Purchase Price among the Acquired Purchased Assets and as of the Assumed Liabilities Effective Time in accordance with an allocation schedule substantially in the form set forth principles of Section 1060 of the Code and the regulations thereunder (and any other corresponding or similar requirements under applicable Tax Law). Such Allocation Statement shall be subject to Seller’s review. Seller may provide comments on Exhibit 3.4. As soon as may be practicable after the Closing, Companies such Allocation Statement and Buyer shall amend Exhibit 3.4 consider and respond to reflect any adjustments such comments in good faith for a period of up to 30 Business Days. If Bxxxx and Seller are not able to resolve all written comments made by Seller within the Purchase Price made pursuant applicable 30 Business Day period, each of Buyer and Seller shall be allowed to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such Party’s own allocation of the Purchase Price. The Companies Buyer and Buyer Seller shall give prompt notice act in accordance with the Allocation Statement (to the other extent agreed upon by Bxxxx and Seller in accordance with this Section 3.4) in the course of any Tax audit, Tax review or Tax litigation relating thereto, and take no position (and each shall cause its respective Subsidiaries not to take any position) inconsistent with the Allocation Statement for income Tax purposes in any jurisdiction, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the commencement Code. Buyer and Seller shall each be responsible for the preparation of any tax audit or their own Section 1060 statements and forms in accordance with applicable Tax Law and in a manner consistent with the written assertion of any proposed deficiency or adjustment Allocation Statement (to the extent agreed upon by the Parties in accordance with this Section 3.4), and each shall execute and deliver to each other such statements and forms as are reasonably requested by the other Party. In the event that the Allocation Statement is disputed by any taxing authority or agency which challenges such allocation Taxing Authority, (a) the Party receiving notice of the Purchase Pricedispute shall promptly notify the other Party of such notice and (b) both Buyer and Seller shall use commercially reasonable efforts to defend the Allocation Statement in any Proceedings or settle such dispute in a manner mutually acceptable to Bxxxx and Seller.

Allocation of Purchase Price. The Companies After the Closing, Buyer and Buyer shall Seller shall, in good faith, use reasonable best efforts to allocate the sum of the Purchase Price among the Acquired Assets and the Assumed Liabilities among the Purchased Assets in accordance with an allocation schedule substantially the principles of Section 1060 of the Code and the Treasury Regulations thereunder (the “Purchase Price Allocation”) and cooperate in the form set forth on Exhibit 3.4preparation of IRS Form 8594 (the “Asset Acquisition Statement”) in accordance with the Purchase Price Allocation for timely filing with their respective federal income Tax Returns. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any Any subsequent adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation sum of the Purchase Price made pursuant to this and Assumed Liabilities shall be reflected in the Purchase Price Allocation in a manner consistent with Section 3.4 1060 of the Code and the applicable Treasury Regulations. If Buyer and Seller shall prepare mutually acceptable have agreed on a Purchase Price Allocation and an Asset Acquisition Statement, then Buyer and Seller shall file the Asset Acquisition Statement in the form so agreed with the IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies neither Buyer nor Buyer Seller shall take a position that is inconsistent with the Purchase Price Allocation in any returnfilings, Tax proceeding, tax audit declarations or otherwise inconsistent reports with the IRS and such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer parties hereby agree to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges make consistent use of such allocation for all Tax purposes, provided that, if Buyer and Seller cannot agree to a Purchase Price Allocation, each party may report a Purchase Price Allocation that, in its sole discretion, is consistent with Section 1060 of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, Code and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceRegulations thereunder.

Allocation of Purchase Price. The Companies and Buyer Purchase Price shall allocate be allocated among the Shareholders and/or the Assets in the manner set forth in SCHEDULE 2.2; provided that part of the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially shall be allocated in the form manner set forth on Exhibit 3.4in SCHEDULE 2.2 to Xxxxxx and Xxxxxx Xxxxxx as compensation paid to such individuals in consideration of their respective covenants regarding noncompetition. As soon as The parties agree (a) that the Transaction may be practicable after treated by Buyer as a purchase of the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made Assets pursuant to Section 3.4. As soon 338 of the Internal Revenue Code of 1986, as may be practicable after amended (the Closing "CODE"), (b) Shareholders and prior Mountain agree to filing make the Code Section 338 (h)(10) election, and (c) if the Transaction is treated by Buyer as a purchase of the Assets, (i) the parties hereto agree to comply with all of the requirements of Section 1060 of the Code, and (ii) that, without the consent of all parties, no party will make any tax return which includes information related representation to the transaction contemplated in this Agreement, the Companies and Buyer employing any other party as to the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated Assets set forth in this Agreement to SCHEDULE 2.2 that is at variance with the allocation set forth on such schedule or take any position on their income tax returns or any other document that is inconsistent with such allocation. In the event there is an unfavorable determination by the Internal Revenue Service and to all other taxing authorities. Neither ("IRS") that this Transaction cannot be treated by Shareholders as an installment sale, upon the Companies nor written request of Shareholders, Buyer shall take advance to Shareholders from the next Installment Payment(s) payable, an amount equal to the federal income taxes payable by Shareholders as a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation result of the Purchase Pricetransaction not qualifying as an installment sale. In such event, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and amount payable to the Shareholders shall be reduced by an amount equal to eight percent (8%) of the advance payment requested by the Shareholders. Buyer shall not be required obligated to litigate before make any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies advance pursuant hereto unless Buyer and Buyer shall give prompt notice DCRI agree in writing to the other of the commencement of Shareholders agreeing to compromise or resolve any tax audit dispute with the IRS on the installment tax issue, or agreeing to treat the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceTransaction other than as an installment sale.

Allocation of Purchase Price. The Companies and Buyer shall allocate An allocation of the Purchase Price among shall be mutually agreed to in good faith by the Acquired Parties prior to the Closing (the "Purchase Price Allocation"); provided that the Parties have agreed that (euro)30.0 million of the Purchase Price shall be allocated to the Purchased Assets of Amcor U.S. and Amcor Australia and the Assumed Liabilities in accordance with an allocation schedule substantially Non-Compete Agreement, in the form set forth on Exhibit 3.4aggregate and (euro)33.0 million of the Purchase Price shall be allocated to the purchase of Newco Italy. As soon as may The Purchase Price Allocation shall be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect prepared in a manner consistent with all applicable Laws. The Parties agree that any adjustments adjustment to the Purchase Price made pursuant to Section 3.4. As soon as may 2.5(f) or Section 3.4 shall be practicable after the Closing and prior to filing any tax return which includes information related allocated (i) to the transaction contemplated in this Agreementextent possible, to the specific Purchased Equity, Purchased Asset or Assumed Liability with respect to which the adjustment was made, and (ii) otherwise on a pro-rata basis among all of the Purchased Equity, the Companies Purchased Assets and Buyer employing Assumed Liabilities, and shall result in a revised Purchase Price Allocation, all such adjustments to be applied consistently by the allocation of Selling Parties and Silgan. The Parties agree to procure that all Tax Returns will be filed consistently with the Purchase Price Allocation, subject to adjustment (if any) as aforesaid, and to not take any position inconsistent therewith unless required to do so by applicable Law. Silgan and the Selling Parties shall promptly inform one another in writing of any challenge by any taxing authority to any allocation made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use 2.6 and agree to report the transaction contemplated in this Agreement consult with and keep one another informed with respect to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithstatus of, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court)material discussion, proposal or submission with respect to, any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricechallenge.

Allocation of Purchase Price. The Companies Seller and Buyer shall allocate Purchaser agree that the Purchase Price among and the Acquired Assets and amount of the Assumed Liabilities shall be allocated to the various assets comprising the Purchased Assets and to the respective jurisdictions (i.e., United States vs. Canada), for all purposes (including Tax and financial accounting purposes) in accordance a manner consistent with an the allocation schedule substantially in the form and principles set forth on Exhibit 3.42.07 attached hereto, with such modifications thereto as are mutually agreed upon in writing by Purchaser and Seller. As soon Seller and Purchaser acknowledge that such allocation is intended to comply with the requirements of Section 1060 of the Code, shall be binding upon the parties for all applicable U.S. or Canadian federal, state, provincial, local and foreign tax purposes and shall be used by CAN Seller to determine the applicable CAN Transfer Taxes. Seller and Purchaser covenant and agree to report gain or loss or cost basis, as the case may be practicable after be, in a manner consistent with such allocation on all tax returns filed by either of them subsequent to the ClosingClosing Date and not to take voluntarily any inconsistent position therewith in any administrative or judicial proceeding relating to such returns, Companies except if, in the opinion of counsel reasonably acceptable to the other party, there has been a change in applicable law since the Closing Date. Seller and Buyer Purchaser shall amend Exhibit 3.4 exchange mutually acceptable completed IRS Forms 8594 (including any Supplemental IRS Forms 8594 that they mutually deem necessary to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreementamount of Assumed Liabilities), the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement hereunder to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent accordance with such allocation; provided. Notwithstanding the foregoing, however, the parties agree that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation none of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency Price is allocated to a restrictive covenant in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceCanada.

Allocation of Purchase Price. The Companies Parties shall work together in good faith to prepare and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the agree upon a final allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets (the “Allocation”) within 90 days after the Closing Date, which Allocation shall be adjusted in accordance with changes to the Purchase Price pursuant to Sections 3.3 and 9.7. If, despite their good faith efforts to prepare and agree on an Allocation, the Seller and the Buyer are unable to agree on such allocation within 90 days after the Closing Date, the Buyer and the Seller agree that they will each use their own allocation determinations and neither shall be bound by the other Party’s allocation. If the Buyer and the Seller agree on the Allocation, they will use such Allocation to prepare and file in a timely manner all appropriate Tax filings including, if applicable, the preparation and filing of Internal Revenue Service Form 8594 (including any amendments thereto) under Section 1060 of the Code (or any successor form or successor provision of any future Tax Law), with their respective Tax Returns for the taxable year that includes the Closing Date and to take no position in any Tax Return, Tax or Income Tax proceeding, or Tax or Income Tax audit that is inconsistent with such Allocation, unless otherwise required under applicable Law. Each of the Buyer and the Seller agrees to promptly provide the other Party with any additional information and reasonable assistance required to complete Internal Revenue Service Form 8594 or compute Taxes and Income Taxes arising in connection with (or otherwise affected by) the transactions contemplated by this Agreement. The Buyer and the Seller will promptly inform one another in writing of any challenge by any taxing authority to any allocation made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use and agree to report the transaction contemplated in this Agreement consult with and keep one another informed with respect to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithstatus of, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court)discussion, proposal or submission with respect to, any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricechallenge.

Allocation of Purchase Price. The Companies Purchaser and Buyer Seller shall allocate use commercially reasonable efforts to agree to an allocation of the Purchase Price consideration (and other items treated as consideration for federal income tax purposes) among the Acquired Purchased Assets and the Assumed Liabilities in accordance with Code §1060 and the regulations thereunder (and any similar provision of state, local, or non-U.S. law, as appropriate) (the “Tax Allocation”) within 30 days after the Closing Date. If Seller and Purchaser reach an allocation schedule substantially agreement with respect to the Tax Allocation pursuant to the foregoing sentence, Seller and Purchaser each agree to report, and to cause their respective Affiliates to report, the U.S. federal, state and local income and other tax consequences of the transactions contemplated herein, and in particular to report the form set forth on Exhibit 3.4. As soon information required by Code §1060(b), and to jointly prepare Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) in a manner consistent with the Tax Allocation, as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 revised to reflect any take into account subsequent adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing Price, and prior to filing shall not take any position for U.S. federal, state or local income tax purposes inconsistent therewith upon examination of any tax return which includes information related to the transaction contemplated in this Agreementreturn, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any returnrefund claim, Tax proceedingin any tax litigation, tax audit investigation or otherwise inconsistent otherwise, unless required to do so by a “determination” (as defined in Code §1313(a)(1)), or with such allocationother Party’s prior consent; provided, however, that nothing contained herein shall require the Companies and Buyer to contest prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or agency which challenges such allocation arising out of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithTax Allocation, and the Companies and Buyer neither Purchaser nor Seller shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of challenging the Purchase PriceTax Allocation. The Companies If Seller and Buyer shall give prompt notice Purchaser do not reach an agreement with respect to the Tax Allocation under this Section 7.6, Seller and Purchaser shall be free to file their own asset allocation statements and shall not be subject to the reporting requirements of this Section 7.6. Notwithstanding any other provision of this Agreement, the commencement terms and provisions of any tax audit or this Section 7.6 shall survive the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price.Closing without limitation.‌

Allocation of Purchase Price. (a) The Companies parties agree that the purchase of assets under this Agreement is intended to be and Buyer shall allocate be treated for federal income Tax purposes as an “applicable asset acquisition” within the Purchase Price among meaning of Section 1060 of the Acquired Assets and the Assumed Liabilities Code. The parties agree to allocate, in accordance with an allocation schedule substantially in all applicable Treasury Regulations promulgated under Section 1060 of the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this AgreementCode, the Companies and aggregate consideration paid by Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation (consisting of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithas adjusted, the Assumed Liabilities, and all other relevant items that are properly includible in determining the Companies amount realized by Seller for federal income Tax purposes (the “Total Tax Consideration”)) among the Purchased Assets. Such allocation shall be made in a manner consistent with the fair market values of the Purchased Assets as are agreed between the parties. Seller and Buyer shall not be required complete an allocation schedule (the “Allocation Schedule”) by April 15, 2006, which shall set forth the fair market values of the Purchased Assets that the parties agree to litigate before any court (including without limitation use in making such allocation. Buyer shall deliver to the United States Tax Court), any Seller a statement containing Buyer’s proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceTotal Tax Consideration among the Purchased Assets (the “Allocation Statement”) and a draft IRS Form 8594 as proposed to be included by Buyer with its Tax Return for the taxable year of the Closing. Within thirty (30) days after receipt of the Allocation Statement, Seller shall review and comment on the Allocation Statement, and provide to Buyer a draft IRS Form 8594 proposed to be included by Seller in its Tax Return for the taxable year of the Closing. The Companies parties agree that: (i) such allocation will be agreed upon in an arm’s length negotiation; (ii) they shall cooperate with each other in connection with the preparation, execution and Buyer filing of all Tax Returns related to such allocation; and (iii) they shall give prompt notice to promptly advise each other regarding the other of the commencement existence of any tax audit Tax audit, controversy or litigation related to such allocation. Notwithstanding the written assertion foregoing, if the parties fail to agree upon an allocation, the parties shall submit the matter to a jointly-retained third-party independent accounting firm for determination, which shall be final and binding on the parties. The cost and expenses of any proposed deficiency or adjustment such third-party independent accounting firm shall be borne equally by any taxing authority or agency which challenges such allocation of the Purchase PriceBuyer and Seller.

Allocation of Purchase Price. The Companies Seller and Buyer Purchaser recognize their mutual obligations pursuant to Section 1060 of the Code (and any comparable provisions of any other Tax law) to timely file IRS Form 8594 (or comparable form) and subsequent Forms 8594 (or comparable forms), if any are required, with each of their respective Tax Returns (the “Asset Allocation Statements”). Accordingly, Seller and Purchaser agree to cooperate in the preparation of any Asset Allocation Statements. Seller and Purchaser shall agree that Purchaser shall direct KPMG LLP (a) to perform an appraisal of the fair market value of the Conveyed Assets and allocate the Purchase Price among the Acquired Conveyed Assets in a manner that is reasonably acceptable to Purchaser’s outside auditors (the “Allocation”) and (b) to complete the Assumed Liabilities in accordance with an allocation schedule substantially in appraisal and Allocation of the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments Real Estate prior to the Purchase Price made pursuant Closing Date and of everything else prior to Section 3.4. As soon as may be practicable after the later of the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this AgreementDate or March 31, the Companies and Buyer employing the allocation 2001. The cost of the Purchase Price made pursuant appraisal shall be borne by Purchaser. Each of Seller and Purchaser shall (i) be bound by the Allocation for purposes of determining any Taxes, (ii) prepare and file, and cause its Affiliates to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use and file, its Tax Returns on a basis consistent with the Allocation, and (iii) take no position, and cause its Affiliates to report take no position, inconsistent with the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position Allocation on any applicable Tax Return or in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies proceeding before any taxing authority or agency in connection therewith, and otherwise. In the Companies and Buyer shall not be required to litigate before any court (including without limitation event that the United States Tax Court), any proposed deficiency or adjustment Allocation is disputed by any taxing authority or agency which challenges such allocation authority, the Party receiving notice of the Purchase Price. The Companies and Buyer dispute shall give prompt notice to promptly notify the other Party hereto concerning resolution of the commencement dispute. Seller and Purchaser agree that the Allocation shall be made in accordance with the provisions of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation Section 1060 of the Purchase PriceCode and the Treasury Regulations thereunder.

Allocation of Purchase Price. The Companies Purchase Price shall be allocated between the Shares and the Partnership Interests as set forth on Schedule 11.5 and shall be further allocated by the Parties amongst the assets of each Company in the manner required by, in the case of the purchase and sale of the Shares, Code §338 and the Treasury Regulations thereunder and, in the case of the purchase and sale of the Partnership Interests, Code §1060 and the Treasury Regulations thereunder and, in each case, consistent with Schedule 11.5 hereto (the “Allocation”). Seller shall be responsible for determining and preparing the Allocation and shall submit such Allocation to Buyer for its review and consent; provided that, if Buyer does not object within 30 days after its receipt of the Allocation from Seller, such Allocation shall be treated as the agreed final Allocation. If Buyer does object to the Allocation by delivering written notice to Seller within such 30 days after Buyer’s receipt thereof, Seller and Buyer shall allocate work in good faith and shall use commercially reasonable efforts to agree on a mutually acceptable Allocation; provided that, if Seller and Buyer cannot, within 30 days, agree on a mutually acceptable Allocation, all items of such Allocation on which the Purchase Price among Parties do not mutually agree shall be submitted, within 5 days thereafter, to the Acquired Assets Resolution Accountants for resolution within 10 days of submission thereto, which resolution shall be made based solely upon the submissions made by Seller and Buyer, and not upon an independent determination by the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the ClosingResolution Accountants, Companies and Seller and Buyer shall amend Exhibit 3.4 pay equal shares of the costs of the Resolution Accountants for such matter. The Parties hereby agree to reflect any adjustments adhere to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing finally determined Allocation in all reports, returns and prior to filing other documents filed with any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Governmental Body (including Internal Revenue Service Form 8594 and to all any other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit filings required by Code §§ 338 or 1060 or otherwise inconsistent with such allocationunder the Code or Treasury Regulations); provided, however, that nothing contained herein shall require the Companies and Buyer any Party to contest or to litigate in any forum any proposed deficiency or adjustment by any taxing Taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceAllocation.

Allocation of Purchase Price. The Companies and Buyer (a) Within thirty (30) days after the date hereof, Seller shall allocate provide to Purchaser: (i) as required by Section 1060 of the Purchase Price among the Acquired Assets Code and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as may be practicable after the Closingappropriate), Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the a proposed allocation of the Purchase Price made LLC Interest Consideration among the assets of NextRx LLC (the “Initial 1060 Allocations”); (ii) as required by Section 338 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate), a proposed allocation of the NextRx Consideration and the liabilities of NextRx among the assets of NextRx; and (iii) as required by Section 338 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate), a proposed allocation of the NextRx Services Consideration and the liabilities of NextRx Services among the assets of NextRx Services ((ii) and (iii) collectively, the “Initial 338 Valuations and Allocations”). If Purchaser does not object to the Initial 1060 Allocations and Initial 338 Valuations and Allocations within thirty (30) days of receipt, such valuations and allocations shall be deemed to have been accepted and agreed upon, and subject to Section 5.17(b) below, final and conclusive, for all purposes of this Agreement. If Purchaser objects to the Initial 1060 Allocations or Initial 338 Valuations and Allocations, it shall notify Seller of such disputed item (or items) and the basis for its objection, and Purchaser and Seller shall resolve any such dispute prior to the Closing Date (whether pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit sentence or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges immediately preceding sentence, such allocation of agreed upon Initial 1060 Allocations, the Purchase Price“1060 Allocations” and such agreed upon Initial 338 Valuations and Allocations, the “338 Valuations and Allocations”).

Allocation of Purchase Price. The Purchase Price shall be allocated among the Purchased Assets as agreed upon between the Purchasers and the Seller Companies and Buyer (the "Allocation Method"), provided that the Allocation Method shall allocate provide that sixty percent (60%) of the Purchase Price among is allocated to the Acquired Florida Purchased Assets and forty percent (40%) of the Assumed Liabilities Purchase Price is allocated to the Georgia Purchased Assets. The Parties shall use their reasonable best efforts to reach agreement on the Allocation Method prior to the First Closing. If the Purchasers and the Seller Companies reach such agreement, the Purchasers and the Seller Companies (i) shall execute and file all Tax Returns in a manner consistent with the Allocation Method determined pursuant to this Section 2.3(c) and (ii) shall not take any position in any refund claim, before any Governmental Authority, in any judicial proceeding or otherwise that is inconsistent with such Allocation Method. The Seller Companies and the Purchasers each agree to cooperate with the other Party in preparing IRS Form 8594 and shall each timely file such Form with the IRS in accordance with the requirements of Section 1060 of the Internal Revenue Code. In the event that the Parties do not agree to an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after Allocation Method, prior to the Closing, the Parties shall submit the dispute for resolution to an independent accounting firm of international reputation mutually acceptable to the Purchasers and the Seller Companies (the "Accounting Firm") which shall promptly, after such submission, determine an Allocation Method that shall be final, binding and Buyer conclusive on the Parties. The fees and disbursements of the Accounting Firm shall amend Exhibit 3.4 to reflect any be shared equally between the Purchasers and the Seller Companies. Any subsequent adjustments to the Purchase Price made pursuant to shall be reflected in the Allocation Method in a manner consistent with Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation 1060 of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceCode.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable Within sixty (60) days after the Closing Date, Coeptis and prior Xxxxxxx shall use commercially reasonable efforts to filing any tax return which includes information related agree to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made among the Purchased Assets (the “Allocation”). If Coeptis and Xxxxxxx reach an agreement with respect to the Allocation, then the Parties and each of their respective Affiliates each shall report the federal, state, local, and non-U.S. income and other Tax consequences of the transactions contemplated by this Agreement in a manner consistent with the Allocation. Except as otherwise required pursuant to this a “determination” within the meaning of Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report 1313(a) of the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies Code (or any comparable provision of state, local, or non-U.S. Law), neither Coeptis nor Buyer Deverra, nor any of their respective Affiliates shall take a position inconsistent with the Allocation on any Tax Return (including any forms required to be filed with pursuant to Section 1060 of the Code) or in any returnproceeding before any Taxing Authority. Within a reasonable period before the due date of such statements, Tax proceeding, tax audit Deverra and Coeptis shall cooperate with each other in preparing IRS Form 8594 or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment equivalent statements required by any taxing authority or agency which challenges such allocation Taxing Authority. If the Allocation is disputed by any Taxing Authority, the Party receiving notice of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithdispute shall promptly notify the other Party, and the Companies Parties shall cooperate with each other in the defense of such Allocation. If Coeptis and Buyer Xxxxxxx are unable to reach an agreement on the Allocation, they shall promptly thereafter submit for resolution the items remaining in dispute to a mutually agreeable independent accountant and shall instruct such independent accountant to make a determination regarding such dispute as promptly as practicable, and in any event within thirty (30) calendar days after the date on which such dispute is referred to the independent accountant (or such longer period as the independent accountant may reasonably require). If the Parties cannot be required agree on a mutually agreeable independent accountant, the Parties shall each pick their own independent accountant, and the two chosen independent accountants shall together pick an independent accountant to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges make such allocation determination of Allocation. The fees and expenses of the Purchase Price. The Companies independent accountant(s) shall be allocated evenly between Coeptis and Buyer shall give prompt notice to Deverra, and the other determination of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceindependent accountant(s) shall be binding on both Parties.

Allocation of Purchase Price. The Companies and Buyer Within thirty (30) days following the Closing Date, REG shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closingdeliver to Parent a draft of Internal Revenue Service Form 8594 containing REG’s proposed allocation, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after 1060 of the Closing and prior to filing any tax return which includes information related to Code, of (i) the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation value of the Purchase Price made less (ii) the Parent Investment plus (iii) any liabilities assumed by Buyer (the “Tax Allocation”). Parent shall have fifteen (15) days following receipt of the REG’s proposed Tax Allocation to notify REG in writing of any objections thereto. If Parent does not so object, the Tax Allocation as proposed by REG shall be deemed accepted by Parent for all purposes hereunder and shall be conclusive and binding on the parties. If Parent objects to any portion of REG’s proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, REG’s proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Parent to REG, the parties shall submit the dispute to a an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by REG and Parent, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by REG and Parent. Following final determination of the Tax Allocation pursuant to this Section 3.4 2.6(c), Parent, Seller, Buyer and REG shall prepare mutually acceptable make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS Forms 8594 which they in respect thereof and shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall not take a any position inconsistent therewith in any returnexamination of any Tax Return, Tax proceedingin any refund claim, tax audit in any litigation or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency investigation or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithTaxing Authority, and the Companies and Buyer shall not be except as required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceapplicable Law.

Allocation of Purchase Price. The Companies and Buyer Purchaser shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities (and other relevant items, including those pursuant to Section 3.5 and Article XI), as of the Closing, among the classes of assets (as described in the Treasury Regulations promulgated under Section 338 of the Code) to which the Purchased 20 Assets relate (the "ALLOCATION") in accordance with an allocation schedule substantially in section 1060 of the form set forth on Exhibit 3.4. As soon as may be practicable Code and the regulations promulgated thereunder (or any similar provision of local or state Tax law) and shall submit the proposed Allocation to Radio Unica not later than sixty (60) days after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect . If there is any adjustments adjustment to the Purchase Price made pursuant or the Assumed Liabilities (or other relevant items), the Purchaser shall modify the Allocation by allocating such adjustment among the Purchased Assets in accordance with section 1060 of the Code and the regulations promulgated thereunder (or any similar provision of local or state Tax law) and shall submit the new proposed Allocation to Section 3.4Radio Unica within sixty (60) days of such adjustment. As soon as may be practicable If, within twenty (20) days after the Closing receipt of the proposed Allocation, Radio Unica notifies the Purchaser in writing that Radio Unica has concluded that the proposed Allocation is not in accordance with section 1060 of the Code and prior the regulations promulgated thereunder (or any similar provision of local or state Tax law), then Radio Unica and the Purchaser shall attempt in good faith to filing any tax return which includes information related resolve their disagreement within the twenty (20) days following Radio Unica's notification to the transaction contemplated in this AgreementPurchaser of such disagreement. If Radio Unica does not so notify the Purchaser within twenty (20) days of receipt of the proposed Allocation, or upon resolution of the dispute by Radio Unica and the Purchaser, the Companies proposed Allocation shall become the final Allocation. If Radio Unica and Buyer employing the allocation Purchaser are unable to resolve their disagreement within the twenty (20) days following any such notification by Radio Unica, the dispute shall be submitted to a nationally recognized independent accounting firm chosen jointly by the Purchaser and Radio Unica, for resolution within twenty (20) days of such submission. All Parties shall cooperate fully to facilitate a prompt determination of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report Allocation. For all Tax purposes, the transaction transactions contemplated in by this Agreement shall be reported in a manner consistent with the final Allocation and neither Radio Unica, the Purchaser, nor any of their respective Affiliates, shall take any position inconsistent therewith in any Tax Return (including IRS Form 8594), in any litigation or otherwise, unless required by applicable Law. The fees, costs and expenses of the accounting firm retained to resolve any dispute with respect to the Internal Revenue Service and to all other taxing authorities. Neither Allocation, if applicable, shall be borne equally by the Companies nor Buyer shall take a position in any returnPurchaser, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require on the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithone hand, and Radio Unica, on the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceother.

Allocation of Purchase Price. The Companies fair market values of the underlying assets of the Company Entities shall be determined for purposes of Sections 338 and Buyer shall allocate 755 of the Code and the Treasury regulations thereunder as set forth in the statement attached hereto as Exhibit C (the “FMV Determination”). Within 120 days after the date the Final Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made is determined pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies Buyer Entities shall deliver to Truist for its review and Buyer employing comment, a proposed FMV Determination (the “Proposed FMV Determination”) and a proposed determination of the “aggregate deemed sales price” (as defined in the applicable Treasury Regulations under Section 338 of the Code) with respect to the Section 338(h)(10) Election and a proposed allocation of the Purchase Price made aggregate deemed sales price among the assets of Truist Partners (the “Proposed Section 338 Allocation”), each of which shall be subject to the procedures of this Section 6.05. In the event Truist communicates written objections to a Proposed FMV Determination and/or Proposed Section 338 Allocation within 30 days after delivery thereof to Truist, the Buyer Entities and Truist will proceed promptly and in good faith to resolve any disputes with respect to the Proposed FMV Determination and/or Proposed Section 338 Allocation (as the case may be). If the Buyer Entities and Truist are unable to resolve any dispute with respect to the Proposed FMV Determination or Proposed Section 338 Allocation during that period, the Buyer Entities and Truist shall identify in writing the items in dispute and shall immediately engage a nationally recognized independent accounting firm with the relevant expertise (the “Independent Accounting Firm”) to resolve such disputed items, which resolution shall be set forth in a written report delivered to the parties and shall be conclusive and binding on the parties hereto and shall be enforceable in a court of law. The Buyer Entities and Truist shall use reasonable best efforts cooperate with the Independent Accounting Firm and shall promptly provide such Independent Accounting Firm with such documents and information as may be reasonably requested. The FMV Determination and the determination and allocation of the “aggregate deemed sales price” with respect to the Section 338(h)(10) Election as finally agreed upon by the parties or determined by the Independent Accounting Firm (the “Final FMV Determination” and the “Final Section 338 Allocation”) shall be conclusive and binding upon the Buyer Entities and the Truist Parties for all purposes. The Truist Parties and the Buyer Entities shall, and shall cause their respective Affiliates to, file all Tax Returns in a manner consistent with the Final FMV Determination and the Final Section 338 Allocation, and shall not take any Tax position inconsistent with the Final FMV Determination or the Final Section 338 Allocation except as otherwise required pursuant to a final determination by a Taxing Authority within the meaning of Section 1313(a)(1) of the Code. Any costs and expenses incurred in connection with the preparation and delivery of the Proposed FMV Determination, the Proposed Section 338 Allocation, the Final FMV Determination and the Final Section 338 Allocation (including, for the avoidance of doubt, the costs and expenses of the Independent Accounting Firm in undertaking any review and determination pursuant to this Section 3.4 ‎Section 6.05) shall prepare mutually acceptable IRS Forms 8594 which they shall use to report be shared equally by the transaction contemplated in this Agreement to the Internal Revenue Service Buyer Entities and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceTruist.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price (including solely for this purpose, the Assumed Liabilities) will be allocated among the Acquired Assets Property in the manner required by Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Assumed Liabilities rules and regulations promulgated thereunder and, on a preliminary basis, in accordance with an allocation schedule substantially Schedule 3 (the “Preliminary Allocation Schedule”). Purchaser shall prepare and deliver Internal Revenue Service Form 8594 to Seller within forty-five (45) days after the Closing Date. Purchaser and Seller each agree to provide the other promptly with any other information required to complete the Form 8594 or in connection with any negotiations regarding the form set forth Form 8594. If Seller objects to any item on Exhibit 3.4the Form 8594, they shall, within ten (10) days after delivery of the Form 8594, notify Purchaser in writing that they so object, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. As soon If a notice of objection shall be duly delivered, Purchaser and Seller shall negotiate in good faith and use reasonable efforts to resolve such items. If Purchaser and Seller are unable to reach such agreement within fifteen (15) days after receipt by Purchaser of such notice, the disputed items shall be resolved by a nationally or regionally recognized accounting firm selected by Purchaser and reasonably acceptable to Seller (the “Accounting Referee”) and any determination by the Accounting Referee shall be final. The Accounting Referee shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Accounting Referee is unable to resolve any disputed items before the due date for the Form 8594, the Form 8594 shall be filed by Purchaser and Seller as prepared by Purchaser and then amended by each party to reflect the Accounting Referee’s resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Purchaser and Seller. For avoidance of doubt, Purchaser and Seller IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4858-7384-8369v5 2954978-000007 09/08/2022" "" 4858-7384-8369v5 2954978-000007 09/08/2022 agree that each will file all federal, state and local tax returns and related tax documents (including amended returns, claims for refund, and information reports) in a manner consistent with the Form 8594, as the same may be practicable after the Closing, Companies adjusted and Buyer shall amend Exhibit 3.4 finally determined pursuant to reflect any this Agreement. Any adjustments to the Purchase Price made pursuant to Section 3.43 herein shall be allocated in a manner consistent with the Form 8594. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation The provisions of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report survive the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceClosing.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Final Purchase Price among for the Acquired Purchased Assets and the amount of the Assumed Liabilities shall be allocated among the Purchased Assets sold, transferred, assigned and conveyed pursuant to this Agreement, as mutually agreed to by Purchaser and Seller (with Purchaser to make the initial proposal for such allocation), not later than one hundred fifty (150) days after the Closing Date in accordance with an allocation schedule substantially Section 1060 of the Code. Purchaser and Seller agree that the Final Purchase Price shall be allocated among the Purchased Assets as follows: first, to non-obsolete Product Inventory at Seller's cost; second, to Accounts Receivable by the amount thereof collected during the Accounts Receivable Escrow Period and the amount retained by Purchaser from the Accounts Receivable Escrow; third, to Fixed Assets at the appraised value thereof; fourth, to leasehold improvements included in the form Fixed Assets at their net book depreciated value; and the balance shall be allocated to the covenants not to compete. Each party shall treat the purchase and sale pursuant to this Agreement consistently with such allocations for all purposes, including, without limitation, determining any Taxes and filing its Form 8594, and shall not take any position inconsistent therewith, whether on a Tax Return, before a Governmental Entity or Regulatory Authority or any judicial or other proceeding. In the event the allocation is disputed by any Governmental Entity or Regulatory Authority, the party receiving notice of such dispute shall promptly notify and consult with the other parties concerning the resolution of such dispute, and shall keep the other parties apprised of the status of such dispute and the resolution thereof. For purposes of the preparation of Form 8594, each party's name, address and taxpayer identification number is set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceSchedule 2.5 attached hereto.

Allocation of Purchase Price. The Companies In the event that a Section 338(h)(10) Election is made pursuant to Section 5.4.8, Buyer and Buyer shall allocate Seller agree that the Purchase Price among the Acquired Assets and the Assumed Liabilities liabilities of VNG (plus other relevant items) will be allocated to the assets of VNG for federal income tax purposes in accordance with an the Final Allocation. Buyer shall deliver to Seller at Closing a preliminary allocation schedule substantially in of the form set forth on Exhibit 3.4. As Purchase Price and liabilities (plus other relevant items) among the assets of VNG, and, as soon as may be practicable after possible following the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect Closing (but in any event within 90 days following the completion of the adjustments to the Purchase Price made pursuant contemplated by Section 2.1.3), Buyer shall prepare and deliver to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the Seller a final allocation of the Purchase Price made pursuant and liabilities (plus other relevant items), reflecting all adjustments to this the Purchase Price contemplated by Section 3.4 2.1.3, among the assets of VNG (the "Allocation"). The Allocation shall prepare be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 days thereafter, such objections shall be referred to a "Big 5" accounting firm mutually agreeable to them (other than Seller's Auditors and Buyer's Auditors) or if such accounting firm cannot or refuses to serve in such capacity, a mutually acceptable IRS Forms 8594 which they firm of independent public accountants of recognized standing, whose review shall use be limited to report whether Buyer's Allocation of such disputed items regarding the transaction contemplated Allocation was prepared in this Agreement accordance with Applicable Law. Such accounting firm shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 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"). Seller and Buyer shall share fees and disbursements of the accounting firm attributable to the Allocation equally. Each of Seller and Buyer agrees to timely file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns (including amended returns and claims for refund) in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to all promptly provide the other taxing authorities. Neither the Companies nor Buyer shall take a position with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in any return, Tax proceeding, tax audit connection with (or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require affected by) the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation transactions contemplated hereunder. Each of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies Seller and Buyer shall not be required to litigate before any court (including without limitation timely notify the United States Tax Court)other, any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer each shall give prompt notice to timely provide the other with reasonable assistance in the event of the commencement of any tax an examination, audit or other proceeding regarding the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceFinal Allocation.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set Set forth on as Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing 2.6 hereto is the allocation of the Purchase Price made with respect to the Acquired Assets consisting of property, plant and equipment (“PP&E”) proposed by the Sellers (the “Sellers’ Proposed Allocation”). Following the Closing, the Buyer shall engage, at its expense, a third party accounting, investment banking or valuation firm of national or regional reputation to perform an appraisal with respect to the PP&E included in the Acquired Assets (such appraisal, the “Buyer’s Third Party Appraisal”) so as to permit the Buyer and its Affiliates to prepare financial statements in accordance with Financial Accounting Standard Board Statement No. 141 (Business Combinations) and United Stated Generally Accepted Accounting Principles. The parties agree that such Buyer’s Third Party Appraisal shall be performed by BDO Xxxxxxx, LLP, or an affiliate thereof, provided the Buyer is able to engage such firm for such work on reasonable terms and that the Buyer may not engage a different firm unless (x) BDO Xxxxxxx, LLP and/or such affiliate (as the case may be) declines the engagement or requires terms and conditions for the engagement which are commercially unreasonable or not customary for engagements of this type or (y) another firm offers to perform the work on substantially better terms than BDO Xxxxxxx, LLP and/or such affiliate (as the case may be). The Buyer shall use commercially reasonable efforts to cause the Buyer’s Third Party Appraisal to be completed within 30 calendar days following the Closing Date and shall provide a copy of any written materials provided to the Buyer pursuant to this Section 3.4 the appraisal engagement by the firm engaged to perform the appraisal, including the final Buyer’s Third Party Appraisal, to the Sellers’ Representative within a reasonable period of time (not to exceed two Business Days) after its receipt by the Buyer, provided that the Sellers’ Representative has provided to the firm who prepared such materials all access letters and/or waivers reasonably requested by such firm as a condition thereto. If such final Buyer’s Third Party Appraisal indicates that the aggregate appraised value of the PP&E included in the Acquired Assets (the “Covered Assets”) is greater than the value assigned thereto in the Sellers’ Proposed Allocation, then the Sellers’ Representative shall prepare mutually acceptable IRS Forms 8594 which they have a period of three Business Days after its receipt of such final Buyer’s Third Party Appraisal to notify the Buyer in writing of the Sellers’ Representative’s determination to engage, at the Sellers’ own expense, a different third party accounting, investment banking or valuation firm of comparable reputation and qualifications as the firm who prepared the Buyer’s Third Party Appraisal to perform a separate appraisal of the Covered Assets (such appraisal, the “Sellers’ Third Party Appraisal”). Both the Buyer’s Third Party Appraisal and the Sellers’ Third Party Appraisal shall be required to be rendered in writing. The Sellers’ Representative shall use commercially reasonable efforts to report cause the transaction contemplated Sellers’ Third Party Appraisal to be completed within 30 calendar days following the date on which the Sellers’ Representative’s notification above is delivered to the Buyer and shall provide a copy of any written materials provided to the Seller’s Representative pursuant to the appraisal engagement by the firm engaged to perform the appraisal, including the final Sellers’ Third Party Appraisal, to the Buyer within a reasonable period of time (not to exceed two Business Days) after its receipt by the Sellers’ Representative, provided that the Buyer has provided to the firm who prepared such materials all access letters and/or waivers reasonably requested by such firm as a condition thereto, and in connection therewith the Buyer will give reasonable access to the PP&E included in the Acquired Assets to the firm engaged to perform the Seller’s Third Party Appraisal solely to the extent necessary to perform such appraisal. The Sellers’ Representative shall then have the right to designate by written notice to the Buyer either the Buyer’s Third Party Appraisal or the Sellers’ Third Party Appraisal as the governing appraisal (the “Designated Appraisal”) no later than three Business Days after the Sellers’ Representative’s receipt of the Sellers’ Third Party Appraisal from the firm who prepared such appraisal, whereupon the Buyer and the Sellers shall, and shall cause their respective Affiliates and equity holders to, file all Tax Returns and take positions in all Tax proceedings in a manner consistent with the information contained in the Designated Appraisal. In the event that the Sellers’ Representative fails to engage its own appraiser within the period described above, fails to deliver the final Sellers’ Third Party Appraisal to the Buyer within the time period described above or fails to designate one of the appraisals as the Designated Appraisal within the period described above, the Buyer’s Third Party Appraisal shall irrevocably be deemed to be the Designated Appraisal hereunder. In the event that the Buyer fails to engage its own appraiser within the period described above or fails to deliver the final Buyer’s Third Party Appraisal to the Buyer within the time period described above, the Sellers’ Proposed Allocation shall irrevocably be deemed to be the Designated Appraisal hereunder. In the event that the final Buyer’s Third Party Appraisal indicates that the appraised value of the Covered Assets is less than or equal to the value assigned thereto in the Sellers’ Proposed Allocation, then the Buyer’s Third Party Appraisal shall irrevocably be deemed to be the Designated Appraisal hereunder. Notwithstanding anything in this Agreement to the Internal Revenue Service contrary (including any provision of Article VIII hereof (Indemnification)), the Buyer and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation each of the Purchase PriceSellers, and each of their respective Affiliates and direct or indirect equity holders, each shall have no right to seek recourse against the other, or exhaust administrative remedies before any taxing authority of its Subsidiaries and Affiliates or agency direct or indirect equity holders, arising out of or with respect to (i) the utilization of the Designated Appraisal by the other parties and its Affiliates in connection therewithaccordance with this Section 2.6 or (ii) the purchase price allocation utilized by the other party and its Affiliates as to any of the Acquired Assets other than the Covered Assets, and the Companies and Buyer shall not be required assert any claim or institute any action against the other parties, or any of their Subsidiaries and Affiliates or direct or indirect equity holders, arising out of or relating to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges x) such allocation utilization of the Purchase Price. The Companies and Buyer shall give prompt notice to Designated Party Appraisal except in the case of a breach of this Section 2.6 by such other party or (y) the purchase price allocation utilized by the other parties and their Affiliates with respect to any of the commencement of any tax audit or Acquired Assets other than the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceCovered Assets.

Allocation of Purchase Price. The Companies and Buyer parties agree that Xxxxx Xxxx Appraisal shall allocate determine the Purchase Price among allocation of the Acquired Assets sum of the Cash Payment and the Assumed Liabilities in accordance with an among the Purchased Assets and shall deliver such allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant Seller and the Purchaser on or before February 29, 2000. The Seller shall have the right, in its sole and absolute discretion, to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing accept or reject the allocation of Xxxxx Xxxx Appraisal; provided that, if such rejection by the Purchase Price made Seller is not delivered to the Purchaser on or before fifteen (15) days after Seller's receipt of the allocation, the Seller shall be deemed to have accepted such allocation and it shall be conclusive and binding on the parties for purposes of this Section 2.3(c). In the event that the Seller rejects the allocation by Xxxxx Xxxx Appraisal, then the parties agree to be bound by an appraisal of the Purchased Assets by a mutually acceptable independent nationally recognized firm of valuation experts. The cost of appraisals pursuant to this Section 3.4 2.3(c) shall prepare mutually acceptable IRS Forms 8594 which they shall use be borne equally the Purchaser and the Seller. Notwithstanding anything to report the transaction contemplated in this Agreement to contrary herein, the allocation will be consistent with Section 1060 of the Internal Revenue Service Code. The Purchaser and the Seller (i) shall execute and file all Tax Returns and prepare all financial statements, returns and other instruments in a manner consistent with the allocation determined pursuant to all other taxing authorities. Neither the Companies nor Buyer this Section 2.3(c), (ii) shall not take a any position before any Governmental Authority or in any return, Tax proceeding, tax audit or otherwise judicial proceeding that is inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and (iii) shall cooperate with each other in a timely filing, consistent with such allocation, of Form 8594 with the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceIRS.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 Purchaser will submit to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the Seller a proposed allocation of the Purchase Price and the Assumed Liabilities among the Purchased Assets no later than 120 days after the Closing Date, but in no event less than 30 days prior to the date on which Seller must file any income tax returns with respect to the transaction (the "Proposed Allocation"). The Proposed Allocation shall be made pursuant in a manner consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (including the Treasury regulations thereunder, the "Code"). Within 30 days of receipt of the Proposed Allocation, Seller shall either consent to this Section 3.4 the Proposed Allocation, which consent shall prepare mutually acceptable not be unreasonably withheld, or Seller shall advise Purchaser in reasonable detail of Seller's objections to the Proposed Allocation and the basis therefor. A failure by Seller to propose any changes within such 30-day period shall be deemed a consent by Seller, and the Proposed Allocation shall become Final (the "Final Allocation"). Seller and Purchaser shall endeavor in good faith to resolve any dispute arising with respect to the Proposed Allocation, but if Seller and Purchaser are unable to resolve any such dispute, each shall file IRS Forms 8594 -- Asset Acquisition Statements under Section 1060 -- consistent with the Proposed Allocation, except with respect to any items on which they shall use continue to report disagree (the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any returnProposed Allocation, Tax proceeding, tax audit or otherwise inconsistent with such allocation; providedexceptions, howeveralso referred to as the Final Allocation). Purchaser and Seller agree that except as otherwise required by law (i) the Final Allocation shall be binding on Purchaser and Seller for all federal, that nothing contained herein state and local tax purposes and (ii) Purchaser and Seller shall require file with their respective federal income tax returns consistent IRS Forms 8594--Asset Acquisition Statements under Section 1060, including any required amendment thereto which shall reflect the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of allocations set forth in the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceFinal Allocation.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable Within thirty (30) days after the Closing, Companies Adjusted Net Working Capital has become final and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made binding pursuant to Section 3.4. As soon as may be practicable after the Closing 1.7, Buyer shall prepare and prior to filing any tax return which includes information related deliver to the transaction contemplated in this Agreement, the Companies and Buyer employing the Sellers a proposed allocation of the Purchase Price made (which for purposes of this Section 1.11 shall include any Liabilities required to be treated as part of the Purchase Price for U.S. federal income tax purposes) among the Assets in accordance with Section 1060 of the Code and Section 1.5. For a period of thirty (30) days following the Sellers’ receipt of Buyer’s proposed allocation, the Sellers and Buyer shall work together to seek an agreement on the proposed allocation. If the Sellers and Buyer are unable to reach an agreement regarding such allocation during such thirty (30)-day period (or by such other deadline as the Sellers and Buyer agree in writing), Buyer and the Sellers shall submit their disagreement to the Independent Accounting Firm to be resolved. The final allocation, whether as prepared by Buyer and not timely objected to by the Sellers, as agreed by the parties or as determined by the Independent Accounting Firm (the “Final Allocation”), shall be final and binding on all parties. Except as required pursuant to this a “determination” within the meaning of Section 3.4 1313 of the Code (or any similar provision of state, local or foreign Law) or as otherwise provided herein, the Sellers, Buyer, the Selling Persons and all of their respective Affiliates shall prepare mutually acceptable IRS Forms 8594 which they shall use to report file all Tax Returns in a manner consistent with the transaction contemplated in this Agreement to the Internal Revenue Service Final Allocation and to all other taxing authorities. Neither the Companies nor Buyer shall take a no position inconsistent therewith (including in any returnamended Tax Returns, claims for refund or audits or examination by any Governmental Body or any other Proceedings) on any Tax proceeding, tax audit Return or otherwise inconsistent in connection with such allocationany Proceeding regarding Taxes; provided, however, that nothing contained herein shall require the Companies and Buyer to contest prevent a party from settling any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of Governmental Body based on the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, Final Allocation and the Companies and Buyer shall not no party will be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges Governmental Body challenging such allocation Final Allocation. In the event that the Final Allocation is disputed by any Governmental Body, the party receiving the notice of the Purchase Pricecontest shall provide the other parties with prompt written notice thereof (which in any event shall be provided within thirty (30) days of receiving notice of contest from the Governmental Body). The Companies Any fees and Buyer expenses of the Independent Accounting Firm to resolve a dispute in accordance with this Section 1.11 shall give prompt notice be borne 50% by the Sellers and 50% by Buyer. To the extent reasonably requested by any party, subject to the other of foregoing, Buyer and the commencement Sellers shall reasonably cooperate in the filing of any tax audit or forms with respect to such allocation, including any required amendments to such forms. Notwithstanding any other provisions of this Agreement, the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of foregoing agreement shall survive the Closing Date without limitation. Any adjustments to the Purchase PricePrice and the Earn-Out Payments, if any, shall be allocated among the Assets as set forth in the Final Allocation.

Allocation of Purchase Price. The Companies and Within thirty (30) days after the final determination of the Closing Balance Sheet, as provided in Section 2.5 herein, the Buyer shall allocate deliver to the Seller the Buyer’s proposal for allocation of the Purchase Price among the Acquired Purchased Assets for all purposes (including financial, accounting and tax purposes) in a manner consistent with Section 1060 of the Code (the “Allocation”). In the event that the Seller does not object to the Allocation within thirty (30) days of the Seller’s receipt of the Allocation, then the Seller Parties shall be deemed to have agreed to the Allocation. Buyer and Seller will endeavor in good faith to resolve any differences with respect to the preparation of the Allocation. If differences arise with respect to such preparation, and Buyer and Seller have acted in good faith to resolve such differences, then any remaining disputed matters will be finally and conclusively determined by the Auditor. The Auditor will determine (based solely on presentations by Buyer and Seller and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the Assumed Liabilities in accordance with an resulting allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the of Purchase Price made (together with the Assumed Liabilities), which report shall be conclusive and binding upon the Parties, except that any Party may object if the Auditor’s determination disregards the restrictions imposed by this Section 2.6 (in which event the Dispute would be resolved pursuant to Section 3.413.5). As soon as may be practicable after Each Party shall fully comply with the Closing reporting requirements of Section 1060 of the Code relating to allocation rules for certain asset acquisitions. Buyer and prior to filing any tax return which includes information related Seller shall not, subject to the transaction contemplated in this Agreementrequirements of any applicable Tax Law or election, the Companies file any Tax Returns and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall reports or take a position in any return, Tax proceeding, tax audit or otherwise positions before any Governmental Body inconsistent with such allocation; providedthe Allocation. Buyer and Seller shall cooperate in the preparation and filing of IRS Form 8594 (as amended) and any required exhibits thereto with the IRS (and any comparable forms with the appropriate authorities) in a manner consistent with the Allocation, however, that nothing contained herein which the Parties shall require each file with the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceIRS on a timely basis.

Allocation of Purchase Price. Buyer and Seller agree that the purchase and sale of the membership interests contemplated by this agreement is, for federal income tax purposes treated as if the Seller sold all the assets of the Management Company (the “Assets”) to the Buyer. The Companies purchase price for the Assets shall be allocated in accordance with Code Section 1060, and Buyer in the manner set forth in Schedule 2.6 (the “Allocation Schedule”) and the parties shall allocate the Purchase Price purchase price for the Management Company’s Hospital Interest among the Acquired Assets 33.3% of HHSD’s assets that the Management Company indirectly owns. Buyer and Seller agree that the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may Allocation Schedule shall reflect, or be practicable after the Closingamended to reflect, Companies and Buyer shall amend Exhibit 3.4 to reflect any post-closing adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made determined under Article 2 or otherwise pursuant to this Section 3.4 Agreement. Buyer and the Seller shall, and shall cause their respective Affiliates to, (a) prepare mutually acceptable IRS Forms 8594 which they shall use to report and file all tax returns (including amended tax returns and claims for refund) in all respects and for all purposes in a manner consistent with the transaction contemplated in this Agreement Allocation Schedule (and agreed amendments thereto) to the Internal Revenue Service extent permitted by Law, and (b) take no position with respect to all other taxing authorities. Neither taxes that is contrary to or inconsistent with the Companies nor Buyer shall take a position Allocation Schedule (and agreed amendments thereto), including in any return, Tax proceeding, tax audit audits or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment examinations by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, other proceeding. Buyer and the Companies and Buyer Seller shall not be required to litigate before cooperate in the timely filing of any court forms (including without limitation IRS Form 8594) with respect to such allocation, including any amendments to such forms required with respect to any adjustment to the United States Tax Court), any proposed deficiency or adjustment purchase price pursuant to the Agreement. If the allocation is disputed by any taxing authority or agency which challenges authority, the party receiving notice of such allocation of the Purchase Price. The Companies and Buyer dispute shall give prompt notice to promptly notify the other party hereto, and consult with such other party and keep it apprised of developments concerning the commencement resolution of such dispute. Notwithstanding any tax audit or other provisions of this Agreement, the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of foregoing agreement shall survive the Purchase PriceClosing without limitation.

Allocation of Purchase Price. The Companies and Buyer Parties acknowledge that the sale of the Units to Purchaser will be treated as an asset sale for income tax purposes. Within 60 calendar days of the finalization of the Final Closing Statement, Purchaser, in consultation with Seller, shall allocate provide Seller a proposed allocation (the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation “Allocation”) of the Purchase Price made pursuant (plus Assumed Liabilities) among the Assets, in accordance with Section 1060 of the Code and any similar provision of state, local or foreign law. The Allocation shall become final and binding 20 calendar days after Purchaser provides the Allocation to this Section 3.4 Seller, unless Seller objects (in which case, Seller shall prepare propose an allocation). Seller and Purchaser shall attempt in good faith to resolve Seller’s objections. If the parties are unable to mutually acceptable IRS Forms 8594 which they agree and resolve any disputes regarding such Allocation within 90 days of the finalization of the Final Closing Statement, then Seller and Purchaser shall use submit such matters in dispute to report an Accounting Firm for resolution; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the transaction contemplated end of such 30-day period, then the Accounting Firm shall be an accounting firm of national standing appointed by the American Arbitration Association in this Agreement New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Internal Revenue Service allocations still in dispute (“Disputed Allocations”) as the Accounting Firm may reasonably request and shall be afforded an opportunity to all other taxing authorities. Neither discuss such Disputed Allocations with the Companies nor Buyer Accounting Firm at such hearing as the Accounting Firm shall take a position in any return, Tax proceeding, tax audit request or otherwise inconsistent with such allocationpermit; provided, however, that nothing contained herein (i) each Party shall require provide the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation other Party with a copy of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithall materials provided to, and communications with, the Companies Accounting Firm, and Buyer (ii) no Party (or any of its Affiliates, advisors or representatives) shall not be required engage in any ex parte communication with the Accounting Firm at any time with respect to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceDisputed Allocations. The Companies and Buyer Accounting Firm shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price.only resolve the

Allocation of Purchase Price. The Companies and As soon as practicable after the final determination of the Closing Net Working Capital Value in accordance with Section 2.6, Seller shall deliver to Buyer shall allocate a statement (the "PROPOSED ALLOCATION STATEMENT") allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under applicable Tax Laws), adjusted as appropriate under applicable Tax Law to reflect any payments made under Section 2.6, among the Acquired Assets Transferred Assets, the GmbH Shares and the Assumed Liabilities Shares in accordance with applicable Tax Laws. If, within thirty (30) days after receipt of the Proposed Allocation Statement, Buyer shall not have objected in writing to such Proposed Allocation Statement, the Proposed Allocation shall become binding on Buyer and Seller (the "ALLOCATION STATEMENT"). In the event that Buyer objects in writing on a timely basis, the parties shall cooperate in good faith to resolve any discrepancies and attempt to agree on an allocation schedule substantially statement which shall become binding on Buyer and Seller. In the event that the parties are unable in good faith to reach an agreement regarding the Allocation Statement, each of the parties may prepare and file its Tax Returns and take any position it sees fit. The parties agree that, except as otherwise required by Law, Buyer and Seller shall, and shall cause their respective Affiliates to, act in accordance with the allocations contained in the form set forth on Exhibit 3.4. As soon Allocation Statement, if any, as it may be practicable after the Closingadjusted from time to time for all Tax purposes and that neither of them will take, Companies and Buyer shall amend Exhibit 3.4 or permit their respective Affiliates to reflect take, any adjustments position inconsistent therewith in any Tax Returns or similar filings, any refund claim, any litigation or otherwise. If an adjustment is made to the Purchase Price made pursuant to Section 3.4this Agreement after an Allocation Statement is determined, the Allocation Statement shall be adjusted in accordance with applicable Law and as mutually agreed by Buyer and Seller under principles similar to those required to originally determine the Allocation Statement. As soon as may be practicable after the Closing and prior The parties agree to filing consult with one another with respect to any tax return which includes information related Tax audit, controversy or litigation relating to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price2.12.

Allocation of Purchase Price. The Companies and Buyer On or before the Final Settlement Date, the parties shall allocate mutually agree on an allocation of the aggregate of the Purchase Price among the Acquired Assets and the Assumed Liabilities among the Transferred Assets and the GMBH Share in accordance with an allocation schedule substantially in applicable tax laws (the form set forth on Exhibit 3.4. As soon as may be practicable after "Tax Laws"); provided however, that for the Closingavoidance of doubt, Companies it is hereby agreed that eight hundred and Buyer shall amend Exhibit 3.4 to reflect any adjustments to ninety four thousand pounds sterling ((Pound Sterling) 894,000) of the Purchase Price made shall be allocated to the repayment by Aris of the intercompany loan between Aris and Aris Corporation (the "Intercompany Loan Allocation") and that one million, four hundred and twenty two thousand four hundred and fifty pounds sterling ((Pound Sterling) 1,422,450) of the Purchase Price shall be allocated to the payment of trade creditors of Aris (the "Trade Creditors Allocation"); and further provided however, that prior to the Final Settlement Date the Purchaser shall have the right to object to any allocation which would have a disadvantageous tax or accounting effect on the Purchaser. All such mutually agreed-to allocations shall be used by 13 each party in preparing any filings required pursuant to Section 3.4the Tax Laws and all relevant income and franchise tax returns. As soon as may be practicable after None of the Closing and prior Parties will take any position before any taxing authority or in any judicial proceeding that is inconsistent with such mutually agreed-to filing any tax return which includes information related allocations. In such event that the Parties shall not come to a mutual agreement relating the transaction contemplated in this Agreementallocation of the Purchase Price, the Companies Parties shall appoint both the General Managing Partner of Price Waterhouse Coopers in Israel and Buyer employing England (together, the "GMP") to act as joint arbitrators between the Parties, or to assign a mutually acceptable arbitrator. The Parties shall procure that GMP (or such mutually acceptable arbitrator) uses its best endeavours to resolve the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare in a manner which is mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authoritiesParties. Neither Any decision made by the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit GMP or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of acting arbitrator shall be final and binding upon the Purchase PriceParties.

Allocation of Purchase Price. The Companies Within sixty days after the Closing Date, Buyer and Buyer shall allocate Seller will mutually prepare a schedule (the “Allocation Schedule”) allocating the Purchase Price among the Acquired Assets and the Assumed Liabilities (as adjusted pursuant to Section 3.3) in accordance with an allocation schedule substantially the general principles of Section 1060 of the Code and any Treasury Regulations pursuant thereto (or any comparable provisions of state or local tax Law) or any successor provision among the Shares (and in the form set forth on Exhibit 3.4case Buyer elects to make an election under Section 338(g) of the Code in respect of any of REC Canada, REC Mexico, REC Germany and REC China, among the assets of the applicable Acquired Companies). As soon as may Buyer and Seller shall work in good faith to resolve any disagreements regarding such allocation of Purchase Price. At the request of either Buyer or Seller, solely for purposes of the Allocation Schedule, a third party reasonably agreed to by Buyer and Seller shall appraise the value of the Shares of REC Canada, REC Mexico, REC Germany and REC China. The cost of any such appraisal conducted solely for purposes of valuing the aforementioned Shares for purposes of the Allocation Schedule shall be practicable after the Closing, Companies borne equally by Buyer and Buyer shall amend Exhibit 3.4 to reflect any adjustments Seller. Except to the Purchase Price made pursuant to Section 3.4extent otherwise required by applicable Laws, Buyer and Seller (i) will, and will cause each of their respective Affiliates to, make all tax returns, reports, forms, declarations, claims and other statements in a manner consistent with the Allocation Schedule and (ii) will not, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. As soon as may be practicable after Each party will promptly notify the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to other if the Internal Revenue Service and to all or any other taxing authorities. Neither authority proposes to reallocate the Companies nor Buyer shall take consideration in a position in any return, Tax proceeding, tax audit or otherwise manner inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation Allocation Schedule. In the event of a determination (as defined in Section 1313 of the Purchase PriceCode) or a similar event under foreign Tax Law relating to a reallocation of consideration, the parties will be free to file amended Tax Returns or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges claims for refund based on such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricereallocation.

Allocation of Purchase Price. The Companies Buyer and Buyer Sellers shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities use reasonable efforts to agree in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after writing before the Closing and prior as to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant among the Assets under the methodology required by Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”). Buyer and Sellers acknowledge and agree that no portion of the Purchase Price or net proceeds received by Sellers from the sale of the Assets hereunder shall be allocated to this Section 3.4 the Leasehold Interests. If Buyer and Sellers cannot agree before the Closing as to such allocation, then no such agreement shall prepare mutually acceptable be required, but each party shall notify the other party within 90 days following the Closing Date of the Purchase Price allocation which it will report on IRS Forms Form 8594. Each party shall file with its federal income tax return for the tax year in which the Closing occurs IRS Form 8594 containing, if applicable, the information agreed to by the parties before the Closing, or, absent such agreement, the allocation of which such party provided notice to the other party. If the parties agreed in writing before the Closing as to the allocation of the Purchase Price, then they shall use reasonable efforts to report agree in writing as to any adjustment to such allocation which is required by reason of a Purchase Price Adjustment. If the transaction contemplated in this Agreement parties did not agree before the Closing as to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithagreed to such initial allocation but fail to agree on the adjustment which is required by reason of a Purchase Price Adjustment, and then each party shall notify the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation other party within 90 days following a Purchase Price Adjustment of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or Price allocation which it will report on IRS Form 8594, after taking such adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceinto account.

Allocation of Purchase Price. The Companies Purchaser and Buyer the Seller shall allocate use commercially reasonable efforts to agree to an allocation of the Adjusted Purchase Price and any other items properly treated as consideration for U.S. federal income Tax purposes among the Acquired Assets and the Assumed Liabilities six categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060), in accordance with an allocation schedule substantially in Section 1060 of the form set forth on Exhibit 3.4. As soon as may be practicable Code and the Treasury Regulations promulgated thereunder, within 90 days after the Closing, Companies determination of the Final Post-Closing Adjustment Amount in accordance with Section 2.05 (the “Allocation”). If the Purchaser and Buyer shall amend Exhibit 3.4 to reflect any adjustments the Seller reach an agreement with respect to the Purchase Price made Allocation, the Parties shall, and shall cause their respective Affiliates to, (i) use commercially reasonable efforts to update the Allocation in accordance with Section 1060 of the Code following any adjustment to the purchase consideration for Tax purposes pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, (ii) report consistently with the Companies Allocation, as adjusted, on all Tax Returns, including IRS Form 8594 (Asset Acquisition Statement under Section 1060), which the Parties shall timely file with the IRS, and Buyer employing neither Party shall take any position on any Tax Return that is inconsistent with the allocation Allocation, as adjusted, unless otherwise required by applicable Law and (iii) promptly inform one another in writing of the Purchase Price made pursuant any challenge by any Governmental Authority to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement such Allocation and consult and keep one another informed with respect to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with status of such allocationchallenge; provided, however, that nothing contained herein (A) if the Seller and the Purchaser cannot mutually agree on the Allocation, each Party shall require the Companies be entitled to determine its own allocation and Buyer file its IRS Form 8594 consistent therewith, (B) neither Party shall be unreasonably impeded in its ability and discretion to contest negotiate, compromise or settle any Tax audit, claim or similar proceedings in connection with such allocation and (C) neither Party shall be required to litigate before any court of competent jurisdiction any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of Governmental Authority challenging the Purchase PriceAllocation, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceas adjusted.

Allocation of Purchase Price. The Companies Seller and Buyer shall allocate Purchaser will endeavor in good faith to agree, prior to the Closing Date, on a reasonable allocation of the Initial Purchase Price and the Final Purchase Price among the Acquired Purchased Assets other than the Inventory (the "Purchase Price Allocation"), which shall be revised to take into account subsequent adjustments to the Initial Purchase Price and the Assumed Liabilities in accordance with an allocation schedule substantially in Final Purchase Price. The parties agree that the form set forth on Exhibit 3.4Estimated Inventory Value shall be allocated solely to the Purchased Assets that comprise Inventory. As soon Except as may be practicable otherwise agreed by the parties hereto, neither party shall file any tax return or other document or otherwise take any position which is inconsistent with the Purchase Price Allocation if agreed within sixty (60) days after the ClosingClosing Date, Companies unless required by applicable Law or as necessary to settle a dispute regarding such allocation with a Governmental Entity, and Buyer the parties hereto shall amend Exhibit 3.4 to reflect promptly inform one another of any adjustments challenge by any Governmental Entity to the Purchase Price made pursuant Allocation and shall consult with and keep one another informed with respect to Section 3.4the state of, and any discussion, proposal or submission with respect to, such challenge and shall cooperate in good faith to promptly amend the Purchase Price Allocation as appropriate in the event of any such challenge. As soon as may be practicable If the Purchase Price Allocation is not agreed by the parties within sixty (60) days after the Closing Date, Seller and prior to filing any tax return which includes information related to Purchaser may each allocate the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Initial Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which and the Final Purchase Price as they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocationdeem appropriate; provided, however, that nothing contained herein in all cases the Inventory Value shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice allocated solely to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PricePurchased Assets that comprise Inventory.

Allocation of Purchase Price. The Companies Buyer and Buyer Seller shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closinguse commercially reasonable efforts to agree, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable within 90 days after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this AgreementDate, the Companies and Buyer employing upon the allocation of the Purchase Price made pursuant to this Section 3.4 among the interests in Holdings and Holdings II and the underlying interests in the WTP Partnership for financial accounting purposes, federal income tax purposes, and any applicable state Tax purposes. Buyer and Seller shall prepare mutually acceptable IRS Forms 8594 which they file any related Tax forms required by any Governmental Entity on a timely basis consistent with such allocation or adjustments thereto. Buyer and Seller shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall not take a any position in any return, Tax proceeding, on their respective federal or applicable state income tax audit returns or otherwise that is inconsistent with such allocation as so agreed to or adjusted between the Parties. In the event that any adjustment is required to be made to the allocation of the Purchase Price initially determined by the Parties in accordance with the foregoing as a result of any adjustment to the consideration paid hereunder pursuant to Section 3.3, the Parties agree to consult in good faith on such adjustment and how such adjustment should be reflected in the allocation hereunder. If, contrary to the intent of the Parties hereto as expressed in this Section 3.5, any Governmental Entity makes or proposes an allocation inconsistent with any allocation agreed to by the Parties, the Parties shall cooperate with each other in good faith to contest such Governmental Entity’s allocation (or proposed allocation); provided, however, that, after consultation with the Party adversely affected by such allocation (or proposed allocation), the other Party hereto may file such protective claims or Tax Returns as may be reasonably required to protect its interests; provided further, that nothing contained herein shall require the Companies and neither Seller or any of its Affiliates nor Buyer or any of its Affiliates will be obligated to contest litigate any proposed deficiency or adjustment by any taxing authority or agency which challenges challenge to such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and Price by a Governmental Entity. If the Companies and Buyer shall not be required Parties are unable to litigate before any court (including without limitation agree on the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of Price as contemplated above, then each Party may file any tax audit or the written assertion of any proposed deficiency or adjustment related Tax forms required by any taxing authority or agency which challenges Governmental Entity in a manner consistent with such allocation of the Purchase PriceParty’s proposed allocation.

Allocation of Purchase Price. The Companies and Within 90 Business Days after the final determination of the Closing Date Schedule, Buyer shall allocate prepare and deliver to Sellers an allocation of the Final Adjusted Purchase Price and Assumed Liabilities among the Acquired Purchased Assets and the Assumed Liabilities covenants contained in Section 5.5 in accordance with an allocation schedule substantially Code Section 1060 and any similar provision of state, local, or non-U.S. Legal Requirements as appropriate (the “Allocation”). Sellers shall have 30 days to review and comment. If Sellers do not notify Buyer in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies writing of any objections within 30 days or if Sellers and Buyer shall amend Exhibit 3.4 to reflect resolve all such objections, each party agrees that it will (a) be bound by the Allocation for the purposes of determining any adjustments to Taxes, (b) report for Tax purposes the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made transactions consummated pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report Agreement in a manner consistent with the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court Allocation (including without limitation the United States Tax Courtfiling of Internal Revenue Service Form 8594), and (c) not take a position for Tax purposes that is inconsistent with the Allocation on any proposed deficiency Tax Return or adjustment in any proceeding before any Governmental Authority except with the prior written consent of the other party. Sellers shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare the Allocation. If Buyer and Sellers are unable to resolve all such written objections within 10 Business Days after Buyers’ receipt of such objections, the Allocation shall not be binding on the parties. In the event that the Allocation has been agreed to by the parties and is disputed by any taxing authority or agency which challenges Governmental Authority in writing, the party receiving notice of such allocation dispute will promptly notify the other party, provided that the failure of the Purchase Price. The Companies and Buyer party receiving such notice of dispute to promptly notify the other party shall give prompt notice not constitute a breach of this provision other than to the extent such other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment party is actually prejudiced by any taxing authority or agency which challenges such allocation of the Purchase Pricefailure.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable Within thirty (30) days after the ---------------------------- Closing, Companies and ICS shall submit to Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing writing the allocation of the Purchase Price made pursuant among all of the Acquired Assets, in accordance with the provisions of Section 1060 of the Code and regulations promulgated thereunder (the "Allocation ---------- Notice"). Buyer shall be deemed to this Section 3.4 have accepted the Allocation Notice, and it ------ shall prepare mutually be deemed final, unless Buyer provides written notice of disagreement to ICS within thirty (30) days of receipt of the Allocation Notice (the "Disagreement Notice"). If Buyer provides a Disagreement Notice, the parties -------------------- shall negotiate in good faith to resolve the differences. If the disagreements cannot be resolved within thirty (30) days of Sellers receipt of the Disagreement Notice, ICS shall engage a national independent accounting firm (the "Accountant"), acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service Buyer, to resolve the differences. The --------- Accountant will be requested to resolve the dispute and determine the correct allocation in accord with Section 1060 of the Code, and issue its report within 30 days of engagement, in writing to all other taxing authoritiesICS and Buyer (the "Accountant Report"). Neither ----------------- One-half of the Companies nor Buyer fees of the Accountant shall be borne by the Buyer, and one-half of such fees shall be borne by ICS. No party will take a position on any Tax Return, before any governmental Tax agency or in any return, Tax proceeding, tax audit or otherwise a judicial proceeding that is inconsistent with such allocation; providedthe Allocation Notice, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceif final, or exhaust administrative remedies before the Accountant Report, except as required by law. To the extent required by Section 1060, the Allocation Notice or Accountant Report, as appropriate, will be revised to reflect any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price.

Allocation of Purchase Price. The Companies and Within 90 Business Days after the final determination of the Closing Date Schedule, Buyer shall allocate prepare and deliver to Sellers an allocation of the Final Adjusted Purchase Price and Assumed Liabilities among the Acquired Purchased Assets and the Assumed Liabilities covenants contained in Section 5.5 in accordance with an allocation schedule substantially Code Section 1060 and any similar provision of state, local, or non-U.S. Legal Requirements as appropriate (the “Allocation”). Sellers shall have 30 days to review and comment. If Sellers do not notify Buyer in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies writing of any objections within 30 days or if Sellers and Buyer shall amend Exhibit 3.4 to reflect resolve all such objections, each party agrees that it will (a) be bound by the Allocation for the purposes of determining any adjustments to Taxes, (b) report for Tax purposes the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made transactions consummated pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report Agreement in a manner consistent with the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court Allocation (including without limitation the United States Tax Courtfiling of Internal Revenue Service Form 8594), and (c) not take a position for Tax purposes that is inconsistent with the Allocation on any proposed deficiency Tax Return or adjustment in any proceeding before any Governmental Authority except with the prior written consent of the other party. Sellers shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare the Allocation. If Buyer and Sellers are unable to resolve all such written objections within 10 Business Days after Buyers’ receipt of such objections, the Allocation shall not be binding on the parties. In the event that the Allocation has been agreed to by the parties and is disputed by any taxing authority or agency which challenges Governmental Authority in writing, the party receiving notice of such allocation dispute will promptly notify the other party, provided that the failure of the Purchase Price. The Companies and Buyer party receiving such notice of dispute to promptly notify the other party shall give prompt notice not constitute a breach of this provision other than to the extent such other party is actually prejudiced by such failure. SECTION 9 MISCELLANEOUS For purposes of this Section 9 and the commencement of any tax audit defined terms used herein, “Sellers” shall mean Xxxxxx, Xxxxxx, and CIRCOR, together, and each, individually, shall be referred to referred to as a “Seller.” 9.1 Notices All notices, requests, demands, consents and communications necessary or required under this Agreement shall be delivered by hand or sent by registered or certified mail, return receipt requested, by overnight prepaid courier, to: 52 if to Buyer, or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of Business following the Purchase Price.Closing: Xxxxxxx Electric Co. 0000 Xxxx Xxxxxxxxxx, Xxxxxxxx XX Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxxx

Allocation of Purchase Price. The Companies Seller and Buyer shall the Purchaser will allocate the Purchase Price (as adjusted pursuant to this Agreement) (together with any Assumed Liabilities and any other items that are treated as additional consideration for Tax purposes) among the Acquired Purchased Assets in a manner consistent with the methodology specified on Exhibit A hereto (the “Allocation Schedule”), to be determined by the Purchaser and delivered to the Seller within forty-five (45) days following the final determination of the Final Purchased Inventory Value and the Assumed Liabilities Adjusted Closing Cash Considerations pursuant to Section 3.03. The Seller will be entitled to provide comments thereon to Purchaser within fifteen (15) days following receipt thereof, and the Purchaser shall consider any such comments in good faith and the parties shall cooperate with one another in good faith in order to resolve such comments and agree on a final allocation. The Seller and the Purchaser agree to file their respective IRS Forms 8594 and all federal, state and local Tax returns in accordance with such final allocation and shall not otherwise take any Tax position inconsistent therewith, in each case, unless so required by a determination by an applicable taxing authority. Notwithstanding the forgoing, (x) if the parties are unable to agree on a final allocation, each party shall be permitted to rely on its own allocation schedule substantially for all Tax and reporting purposes, and (y) the Purchaser shall be permitted to make adjustments to such final allocation if the Purchaser reasonably determines that such adjustments are necessary or advisable in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation preparation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all Purchaser’s financial statements or for other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocationapplicable reporting purposes; provided, however, that nothing contained herein the Purchaser shall require inform the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement Seller of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceadjustments.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable No later than seventy-five (75) days after the Closing, Companies and the Buyer shall amend Exhibit 3.4 deliver to reflect any adjustments to the Seller an allocation schedule allocating the Purchase Price made pursuant to Section 3.4. As soon (as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made adjusted pursuant to this Agreement), the Assumed Liabilities (to the extent such Assumed Liabilities are required to be treated as part of the purchase price for Tax purposes) and other relevant items among the Transferred Assets (other than the Owned Real Property, the CryoIndustrial PP&E and the CryoLNG PP&E, which shall have as fixed allocations those amounts allocated to them in Schedule 1.7 hereto) (the “Allocation Schedule”); provided that such allocation shall be made in accordance with Section 3.4 1060 of the Code and the regulations thereunder. Neither Party shall prepare mutually acceptable take any position on any Tax Return or other report filed with any Governmental Authority (or in any Proceeding before any Governmental Authority) that is in any manner inconsistent with the allocation to be reflected on the Allocation Schedule; provided that the Buyer may, in its sole discretion, revise the Allocation Schedule to reflect the determination of the Bankruptcy Court in any Proceeding. The Parties shall (a) provide each other with any information reasonably required to complete and file IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement with respect to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithtransactions contemplated hereby, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the b) promptly advise each other of the commencement existence of any tax audit Tax audit, controversy or the written assertion of litigation related to any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricehereunder.

Allocation of Purchase Price. The Companies Seller and Buyer Purchaser recognize their mutual obligations pursuant to Section 1060 of the Code (and any comparable provisions of any other Tax law) to timely file IRS Form 8594 (or comparable form) and subsequent Forms 8594 (or comparable forms), if any are required, with each of their respective Tax Returns (the "Asset Allocation Statements"). Accordingly, Seller and Purchaser agree to cooperate in the preparation of any Asset Allocation Statements. Seller and Purchaser shall agree that Purchaser shall direct KPMG LLP (a) to perform an appraisal of the fair market value of the Conveyed Assets and allocate the Purchase Price among the Acquired Conveyed Assets in a manner that is reasonably acceptable to Purchaser's outside auditors (the "Allocation") and (b) to complete the Assumed Liabilities in accordance with an allocation schedule substantially in appraisal and Allocation of the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments Real Estate prior to the Purchase Price made pursuant Closing Date and of everything else prior to Section 3.4. As soon as may be practicable after the later of the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this AgreementDate or March 31, the Companies and Buyer employing the allocation 2001. The cost of the Purchase Price made pursuant appraisal shall be borne by Purchaser. Each of Seller and Purchaser shall (i) be bound by the Allocation for purposes of determining any Taxes, (ii) prepare and file, and cause its Affiliates to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use and file, its Tax Returns on a basis consistent with the Allocation, and (iii) take no position, and cause its Affiliates to report take no position, inconsistent with the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position Allocation on any applicable Tax Return or in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies proceeding before any taxing authority or agency in connection therewith, and otherwise. In the Companies and Buyer shall not be required to litigate before any court (including without limitation event that the United States Tax Court), any proposed deficiency or adjustment Allocation is disputed by any taxing authority or agency which challenges such allocation authority, the Party receiving notice of the Purchase Price. The Companies and Buyer dispute shall give prompt notice to promptly notify the other Party hereto concerning resolution of the commencement dispute. Seller and Purchaser agree that the Allocation shall be made in accordance with the provisions of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation Section 1060 of the Purchase PriceCode and the Treasury Regulations thereunder.

Allocation of Purchase Price. The Companies and Buyer No more than thirty (30) Business Days following the Determination Date, Purchaser shall allocate provide to Seller a schedule allocating the Purchase Price (together with any Assumed Liabilities or other items properly treated as purchase price for U.S. federal income tax purposes) among the Acquired Transferred Assets and the Assumed Liabilities in accordance with an allocation schedule substantially Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Proposed Allocation”). Seller shall have thirty (30) calendar days following receipt of the Proposed Allocation to review and comment on the Proposed Allocation. Seller and Purchaser shall work in good faith to resolve any disputes relating to the Allocation of the Purchase Price within thirty (30) calendar days. If Seller and Purchaser are unable to resolve any such dispute, such dispute shall be resolved promptly by the Independent Auditor, the costs of which shall be borne by Seller and Purchaser in the form set forth on Exhibit 3.4same manner as Section 2.11(c), mutatis mutandis, in the sole determination of the Independent Auditor. As soon The final allocation as may agreed to by the Parties and/or as determined by the Independent Auditor shall be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect “Final Allocation”. Purchaser will adjust the Final Allocation in a manner consistent with this Section 2.7 if there are any subsequent adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation Purchaser will promptly forward a copy of the Purchase Price made adjusted Final Allocation to Seller (with any dispute resolved in a manner consistent with the procedures set forth in this Section 2.7). Except to the extent otherwise required pursuant to this a “determination,” within the meaning of Code Section 3.4 1313(a), Purchaser and Seller shall prepare mutually acceptable file Tax Returns (including IRS Forms 8594 which they shall use to report Form 8594) consistent with the transaction contemplated Final Allocation and neither Purchaser nor Seller will take any position (whether in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any returnaudits, Tax proceeding, tax audit Returns or otherwise otherwise) which is inconsistent with such allocation; providedthe Final Allocation. If any Tax Authority challenges the Final Allocation, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation Person receiving notice of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer challenge shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt promptly provide notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceParties.

Allocation of Purchase Price. The Companies and Not later than ninety (90) days after the Closing Date (or such shorter period otherwise required by law), the Buyer shall allocate prepare and deliver to the Seller an allocation of the amount of Purchase Price and any other consideration paid, or treated as paid, for U.S. federal income tax purposes (including any assumed liabilities as determined for U.S. federal income tax purposes) among the Acquired Purchased Assets and the Assumed Liabilities prepared in accordance with an allocation schedule substantially Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of federal, state, provincial, local or non-U.S. Law, as appropriate) (the “Allocation”). If the Seller notifies the Buyer in writing that the Seller objects to one or more items reflected in the form set forth on Exhibit 3.4. As soon as may be practicable after Allocation, the Seller and the Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if the Seller and the Buyer are unable to resolve any dispute with respect to the Allocation within one-hundred twenty (120) days following the Closing, Companies the matters in dispute (but only the matters in dispute) shall be resolved by a nationally recognized accounting firm agreed upon by the Seller and the Buyer which has not performed services for either the Seller or the Buyer within the past five (5) years. Fees and expenses of such accounting firm shall amend Exhibit 3.4 to reflect any adjustments to be borne equally by the Purchase Price made pursuant to Section 3.4Seller and the Buyer. As soon Except as may be practicable after otherwise agreed, (a) the Closing Buyer and prior to filing any tax return which includes information related to the transaction contemplated in this AgreementSeller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Companies final Allocation, and (b) neither the Buyer employing nor the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer Seller shall take a any Tax position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocationAllocation and neither the Buyer nor the Seller shall agree to any proposed adjustment to the Allocation by any Governmental Entity without giving the other party prior written notice; provided, however, that nothing contained herein shall require prevent the Companies and Buyer to contest or the Seller from settling any proposed deficiency or adjustment by any taxing authority Governmental Entity based upon or agency which challenges such allocation arising out of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithAllocation, and neither the Companies and Buyer nor the Seller shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges Governmental Entity challenging such allocation of Allocation. If the Purchase Price. The Companies Price is subsequently adjusted pursuant to this Agreement, the Allocation shall be adjusted and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PricePrice allocated in a manner consistent with the procedures set forth in this Section 2.6.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after Prior to the Closing, Companies Buyer and Buyer Seller shall amend Exhibit 3.4 to reflect any adjustments to agree upon a statement (the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement"Allocation Statement"), the Companies and Buyer employing setting forth the allocation of the Purchase Price made (together with the Assumed Liabilities) among the Purchased Assets, in accordance with their relative fair market values, and Buyer and Seller agree to report the sale and purchase of the Assets consistent with such allocation for Tax purposes, provided that the Allocation Statement shall be acceptable to Buyer's auditors. In the event that such allocation is not acceptable to Buyer's auditors, Buyer and Seller agree to modify such Allocation Statement to the extent required to make such Allocation Statement acceptable to Buyer's auditors. Such valuations will be for the sole purpose of allocating the Purchase Price plus the Assumed Liabilities among the Purchased Assets. Buyer will notify Seller as promptly as practicable after the date upon which its auditors render a determination of the allocation. Seller agrees to provide Buyer promptly with any information required to complete Internal Revenue Service Form 8594, if applicable. Buyer will prepare and file, subject to the prior approval of Seller, which approval will not be unreasonably withheld, Form 8594, if applicable, in accordance with such allocation. The Parties will report the transactions contemplated by this Agreement for Federal income tax and all other Tax purposes in a manner consistent with the allocations agreed to by the parties pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report 2.7. Each Party will notify and provide the transaction contemplated other party with reasonable assistance in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any returnevent of an examination, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require other proceeding regarding the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such agreed upon allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and Price plus the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceAssumed Liabilities.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Final Purchase Price among for the Acquired Purchased Assets and the amount of the Assumed Liabilities shall be allocated among the Purchased Assets sold, transferred, assigned and conveyed pursuant to this Agreement, as 30 mutually agreed to by Purchaser and Seller (with Purchaser to make the initial proposal for such allocation), not later than one hundred fifty (150) days after the Closing Date in accordance with an allocation schedule substantially Section 1060 of the Code. Purchaser and Seller agree that the Final Purchase Price shall be allocated among the Purchased Assets as follows: first, to non-obsolete Product Inventory at Seller's cost; second, to Accounts Receivable by the amount thereof collected during the Accounts Receivable Escrow Period and the amount retained by Purchaser from the Accounts Receivable Escrow; third, to Fixed Assets at the appraised value thereof; fourth, to leasehold improvements included in the form Fixed Assets at their net book depreciated value; and the balance shall be allocated to the covenants not to compete. Each party shall treat the purchase and sale pursuant to this Agreement consistently with such allocations for all purposes, including, without limitation, determining any Taxes and filing its Form 8594, and shall not take any position inconsistent therewith, whether on a Tax Return, before a Governmental Entity or Regulatory Authority or any judicial or other proceeding. In the event the allocation is disputed by any Governmental Entity or Regulatory Authority, the party receiving notice of such dispute shall promptly notify and consult with the other parties concerning the resolution of such dispute, and shall keep the other parties apprised of the status of such dispute and the resolution thereof. For purposes of the preparation of Form 8594, each party's name, address and taxpayer identification number is set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceSchedule 2.5 attached hereto.

Allocation of Purchase Price. The Companies consideration provided for herein shall be allocated among the Assets in the manner required by Treasury Regulations ss.1.1060-1T (or any applicable successor provision) and as mutually agreed among the Buyer and the Sellers. The Buyer will submit to the Sellers a proposed allocation (the "Proposed Allocation") within thirty (30) days after the payment of the Post-Closing Adjustment. If any Seller does not notify the Buyer within thirty (30) 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 any Seller notifies the Buyer within such thirty (30) day period (the "Allocation Notice") of their disagreement with the Proposed Allocation then the Sellers and the Buyer shall allocate in good faith attempt to resolve their disagreement. If such disagreement is not resolved within twenty (20) days from the Purchase Price delivery of the Allocation Notice then such disagreement shall be resolved by a nationally recognized independent accounting firm jointly selected by the Sellers on the one hand and the Buyer on the other. In the event the allocation is determined after delivery of the Allocation Notice either by discussions among the Acquired Assets Sellers and the Assumed Liabilities in accordance with Buyer or by an allocation schedule substantially accounting firm selected in the form manner herein provided then such allocation shall become the Allocation. The Buyer and the Sellers agree that, except as otherwise required by law, (i) the Allocation shall be binding on the Buyer and the Sellers for all federal, state and local tax purposes and (ii) the Buyer and the Sellers shall file with their respective federal income tax returns consistent IRS Forms 8594-Asset Acquisition Statements Under Section 1060 of the Code, including any required amendment thereto which shall reflect the allocations set forth on Exhibit 3.4in the Allocation. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing The parties acknowledge that the allocation of consideration provided for in the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not Allocation will be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricereasonable.

Allocation of Purchase Price. The Companies 721To the extent required or necessary under the applicable Law of any jurisdiction for the Parties to agree on an allocation of a portion of the Purchase Price to the Purchased Assets located in such jurisdiction, each of Seller and Buyer Purchaser shall cooperate with each other and shall agree on a reasonable allocation of a portion of the Purchase Price to such Purchased Assets and shall, to the extent possible, memorialize such agreement in such documents as are utilized to effectuate the transfers of such Purchased Assets; provided, however, and notwithstanding anything in this Agreement to the contrary, that the Parties hereby agree allocate the aggregate Purchase Price (and all other capitalizable costs and any Assumed Liabilities) among the Purchased Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit H F (which Exhibit will be in accordance with Section 1060 of the Code and the regulations promulgated thereunder) (the “Allocation Schedule”); and (ii) report, act, and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects consistent with such allocation and shall not take any position which is inconsistent with such allocation unless required to do so by applicable Law or as may be permitted for non-tax purposes. Each Party will, including retroactively, allocate the Purchase Price among paid following the Acquired Closing Date in accordance with the Allocation Schedule. Cooperation on Tax Matters. From and after the Closing, Seller and Purchaser shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in as is reasonably necessary for the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies preparation and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit Tax Return, claim for refund or other filings relating to Tax matters, for the written assertion preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any proposed deficiency suit or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceother proceeding relating to Tax matters.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable Within ninety (90) days after the Closing, Companies and Buyer the Purchaser shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing prepare an allocation statement setting forth the allocation of the Purchase Price made (together with the Assumed Liabilities and all other relevant items required pursuant to Section 1060 of the Code and any similar U.S. state, local or non-U.S. Tax Laws) among the Purchased Assets for Tax purposes pursuant to applicable Tax Laws (as the same may be revised pursuant to this Section 3.4 1.9, the “Allocation Statement”). As soon as practicable following the date of receipt but in any event within thirty (30) days after receiving the Allocation Statement, the Seller shall prepare mutually acceptable IRS Forms 8594 which they shall use to report notify the transaction contemplated Purchaser in this Agreement writing of any dispute with regard to the Internal Revenue Service Allocation Statement (a “Disputed Item”). In the event of any such objection, the Seller and the Purchaser shall negotiate in good faith to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with resolve such allocationdispute; provided, however, that nothing contained herein if the Seller and the Purchaser are unable to resolve any dispute with respect to the Allocation Statement within thirty (30) days after the delivery of the Allocation Statement to the Seller, then this Agreement shall require not provide for an allocation of the Companies sales price. If the Purchaser and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such the Seller reach an agreement on allocation of the Purchase PricePrice both the Purchaser and the Seller shall prepare, and shall file, all Tax Returns (such as IRS Form 8594 or exhaust administrative remedies before any taxing authority other forms or agency reports required to be filed pursuant to Section 1060 of the Code or any comparable provisions of applicable Law (“Section 1060 Forms”)) in connection therewitha manner that is consistent with the Allocation Statement and refrain from taking any action inconsistent therewith unless otherwise required by applicable law. The Purchaser and the Seller shall, and the Companies Seller and Buyer the Purchaser shall cause each Seller Affiliate or Purchaser Affiliate, as applicable, to, cooperate in the preparation of Section 1060 Forms and file such Section 1060 Forms timely and in the manner required by applicable Law. The Parties further agree that to the extent the Parties agree on the Allocation Statement: (a) the Allocation Statement shall be used in filing all required forms under Section 1060 of the Code and all Tax Returns; and (b) they will not take any position inconsistent with the Allocation Statement upon any examination of any such Tax Return, in any refund claim or in any tax litigation; provided, that no such Person shall be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation arising out of the Purchase PriceAllocation Statement. The Companies and Buyer shall give prompt notice In the event of any adjustment to the other Purchase Price (including pursuant to Section 8.7 of this Agreement), the commencement of Allocation Statement, if any, shall be prepared and delivered by the Purchaser pursuant to this Section 1.9, and the Parties agree to comply with this Section 1.9 with respect to any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceAllocation Statement.

Allocation of Purchase Price. (i) The Companies and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation sum of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report and the transaction contemplated in this Agreement amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and (ii) the amount allocated to the Acquired Assets sold by each such Seller shall be further allocated among such Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The Allocation shall be delivered by Buyer to Sellers within ninety (90) days after the Closing. Sellers’ Representative, on behalf of 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’ Representative will negotiate in good faith to resolve such dispute. If Buyer and Sellers’ Representative cannot resolve such dispute within fifteen (15) days after Sellers’ Representative notify Buyer of such objections, such dispute with respect to the Allocation shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant 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 and to all other taxing authorities. Neither Form 8594) consistent with the Companies nor Buyer shall take Allocation absent a position change in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocationLaw; provided, however, that nothing contained herein shall require the Companies and prevent Buyer to contest or any Seller from settling any proposed deficiency or adjustment by any taxing authority Tax Authority based upon or agency which challenges such allocation arising out of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithAllocation, and the Companies and neither Buyer nor any Seller shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority Tax Authority challenging such Allocation. Buyer and any applicable Seller shall promptly notify and provide the other with reasonable assistance in the event of an examination, audit, or agency which challenges such allocation other proceeding relating to Taxes regarding the Allocation of the Purchase Price. The Companies Price and Buyer shall give prompt notice to the other amount of the commencement Assumed Liabilities pursuant to this Section 3.4. Notwithstanding any other provisions of any tax audit or this Agreement, the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of foregoing agreement shall survive the Purchase PriceClosing Date without limitation.

Allocation of Purchase Price. The Companies Within ninety (90) days following the final determination of the Final Closing Statement in accordance with Section 3.3 above, Purchaser shall deliver to Seller, for Seller’s review and Buyer approval (which approval shall allocate not be unreasonably withheld or delayed), Forms 8594 allocating the Purchase Price among Price, the Acquired Assumed Liabilities and any other consideration for the acquisition of the Purchased Assets or for the covenants of Seller hereunder to the Purchased Assets and the Assumed Liabilities in accordance with an allocation schedule substantially covenants of Seller hereunder in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to manner required by Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation 1060 of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocationCode; provided, however, that nothing contained herein certain transaction costs incurred by Seller and Purchaser shall require be taken into account indirectly through their effect on the Companies and Buyer total consideration to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation be allocated. If within thirty (30) days of receipt of the Purchase PriceForms 8594 Seller fails to notify Purchaser that Seller agrees to the items reflected on the Forms 8594 received from Purchaser, or exhaust administrative remedies before Seller and Purchaser shall negotiate in good faith to resolve any taxing authority or agency dispute over such allocation. If Seller and Purchaser fail to resolve such dispute within thirty (30) days, then each shall be permitted to file Tax Returns consistent with its own allocation. If Seller agrees in connection therewith, writing to the allocation set forth on Forms 8594 received from Purchaser then Seller and the Companies and Buyer Purchaser shall not be permitted to take a Tax position on any subsequently filed Tax Return, before any Governmental Entity or in any judicial proceeding that is in any way inconsistent with such Forms 8594 (except as may be required to litigate reflect any subsequent adjustments to the Purchase Price hereunder or as may be required pursuant to a determination by an applicable Governmental Entity). If Seller and Purchaser resolve the dispute regarding the Forms 8594 during the thirty (30) day period provided for such dispute resolution in this Section 3.5, Seller and Purchaser shall not take a Tax position on any subsequently filed Tax Return, before any court Governmental Entity or in any judicial proceeding that is in any way inconsistent with such resolution (including without limitation the United States Tax Court), except as may be required to reflect any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of subsequent adjustments to the Purchase PricePrice hereunder or as may be required pursuant to a determination by an applicable Governmental Entity). The Companies and Buyer shall give prompt notice If either (i) Seller agrees in writing to the Forms 8594 received from Purchaser or (ii) Seller and Purchaser resolve the disputes, if any, regarding such Forms 8594, then Purchaser and Seller each agree to notify the other of party hereto promptly regarding the commencement existence of any tax audit material Tax audit, controversy or judicial or administrative proceeding relating to the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricedetermined under this Section 3.5.

Allocation of Purchase Price. The Companies For all purposes (including Tax and Buyer shall allocate financial accounting purposes), (i) the portion of the Purchase Price among the Acquired attributable to those Purchased Assets and the Assumed Liabilities which are current assets (as characterized in accordance with an allocation schedule substantially GAAP applied in a manner consistent with the form set forth on Exhibit 3.4. As soon as may preparation of the Financial Statements) shall be practicable after allocated in a manner consistent with the Closingdetermination of the Closing Working Capital, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to (ii) the portion of the Purchase Price made pursuant attributable to Section 3.4those Purchased Assets which are fixed assets (as characterized in accordance with GAAP applied in a manner consistent with the preparation of the Financial Statements) shall be allocated $500,000 to land, $2,000,000 to buildings and $5,000,000 to machinery and equipment (including, without limitation, computer and other office equipment, furniture and vehicles). As soon as may be practicable after the Closing and prior to filing any tax return which includes information related With respect to the transaction contemplated portion of the Purchase Price attributable to those Purchased Assets which are other assets (as characterized in this Agreementaccordance with GAAP applied in a manner consistent with the preparation of the Financial Statements), the Companies parties shall, as promptly as practicable following the execution hereof, enter into good-faith negotiations regarding a mutually agreeable allocation of such portion of the Purchase Price. In the event that the parties are unable to agree by November 15, 1999 on an allocation of the portion of the Purchase Price attributable to the other assets which are Purchased Assets, then the parties agree to rely on an appraisal of the other assets which are Purchased Assets by a mutually acceptable independent nationally recognized firm of newspaper valuation experts. The cost of such appraisal shall be borne equally by the parties, shall be obtained no later than December 15, 1999, and Buyer employing shall be conclusive and binding on the parties for purposes of this Section 2.3(c). Notwithstanding any other provision hereof, the allocation of the Purchase Price made pursuant to this Section 3.4 2.3(c) shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to be consistent with Section 1060 of the Internal Revenue Service and to all other taxing authoritiesCode. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price.The

Allocation of Purchase Price. The Companies Seller and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with have prepared an allocation schedule substantially in the form set initial written statement setting forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant among the Transferred Assets based on the Reference Balance Sheet and a copy of such written statement is attached hereto as Exhibit A. Prior to this the Closing, Seller and Buyer shall agree upon a final allocation of the Purchase Price (the “Allocation”). For federal income tax purposes (including, without limitation, the Buyer’s and the Seller’s compliance with the reporting requirements of Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall 1060 of the Code), each of the Seller and the Buyer hereby agree to use the Allocation and to report cooperate in good faith with each other in connection with the transaction contemplated in this Agreement preparation and filing of any information required to be furnished to the Internal Revenue Service under Section 1060 of the Code (including, without limitation, Section 1060(b) and (e) of the Code) and any applicable regulations thereunder. Without limiting the generality of the preceding sentence, the Buyer and the Seller agree to all (i) report such allocations to the Internal Revenue Service on Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594 and the provisions of Section 1060 of the Code and the applicable regulations thereunder, and (ii) coordinate their respective preparation and filing of each such Form 8594 and any other taxing authoritiesforms or information statements or schedules required to be filed under Section 1060 of the Code and the applicable regulations thereunder so that the Allocation and information reflected on such forms, statements and schedules shall be consistent. Neither Notwithstanding the Companies nor foregoing provisions to this Section 1.7, the Buyer shall take a position prepare and deliver to Seller from time to time revised statements of any Allocation to the extent that any matters need updating (including, without limitation, in respect of any returnadjustments under Section 10.8 hereof), Tax proceeding, tax audit or otherwise inconsistent which such revised statements shall be substantially consistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment manner of Allocation previously agreed by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, Seller and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceBuyer.

Allocation of Purchase Price. The Companies and Buyer Parties shall cooperate in good faith to allocate the Purchase Price and all other items constituting consideration for U.S. federal income tax purposes (to the extent known at such time) among the Acquired Assets and the Assumed Liabilities six categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060), in accordance with an allocation schedule substantially Section 1060 of the Code and the Treasury Regulations promulgated thereunder and, to the extent permissible under applicable U.S. federal income tax Law, in the form set forth on Exhibit 3.4. As soon as may be practicable a manner consistent with Schedule 2.2, within thirty (30) days after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to date that the Purchase Price made Final Settlement Statement is finally determined pursuant to Section 3.48.4 (the “Allocation”). As soon as may be practicable after the Closing If Seller and prior to filing any tax return which includes information related Purchaser reach an agreement with respect to the transaction contemplated Allocation, (i) Seller and Purchaser shall use commercially reasonable efforts to update the Allocation in accordance with Section 1060 of the Code following any adjustment to the purchase consideration for Tax purposes pursuant to this Agreement, and (ii) Seller and Purchaser shall report, and cause their respective Affiliates to report, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction transactions contemplated in by this Agreement to the consistently with such agreed-upon Allocation on any Tax Return, including Internal Revenue Service Form 8594, as applicable, and will not assert, and will cause their respective Affiliates not to all other taxing authorities. Neither the Companies nor Buyer shall take a position assert, in connection with any return, Tax proceeding, tax audit or otherwise inconsistent other proceeding with respect to Taxes, any asset values or other items inconsistently with such allocationagreed-upon Allocation except with the agreement of the other Party or as required by applicable Law; provided, however, that (A) if Purchaser and Seller cannot mutually agree on the Allocation, each Party shall be entitled to determine its own allocation and file its IRS Form 8594 consistent therewith, (B) nothing contained herein in this Agreement shall require the Companies and Buyer to contest prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any taxing authority Governmental Authority based upon or agency which challenges such allocation arising out of the Purchase Price, Allocation and (C) neither Purchaser or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer Seller shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of Governmental Authority challenging the Purchase PriceAllocation. The Companies and Buyer shall give prompt notice Parties agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceAllocation.

Allocation of Purchase Price. The Companies In accordance with United ---------------------------- States Treasury Regulations Section 301.7701-3(f)(2) and Buyer shall allocate Internal Revenue Service Revenue Ruling 99-5 (and corresponding provisions of state income tax law), for federal and state income tax purposes, Seller and Purchaser agree to report the transaction described in Section 1.1 (Sale of LLC Membership Interest) as (i) a sale by Seller and purchase by Purchaser of an 82% undivided interest in the assets of the New Company, followed immediately thereafter by (ii) the contribution by Purchaser of such 82% undivided interest and by Seller of its remaining 18% undivided interest in such assets to a partnership (i.e., the New Company, upon the acquisition of the Purchase Units by Purchaser at Closing) in a transaction governed by Section 721 of the Code, wherein (iii) the consideration received or to be received for such assets in such sale and purchase for purposes of Section 1060 of the Code consists of the Purchase Price among and 82% of the Acquired Assets liabilities of the New Company (in connection with which and for all such purposes, including without limitation the determination of the Purchaser's basis in such 82% undivided interest in such assets and the Assumed Liabilities gain or loss of Seller with respect to the sale thereof, the parties shall treat the Additional Consideration in accordance with an allocation schedule substantially the "open transaction" method of reporting) (such consideration, as it may be adjusted from time to time in accordance with such method of reporting, is referred to herein as the form "Tax Purchase Price"). The Tax Purchase Price shall be allocated among the 82% undivided interest in such assets so purchased by Purchaser as set forth in a schedule to be prepared by the parties on Exhibit 3.4or before the Closing. As soon In connection with such allocation, the parties acknowledge and agree that no portion of the Tax Purchase Price shall be allocated to the covenants of the Principals in Section 4.9 hereof (Non-Competition), it being understood that the Principals have entered into such covenants solely in consideration of the execution of this Agreement by the other parties hereto and not in consideration of any portion of the Tax Purchase Price. The determination of the initial Book Value of assets of the New Company as may be practicable of immediately after the Closing, Companies within the meaning of Section 1.8 of the Amended and Buyer Restated Limited Liability Operating Agreement attached as Exhibit 25, shall amend Exhibit 3.4 to reflect any adjustments to be made in a manner consistent with the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the foregoing allocation of the Tax Purchase Price made pursuant and shall be adjusted from time to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use time to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricereflect Additional Consideration paid.

Allocation of Purchase Price. The Companies and Within forty-five (45) days following the date the Initial Purchase Price is finally determined pursuant to Section 2.6(b)(ii), Buyer shall allocate prepare and present to Seller a written allocation of the Purchase Price sum of the amounts described in Section 2.5 pursuant to Section 1060 of the Code and any other applicable Tax laws, among the Acquired Purchased Assets and the Assumed Liabilities for all Tax purposes in accordance with an allocation schedule substantially this Section 2.7 (the “Allocation”). Within thirty (30) days following receipt of the Allocation from Buyer, Seller may notify Buyer in writing that it does not consent to the use of the Allocation prepared by Buyer, identifying those items in the form set forth on Exhibit 3.4Allocation with which it disagrees. As soon If Seller fails to provide such notice within the thirty (30) day period, it shall be treated as may having agreed to the Allocation prepared by Buyer. If Seller timely provides such notice, then from that time until the expiration thirty (30) days after Seller provides such notice, Buyer and Seller shall negotiate in good faith to reach mutual agreement regarding any matters subject to such objection and the Allocation consistent with the requirements of this Section 2.7, and if Buyer and Seller do reach such agreement within such period, then the Allocation so agreed upon shall be practicable after deemed agreed by the Closing, Companies parties for purposes of this Section 2.7. In the event that Seller timely provides such notice and Buyer and Seller are unable so to reach agreement on all such matters, any disputed items shall amend Exhibit 3.4 to reflect any adjustments be submitted to the Neutral Auditor for resolution. Buyer and Seller shall use their reasonable best efforts to cause the Neutral Auditor to complete its resolution of such disputed items within fifteen (15) days of its appointment. Each of Buyer, on the one hand, and the Seller, on the other hand, shall bear that percentage of the fees and expenses of the Neutral Auditor equal to the proportion of the dollar value of the disputed issues determined in favor of the other party. If there is an adjustment to the Initial Purchase Price made pursuant to Section 3.4. As soon 2.6(b) or any amounts paid pursuant to Section 2.11, as the case may be practicable after the Closing be, Buyer shall prepare and prior present to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the Seller an adjusted allocation of the purchase price (such adjusted allocation solely reflecting the adjustment to the Initial Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use 2.6 or any amounts paid pursuant to report Section 2.11, as the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit case may be) within fifteen (15) days of that adjustment or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithpayment becoming final, and the Companies foregoing procedures shall be repeated except that the initial thirty (30) day time period shall be fifteen (15) days, and if Seller timely provides written notice that it does not consent to the use of the adjusted allocation, then Buyer and Seller shall not negotiate in good faith to reach mutual agreement within thirty (30) days following receipt of such written notice, and the adjusted allocation thereafter shall be treated as the Allocation for purposes of this Agreement. Except as otherwise required by applicable law, Buyer and Seller shall timely file in the manner required by applicable law all Tax Returns (such as IRS Form 8594 or any other forms or reports required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation be filed pursuant to Section 1060 of the Purchase Price. The Companies Code or any comparable provisions of applicable law (“Section 1060 Forms”)) in a manner that is consistent with the Allocation (whether mutually agreed to or resolved by the Neutral Auditor) and Buyer shall give prompt notice to the other of the commencement of refrain from taking any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Priceaction inconsistent therewith.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price (and all other capitalized costs or other items of consideration for Tax purposes, including any adjustments thereto) shall be allocated among the Acquired Purchased Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in Code Section 1060 and the form set Treasury regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). The parties agree that Schedule 3.7 sets forth on Exhibit 3.4a reasonable example of such allocation. As soon as may be practicable Within 30 days after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to determination of the final Closing Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the shall prepare an allocation of the Purchase Price made substantially consistent with Schedule 3.7 (the “Purchase Price Allocation”), which allocation shall be binding upon the Buyer, the Companies and the Shareholders. The Buyer, the Companies, the Shareholders and their Affiliates shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Purchase Price Allocation. The Buyer, the Companies and the Shareholders shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as may be necessary to prepare such allocation. None of the Buyer, the Companies and the Shareholders shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Purchase Price Allocation. If the Companies recognize net ordinary income on the sale of any of the Purchased Assets other than goodwill and going concern value pursuant to this Agreement in accordance with the final Purchase Price Allocation as determined pursuant to this Section 3.4 3.7 (such assets, the “Ordinary Income Assets”) in excess of the “Ceiling Amount,” as defined below, then the Purchase Price shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement be increased by an amount equal to the Internal Revenue Service and to all other taxing authoritiesproduct of (a) such excess times (b) 19.6%. Neither The “Ceiling Amount” shall be the amount of ordinary income that the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation would recognize if total consideration of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice $1,000,000 were allocated to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceOrdinary Income Assets.

Allocation of Purchase Price. The Companies and Buyer Sellers shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the prepare a proposed allocation of the Purchase Price made (and liabilities treated as assumed for Tax purposes and other capitalized costs) among the Purchased Assets in accordance with Code Section 1060 and the Treasury regulations thereunder (and any similar provision of state, local or foreign law, as appropriate). The Sellers shall deliver such proposed allocation to the Purchaser not later than 30 days following the final resolution of the Closing Working Capital pursuant to this Section 3.4 2.6. If the Purchaser and the Sellers agree upon such proposed allocation, then such proposed allocation shall prepare mutually acceptable IRS Forms 8594 which become the final allocation (the “Final Allocation”). If the Purchaser raises any objections in respect of the proposed allocation, then the Purchaser and the Sellers shall negotiate in good faith until they will have resolved all such objections and the so negotiated allocation shall use to report become the transaction contemplated in this Agreement to Final Allocation. The Sellers and the Purchaser and their Affiliates shall report, act and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all Tax purposes consistent with such Final Allocation. The Purchaser shall timely and properly prepared, execute, file and deliver all such documents, forms and other information as the Sellers may reasonably request to all other taxing authoritiesprepare such Final Allocation. Neither None of the Companies Sellers or the Purchaser (nor Buyer their Affiliates) shall take a any Tax position (whether in any returnaudits, Tax proceeding, tax audit Returns or otherwise otherwise) that is inconsistent with such allocation; providedFinal Allocation unless required to do so by applicable Law. If, howeverafter the proposed allocation becomes the Final Allocation, any event occurs that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or will result in an adjustment by any taxing authority or agency which challenges such allocation of the Purchase PricePrice (including pursuant to Section 2.6), or exhaust administrative remedies before any taxing authority or agency in connection therewith, then the Purchaser and the Companies Sellers (and Buyer their respective Affiliates) shall not be required to litigate before any court (including without limitation amend the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceFinal Allocation accordingly.

Allocation of Purchase Price. The Companies Sellers and Buyer agree that the Base Purchase Price and any liabilities properly treated as consideration for U.S. federal income Tax purposes shall be allocated among the Assets for U.S. federal and applicable state income Tax purposes in accordance with Section 1060 of the Code, and to jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060) consistent with such allocation, which shall be revised to take into account subsequent adjustments to the Base Purchase Price, including any adjustments pursuant to Section 2.5. Sellers and Buyer shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect not take any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocationallocation upon examination of any Tax Return, in any refund claim, in any litigation, investigation or otherwise, unless required to do so by applicable Law after notice to and discussions with the other Party, or with such other Party’s prior consent; provided, however, that nothing contained herein shall require the Companies and Buyer to contest prevent a Party from settling any proposed deficiency or adjustment by any taxing authority or agency which challenges such Governmental Authority based on the allocation of agreed to by the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewithParties pursuant to this Section 2.7, and the Companies and Buyer shall not no Party will be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges Governmental Authority challenging such allocation allocation. Buyer shall prepare a draft of the Purchase PriceForm 8594 and provide such draft to Sellers at least sixty (60) days prior to the Form 8594 filing due date so that Sellers may review and comment prior to the Parties’ filing of the Form 8594. Sellers shall deliver any written comments to Buyer within fifteen (15) days of receipt of the Form 8594 from Buyer, Buyer and Sellers shall work in good faith to resolve any disagreements to the Form 8594. To the extent Buyer and Sellers are unable to resolve their disagreements within thirty (30) days after the Buyer’s delivery of the draft Form 8594, the draft Form 8594 shall be submitted to the Referral Firm for resolution. The Companies and Buyer shall give prompt notice to the other fees of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment Referral Firm shall be borne one-half by any taxing authority or agency which challenges such allocation of the Purchase PriceBuyer and one-half by Sellers.

Allocation of Purchase Price. The Companies Within sixty (60) days of the Closing Date, Purchaser shall prepare and Buyer shall allocate deliver to Sellers a statement allocating the sum of the Purchase Price Price, the Assumed Liabilities and other relevant items among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially Section 1060 of the Code and the Treasury regulations promulgated thereunder and the Income Tax Act and upon reasonable consultation with Sellers, and with Sellers’ consent, which consent shall not be unreasonably withheld or delayed (such statement, the “Allocation Statement”). The parties shall follow the Allocation Statement for purposes of filing IRS Form 8594 and all other Tax Returns, and shall not voluntarily take any position inconsistent therewith. If the IRS or any other taxation authority proposes a different allocation, Sellers or Purchaser, as the case may be, shall promptly notify the other party of such proposed allocation. Sellers or Purchaser, as the case may be, shall provide the other party with such information and shall take such actions (including executing documents and powers of attorney in the form set forth on Exhibit 3.4. As soon connection with such proceedings) as may be practicable after reasonably requested by such other party to carry out the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made purposes of this section. Except as otherwise required by Applicable Law or pursuant to a “determination” under Section 3.41313(a) of the Code (or any comparable provision of United States state, local, or non-United States law), (i) the transactions contemplated by Article II of this Agreement shall be reported for all Tax purposes in a manner consistent with the terms of this Section 2.5(c); and (ii) neither party (nor any of their Affiliates) will take any position inconsistent with this Section 2.5(c) in any Tax Return, in any refund claim, in any litigation or otherwise. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing Notwithstanding the allocation of the Purchase Price made pursuant to this Section 3.4 set forth in the Allocation Statement, nothing in the foregoing shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement be determinative of values ascribed to the Internal Revenue Service and to all other taxing authorities. Neither Acquired Assets or the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricevalue of the Acquired Assets in any plan or reorganization or liquidation that may be proposed and the Sellers reserve the right on their behalf and on behalf of the Sellers’ estates, to the extent not prohibited by Applicable Law and accounting rules, for purposes of any plan of reorganization or liquidation, to ascribe values to the Acquired Assets and to allocate the value of the Acquired Assets to different Sellers in the event of, or exhaust administrative remedies before any taxing authority or agency in connection therewithorder to resolve, and inter-estate creditor disputes in the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceBankruptcy Cases.

Allocation of Purchase Price. The Companies Seventy-two percent of the Consideration shall be allocated to the Purchased Assets of SBC and Buyer Milso Inc. and twenty-eight percent of the Consideration shall allocate be allocated to the Purchase Price among the Acquired Purchased Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4of Milso LLC. As soon as may be practicable after the Within a reasonable period of time following Closing, Companies Buyer and Buyer Sellers shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing agree on the allocation of the Purchase Price Consideration among the Purchased Assets, which allocation shall be consistent with Section 1060 of the Code and the rules and regulations thereunder (the “Tax Allocation”). Except as required by Applicable Law, Buyer and Sellers agree to use the Tax Allocation in filing all required forms under Section 1060 of the Code, and all other Tax Returns. For the avoidance of doubt, the Tax Allocation shall not be made pursuant prior to the Closing on account of the Contingent Consideration unless and until such consideration is payable under Section 3.1.1, and if such consideration becomes so payable the parties shall allocate the amount of such consideration solely to goodwill and going concern value. Buyer and Sellers further agree that the payment of the Closing Date Cash Consideration and the Contingent Consideration to Sellers contemplated by Article III may be made to a single Seller that is designated by SBC in writing as being authorized to act as agent for all Sellers, whereupon each Seller shall be deemed to have received the Cash Consideration allocable to the Purchased Assets owned by such Seller in accordance with the allocation determination under this Section 3.4 3.2. In connection with the determination of the foregoing Tax Allocation, the parties shall prepare mutually acceptable IRS Forms 8594 which they cooperate with each other and provide such information as any of them shall use to reasonably request. The parties will each report the transaction federal, state and local and other Tax consequences of the purchase and sale contemplated in this Agreement to hereby (including the filing of Internal Revenue Service and to all other taxing authorities. Neither Form 8594) in a manner consistent with the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceAllocation.

Allocation of Purchase Price. The Companies and Buyer shall parties agree to allocate the Purchase Price among the Acquired Assets (and the Assumed Liabilities any other amounts treated as consideration for U.S. federal income tax purposes) in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). As soon as may be practicable Within thirty (30) calendar days after the ClosingDetermination Date, Companies and Buyer shall amend Exhibit 3.4 deliver to reflect any adjustments Seller a draft Purchase Price Allocation. If within sixty (60) days after Seller’s receipt of the draft Purchase Price Allocation Seller has not objected in writing to such draft Purchase Price Allocation, it shall become final. In the event that Seller objects in writing within such sixty- (60-) day period, the parties shall negotiate in good faith to resolve the dispute. Any issues with respect to the Purchase Price made Allocation which have not been finally resolved within sixty (60) days following the Determination Date shall be referred to the Accounting Firm, whose determination shall be final and binding upon the parties. To the extent the Purchase Price is adjusted pursuant to Section 3.42.10, the parties shall amend the Purchase Price Allocation to reflect such adjustments. As soon Buyer and Seller shall file their Tax Returns (and IRS Form 8594, if applicable) on the basis of such Purchase Price Allocation, as it may be practicable after the Closing and prior amended pursuant to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 neither party shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall thereafter take a Tax Return position in or any return, other position for applicable Tax proceeding, tax audit or otherwise purposes that is inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer Purchase Price Allocation unless otherwise required pursuant to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation a final “determination” as defined in Section 1313 of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceCode.

Allocation of Purchase Price. The Companies and Buyer consideration payable pursuant to this Agreement (which shall allocate include the Purchase Price assumption of the Assumed Liabilities) shall be allocated among the Acquired Purchased Assets, the Seller Licensed Intellectual Property and the 25,000 Board Products (as defined in Exhibit A-1 to the Transition Services Agreement) transferred to Purchaser under Exhibit A-1 to the Transition Services Agreement, as set forth in Schedule 1.6 (the “Allocation”). The allocation of such consideration among the Purchased Assets and the Assumed Liabilities Board Products shall be in accordance with an allocation schedule substantially Section 1060 of the Code and the regulations promulgated thereunder. The Allocation shall be revised as necessary to reflect (i) any updates to Schedules 1.1(a) and 1.1(d) made pursuant to Section 1.1 and (ii) any adjustment to the value of any Purchased Asset, Assumed Liability or Board Product, as reasonably determined in the form set forth on Exhibit 3.4good faith by Seller. As soon Except as may be practicable after required by a “determination” (within the meaning of Section 1313(a) of the Code or any similar state, local or non-U.S. Tax Law), neither Seller nor Purchaser (or any of their respective Affiliates) shall file any Tax Return (including IRS Form 8594) or, without the consent of the other (such consent not to be unreasonably withheld, conditioned or delayed), take any position in any Tax Return, refund claim, litigation or otherwise that is inconsistent with the Allocation (as finally reasonably determined in good faith by Seller at the Closing). If such Allocation is disputed by any Taxing Authority, Companies the party receiving notice of such dispute shall promptly notify the other party hereto. Seller and Buyer shall amend Exhibit 3.4 Purchaser agree to reflect cooperate in good faith in responding to any adjustments such challenge to preserve the effectiveness of such Allocation. Any amounts treated as an adjustment to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related date hereof shall be allocated to the transaction contemplated in this AgreementPurchased Assets, the Companies Seller Licensed Intellectual Property and Buyer employing the allocation of the Purchase Price made pursuant Board Products to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricerelate.

Allocation of Purchase Price. The Companies Prior to the ---------------------------- Closing Date Purchaser and Buyer Seller shall allocate negotiate in good faith to agree upon a schedule (the Purchase Price among "ALLOCATION SCHEDULE") allocating the Acquired Assets Cash Consideration and the Assumed Liabilities among the Purchased Shares and the Purchased Assets. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and Schedule 2.4. Each party agrees that, ------------ within 15 calendar days of finalizing the agreed Allocation Schedule, it shall sign the Allocation Schedule and return an allocation schedule substantially executed copy thereof to the other party. Except as otherwise required by Law or pursuant to a "determination" under Section 1313(a) of the Code (or any comparable provision of state, local or non-U.S. Law), Purchaser and Seller agree to act in accordance with the allocations contained in the Allocation Schedule for all Tax purposes and that neither of them will take any position inconsistent therewith in any Tax Returns or similar filings (including IRS Form 8594 (or any similar form set forth required to be filed under state, local or non-U.S. Law)), any refund claim, any litigation, or otherwise. Purchaser and Seller each agree to provide the other party with any other information required to complete IRS Form 8594. In the event that Purchaser and Seller are unable to reach an agreement within 90 calendar days of the later of the Closing Date and the date on Exhibit 3.4. As soon as may be practicable after which the Closinglast purchase price adjustment, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made if any, is determined pursuant to Section 3.42.3, then any disputed items shall be resolved within the next 30 calendar days by the Neutral Auditors, whose fees shall be borne equally by Purchaser and Seller. As soon as may Such determination by the Neutral Auditors shall be practicable after binding on the Closing parties without further adjustment. The Allocation Schedule and prior IRS Form 8594 (or any similar form required to filing any tax return which includes information related be filed under state, local or non-U.S. Law) shall be revised to reflect the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation resolution of the Purchase Price made pursuant to this Section 3.4 Neutral Auditors and, once revised, shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service be final and to binding on all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including parties without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricefurther adjustment.

Allocation of Purchase Price. The Companies Buyer and Buyer shall allocate Seller agree that the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation sum of the Purchase Price made shall be allocated among the Purchased Assets in accordance with Section 1060 of the Code, pursuant to an allocation schedule (the “Allocation Schedule”) as agreed by Buyer and Seller in accordance with this Section 2.4. Buyer shall provide to Seller a draft Allocation Schedule within ninety (90) days after the Closing Date. Thereafter, Seller shall have thirty (30) days either to (a) agree with and accept the Allocation Schedule or (b) to deliver to Buyer any suggested changes to the Allocation Schedule. If the Seller proposes changes, the Parties will work in good faith to reach agreement on a mutually acceptable Allocation Schedule within thirty (30) days after the Company has delivered its suggested changes. If the Buyer and Seller are unable to resolve any dispute and reach agreement on the Allocation Schedule within such period, such dispute shall be resolved promptly by a nationally recognized accounting firm acceptable to the Buyer and Seller, the costs of which shall be borne equally by Buyer and Seller. The Buyer and Seller shall provide each other promptly with any other information required to complete the Allocation Schedule. Once the Buyer and Seller have agreed on the Allocation Schedule or the allocation has been determined by the national recognized accounting firm pursuant to this paragraph, (i) the Allocation Schedule shall be binding upon the Parties, (ii) the Buyer and Seller shall complete and file IRS Form 8594 (“Form 8594”) (and any similar form required by state, local or foreign law) using the Allocation Schedule, and (iii) the Buyer and Seller shall not take any position and shall cause their Affiliates not to take any position (whether in any audit, on any Tax return, or otherwise) that is inconsistent with the allocation, in each case unless otherwise required by applicable Law or pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Not later than thirty (30) days prior to filing its respective Form 8594 relating to this transaction, the Buyer and Seller shall each deliver to the other Party a copy of its Form 8594, and within ten (10) days after filing its Form 8594 with the IRS pursuant to this Section 3.4 2.4, each Party shall prepare mutually acceptable IRS Forms 8594 which they shall use provide the other with a copy of such form as filed. To the extent required by applicable Law, the Allocation will be revised to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in reflect any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required Price pursuant to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricethis Agreement.

Allocation of Purchase Price. The Companies and Buyer shall allocate the Purchase Price (including solely for this purpose, the Assumed Liabilities) will be allocated among the Acquired Assets Property in the manner required by Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Assumed Liabilities rules and regulations promulgated thereunder and, on a preliminary basis, in accordance with an allocation schedule substantially Schedule 3 (the “Preliminary Allocation Schedule”). Purchaser shall prepare and deliver Internal Revenue Service Form 8594 to Seller within forty-five (45) days after the Closing Date. Purchaser and Seller each agree to provide the other promptly with any other information required to complete the Form 8594 or in connection with any negotiations regarding the form set forth Form 8594. If Seller objects to any item on Exhibit 3.4the Form 8594, they shall, within ten (10) days after delivery of the Form 8594, notify Purchaser in writing that they so object, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. As soon If a notice of objection shall be duly delivered, Purchaser and Seller shall negotiate in good faith and use reasonable efforts to resolve such items. If Purchaser and Seller are unable to reach such agreement within fifteen (15) days after receipt by Purchaser of such notice, the disputed items shall be resolved by a nationally or regionally recognized accounting firm selected by Purchaser and reasonably acceptable to Seller (the “Accounting Referee”) and any determination by the Accounting Referee shall be final. The Accounting Referee shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Accounting Referee is unable to resolve any disputed items before the due date for the Form 8594, the Form 8594 shall be filed by Xxxxxxxxx and Seller as prepared by Purchaser and then amended by each party to reflect the Accounting Referee’s resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Purchaser and Seller. For avoidance of doubt, Xxxxxxxxx and Seller agree that each will file all federal, state and local tax returns and related tax documents (including amended returns, claims for refund, and information reports) in a manner consistent with the Form 8594, as the same may be practicable after the Closing, Companies adjusted and Buyer shall amend Exhibit 3.4 finally determined pursuant to reflect any this Agreement. Any adjustments to the Purchase Price made pursuant to Section 3.43 herein shall be allocated in a manner consistent with the Form 8594. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation The provisions of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report survive the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. The Companies and Buyer shall give prompt notice to the other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase PriceClosing.

Allocation of Purchase Price. The Companies Immediately following the termination of the Transition Period, Buyer and Buyer Sellers shall allocate the Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon use all commercially reasonable efforts to agree as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which 1060 of the Code and the rule and regulations thereunder. Buyer and Sellers agree to use such allocation in filing all required forms under Section 1060 of the Code and all other Tax Returns, and Buyer and Sellers further agree that they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall not take a any position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; providedallocation upon any examination of any such Tax Return, howeverin any refund claim or in any Tax litigation. Upon the request of the other, that nothing contained herein Buyer and Sellers agree to provide the other information reasonably necessary to complete Form 8594. Not later than thirty (30) days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall require deliver to the Companies and Buyer other party a copy of its Form 8594. In the event of a dispute with respect to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such part of the allocation of the Purchase Price, or exhaust administrative remedies before Buyer and Sellers shall attempt to reconcile their differences and any taxing authority or agency in connection therewithresolution by them as to any disputed allocation shall be final, binding and conclusive on the parties. If Buyer and Sellers are unable to reach a resolution on such differences within thirty (30) days after the date any such dispute arise, Buyer and Sellers shall submit the disputed allocations for determination and resolution to the Court, which shall be instructed to determine and report to the parties, upon such disputed allocations, and such report shall be final, binding and conclusive on the Companies parties hereto with respect to the disputed allocations. The parties stipulate and Buyer agree that the amounts allocated to any of the Acquired Assets pursuant to this paragraph shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation deemed dispositive of the Purchase Price. The Companies and Buyer shall give prompt notice to the value of such assets for any other of the commencement of any tax audit or the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Pricepurpose.

Allocation of Purchase Price. The Companies parties hereto acknowledge and Buyer shall allocate agree that the Purchase Price among the Acquired Assets and the Assumed Liabilities transactions contemplated hereunder must be reported in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation 1060 of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use Code. The parties hereto agree to report the transaction transactions contemplated hereunder for all purposes in accordance with the purchase price allocation outlined in this Agreement Section 1.03(d). Each party hereto agrees (i) to the Internal Revenue Service complete jointly and to all other taxing authorities. Neither file separately Form 8594 with its Federal income Tax Return consistent with such allocation for the Companies nor Buyer shall tax year in which the Closing Date occurs and (ii) that no party will take a position on any income, transfer or gains Tax Return, before any Governmental or Regulatory Authority charged with the collection of any such Tax or in any return, Tax judicial proceeding, tax audit or otherwise that is in any manner inconsistent with such allocation; provided, however, that nothing contained herein shall require the Companies and Buyer to contest terms of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation without the consent of the other party. The purchase price allocation to the Corporation shall be comprised of the value of (a) all Inventory and Tangible Personal Property as defined herein, (b) the Corporation's covenant not to compete as set forth in Section 1.03(d)(iii), and (c) one half of the balance of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency ; The purchase price allocation to the Shareholder shall be comprised of the value of (a) the Shareholder's covenant not to compete as set forth in connection therewithSection 1.03(d)(iii), and (b) the Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation remaining one-half balance of the Purchase Price. The Companies parties agree that the Purchase Price shall be allocated among the Assets as follows: Inventory $163,000 Tangible Personal Property $179,000 Covenant Not To Compete (Corporation) $10,000 Covenant Not To Compete (Shareholder) $10,000 Goodwill (Corporation) fifty percent (50%) of the balance of the Purchase Price Goodwill (Shareholder) fifty percent (50%) of the balance of the Purchase Price The portion of the Purchase Price allocated to Inventory and Buyer shall give prompt notice Tangible Personal Property will be adjusted to conform to the other Closing Balance Sheet. The portion of the commencement of any tax audit or Purchase Price allocated to Goodwill shall be adjusted to account for the written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation remaining value of the Purchase Price, after all other adjustments. Any amounts due from Purchaser as a result of the Final Purchase Price Adjustment described in Section 1.03(b)(iii) shall be deemed due to Corporation and Shareholder in amounts necessary to cause the total payments received by Corporation and Shareholder to conform to the above allocations. Any amounts due to Purchaser as a result of the Final Purchase Price Adjustment described in Section 1.03(b)(iii) or a payment described in Section 1.03(c) shall be the joint and several obligation of Corporation and Shareholder but shall be deemed paid by Corporation or Shareholder in amounts which cause the total payments received by Corporation and Shareholder to conform to the above allocations.