Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. Following the Closing Date, Buyer shall provide to Seller an allocation of the applicable portions of the Purchase Price in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (aand any similar provisions of state, local, or non-U.S. Law, as appropriate) No and in accordance with Schedule C. Seller shall provide Buyer with any comments to such allocation within fifteen (15) days after the date of receipt by Seller, and Seller and Buyer shall negotiate in good faith to finalize such allocation no later than sixty (60) calendar days prior to the earliest due date (taking into account, for these purposes, any applicable extension of a due date) for the filing of a Tax Return to which such allocation is relevant. If Seller does not provide any comments within such fifteen (15) day period, then the allocation initially provided by Buyer shall be deemed final. If Seller timely provides such comments but Seller and Buyer are unable to mutually agree to an allocation within fifteen (15) days after Seller’s delivery of such comments, then such dispute shall be resolved in a manner substantially similar to Section 3.4(d) no later than sixty (60) days prior to the final determination earliest due date (taking into account, for these purposes, any applicable extension of a due date) for the Adjusted Payment Amount filing of a Tax Return to which such allocation is relevant. The Purchase Price shall be allocated as set forth in such mutually agreed or finalized allocation (the “Allocation Schedule”). Seller and Buyer shall file IRS Form 8594 and all Tax Returns and other Tax filings in accordance with the procedures set forth Allocation Schedule, and neither Seller nor Buyer shall take any position in Section 3.3any Tax Return, Purchaser shall prepare and deliver to Seller a draft of a Tax filing, Tax proceeding or audit, or financial statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance or report that is inconsistent with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmSchedule.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a3.8(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Adjustment Date, Purchaser Seller shall prepare and deliver to Seller Purchaser a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller Purchaser shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller Purchaser objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Adjustment Date, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Sellerthe Purchaser’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) 3.10(a), (the “Final Allocation Statement”), ) shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than sixty For U.S. federal (60and where applicable, state and local) calendar days after income Tax purposes, the final determination parties agree to allocate the Purchase Price, the Assumed Liabilities, and any other amounts treated as consideration to any Seller in respect of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller Acquired Assets pursuant to this Agreement for U.S. federal (and where applicable, state and local) income Tax purposes (collectively, the “Tax Consideration”) among the Acquired Assets for purposes of in accordance with Section 1060 of the Code, pursuant to the following procedures. IfNo later than 90 days following the Closing Date, Buyer shall provide Sellers with a proposed allocation of the Tax Consideration among the Acquired Assets (the “Proposed Allocation”). Sellers may object to the Proposed Allocation by delivering to Buyer, within thirty (30) calendar 30 days of the receipt by Sellers of the Draft Proposed Allocation, notice of objection to the Proposed Allocation Statement(an “Allocation Objection Notice”), Seller which shall not have objected specify in writing to reasonable detail the basis for such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowobjection. If Seller objects Sellers fail to deliver an Allocation Objection Notice to Buyer prior to the Draft Allocation Statement in writing within expiration of such thirty (30) calendar-day period, Purchaser the Proposed Allocation shall become final, binding and Seller conclusive upon Sellers and Buyer (the “Allocation”). If Sellers timely deliver an Allocation Objection Notice, then Buyer and Sellers shall negotiate in good faith to resolve any the disputed items. If, If Buyer and Sellers are able to reach agreement on the disputed items within ninety (90) calendar 30 days after the final determination of Allocation Objection Notice has been received by Buyer, the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Proposed Allocation, Purchaser as modified to reflect such agreement between Buyer and Seller fail to agree on such allocationSellers, any disputed aspects of such allocation shall be resolved the Allocation. If Buyer and Sellers are unable to reach such an agreement within 30 days after the Allocation Objection Notice has been received by Xxxxx, all unresolved disputed items shall be promptly referred to a mutually agreed, nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation StatementIndependent Arbiter”), . The Independent Arbiter shall be final and binding upon directed to render a written report on the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection unresolved disputed items with the determination of respect to the allocation of the total considerationTax Consideration as promptly as practicable, except but in no event more than 30 days after such submission to the Independent Arbiter, and to resolve only those unresolved disputed items set forth in the Allocation Objection Notice. For the avoidance of doubt, the Independent Arbiter’s resolution of the disputed items shall be within the ranges proposed by Xxxxx and Sellers that are in dispute. If unresolved disputed items are submitted to the parties Independent Arbiter, Buyer and Sellers shall each pay one-half (50%) furnish to the Independent Arbiter such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Arbiter may reasonably request. The resolution of the disputed items by the Independent Arbiter shall be final, binding and conclusive upon Buyer and Sellers. The Proposed Allocation, as modified to reflect (x) any agreement as to any disputed items between Buyer and Sellers and (y) the resolution of the remaining disputed items by the Independent Arbiter, shall be the Allocation. All fees and expenses of such accounting firmthe Independent Arbiter shall be allocated to Buyer and Sellers in the same proportion that the aggregate amount of the items unsuccessfully disputed or defended, as the case may be, by each of Buyer and Sellers (as determined by the Independent Arbiter) bears to the total amount of the disputed items.

Allocation of Purchase Price. (ai) No later than sixty (60) calendar days after the final determination The sum of the Adjusted Payment Amount Purchase Price and the amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and (ii) the amount allocated to the Acquired Assets sold by each such Seller shall be further allocated among such Acquired Assets in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeCode and the Treasury Regulations promulgated thereunder (the “Allocation”). IfThe Allocation shall be delivered by Buyer to Sellers within one hundred and twenty (120) days after the Closing. Sellers’ Representative, on behalf of Sellers, will have the right to raise reasonable objections to the Allocation within thirty (30) calendar days of the receipt of the Draft Allocation Statementafter Buyer’s delivery thereof, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser which event Buyer and Seller shall Sellers’ Representative will negotiate in good faith to resolve any disputed itemssuch dispute. If, If Buyer and Sellers’ Representative cannot resolve such dispute within ninety fifteen (9015) calendar days Business Days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects Sellers’ Representative notify Buyer of such allocation objections, such dispute with respect to the Allocation shall be resolved promptly by a nationally recognized independent accounting firm mutually acceptable to Purchaser the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and SellerSellers, on the other hand. The allocation decision of the total consideration, as agreed upon by Purchaser and Seller (as a result Neutral Accountant in respect of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon Buyer and Sellers. Buyer and Sellers shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the parties. Each Allocation absent a change in Law; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of Purchaser the Allocation, and neither Buyer nor any Seller shall bear all fees be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Buyer and costs incurred by it any applicable Seller shall promptly notify and provide the other with reasonable assistance in connection with the determination event of an examination, audit, or other proceeding relating to Taxes regarding the Allocation of the allocation Purchase Price and the amount of the total considerationAssumed Liabilities pursuant to this Section 3.4. Notwithstanding any other provisions of this Agreement, except that the parties foregoing agreement shall each pay one-half (50%) of survive the fees and expenses of such accounting firmClosing Date without limitation.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Parties agree to treat the final determination purchase of the Adjusted Payment Amount Interests as the purchase of all the assets of the Company by Buyer for U.S. federal income tax purposes and agree to allocate the Purchase Price among the assets of the Company in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. IfNot later than 90 days after the Closing, within thirty (30) calendar days Buyer shall deliver to the SN Parties a statement, allocating the Purchase Price among the assets of the receipt Company (“Allocation Statement”). The SN Parties shall have 30 days to review and notify Buyer in writing of any reasonable, good faith disagreement with the Draft Allocation Statement. If the SN Parties do not timely notify Buyer of any such disagreement with the Allocation Statement, Seller the SN Parties shall be conclusively deemed to have accepted and agreed to the Allocation Statement. If the SN Parties notify Buyer within 30 days of any such disagreement, the Parties shall use reasonable efforts to resolve such dispute within 30 days. In the event that the Parties are unable to resolve such dispute within 30 days, the Parties shall retain a mutually agreeable, nationally recognized accounting firm (that does not have objected in writing a material relationship with any of the Parties, or any of their respective Affiliates) (the “Tax Allocation Referee”) to such draftresolve the disputed items. Notwithstanding anything to the contrary herein, the Draft Parties (and the Tax Allocation Referee, if applicable) shall resolve all disputed items no later than 30 days after retaining the Tax Allocation Referee. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall become the Final Allocation Statement, as defined belowbe adjusted to reflect such resolution. If Seller objects The fees and expenses payable to the Draft Tax Allocation Referee shall be split equally between Buyer and the SN Parties. The Parties agree to (i) be bound by the Allocation Statement in writing within such thirty and (30ii) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount act in accordance with the procedures set forth Allocation Statement in Section 3.3the preparation, Purchaser filing and Seller fail audit of any Tax Return (including filing Form 8594 with a federal income Tax Return for the taxable year that includes the date of the Closing). Neither Buyer nor the SN Parties shall agree to agree on such allocationany proposed adjustment to the Allocation Statement by any Tax Authority without first giving the other Party prior written notice; provided, however, that nothing contained herein shall prevent Buyer or the SN Parties from settling any disputed aspects proposed deficiency or adjustment by any Tax Authority based upon or arising out of such allocation the Allocation Statement, and neither Buyer nor the SN Parties shall be resolved required to litigate before any court any proposed deficiency or adjustment by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final any Tax Authority challenging such Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price (aincluding any adjustments thereto) No later than sixty and Assumed Obligations for all purposes (60including Tax and financial accounting purposes) calendar in a manner consistent with Code Section 1060 and the Treasury Regulations thereunder. If Buyer and Seller agree on such allocation (the "Allocation"), within one hundred twenty (120) days after the final determination Closing Date (which shall be evidenced by an allocation schedule signed by each of Buyer and Seller), Buyer and Seller shall (i) be bound by the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 determining any Taxes, (ii) timely file all forms (including Internal Revenue Service Form 8594) and Tax returns required to be filed in connection with the Allocation, (iii) prepare and file, and cause its Affiliates to prepare and file, its Tax returns on a basis consistent with the Allocation, and (iv) take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return, in any proceeding before any taxing authority or in any report made for Tax purposes. In the event that the Allocation is disputed by any taxing authority, the Party receiving notice of the Codedispute shall promptly notify and consult with the other Parties and keep the other Parties reasonably appraised of material developments concerning resolution of such dispute. IfIn the event that Buyer and Seller are unable to agree on such allocation within one hundred twenty (120) days after the Closing Date, the Independent Auditor selected pursuant to Section 2.3. of this Agreement shall, at Seller and Buyer’s joint and equal expense, determine the appropriate allocations based solely on presentations of Buyer and Seller (and not by independent review) within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination expiration of the Adjusted Payment Amount one hundred twenty (120) day period provided in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmprevious sentence.

Allocation of Purchase Price. Within thirty (a30) No later than sixty days following the Closing, Purchaser shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Purchase Price among the Assets prepared in accordance with Section 1060 of the Code and the Treasury Regulations issued thereunder (60and any similar provision of state, local or foreign law, as appropriate) calendar (the “Purchase Price Allocation”). Within ten (10) days after the final determination receipt of such draft Purchase Price Allocation, Seller will propose to Purchaser in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Purchaser within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Purchaser and Seller will attempt in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Adjusted Payment Amount Code, within ten (10) days after Purchaser’s receipt of a timely written notice of objection or proposed changes from Seller. If Purchaser and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Purchaser and Seller each acting reasonably, for resolution. Promptly, but by not later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Purchase Price, which report shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Purchaser and one-half by Seller. Purchaser and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable Law. Seller and Purchaser shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation of the Purchase Price pursuant to this Section 2.3. Any adjustments to the Purchase Price mutually agreed by the Parties shall be allocated to the Assets in a manner consistent with the foregoing Purchase Price Allocation as finally agreed pursuant to the procedures set forth above. If there is a disagreement among the Parties as to the allocation as a result of an adjustment to the Purchase Price, the matter shall be submitted to the independent accounting firm in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmabove.

Allocation of Purchase Price. (ai) No later than sixty (60) calendar days after the final determination The sum of the Adjusted Payment Amount Purchase Price and the amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and (ii) the amount allocated to the Acquired Assets sold by each such Seller shall be further allocated among such Acquired Assets in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeCode and the Treasury Regulations promulgated thereunder (the “Allocation”). IfThe Allocation shall be delivered by Buyer to Sellers within one hundred and eighty (180) days after the Closing. Sellers’ Representative, on behalf of Sellers, will have the right to raise reasonable objections to the Allocation within thirty (30) calendar days of the receipt of the Draft Allocation Statementafter Buyer’s delivery thereof, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser which event Buyer and Seller shall Sellers’ Representative will negotiate in good faith to resolve any disputed itemssuch dispute. If, If Buyer and Sellers’ Representative cannot resolve such dispute within ninety fifteen (9015) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects Sellers’ Representative notify Buyer of such allocation objections, such dispute with respect to the Allocation shall be resolved promptly by a nationally recognized independent accounting firm mutually acceptable to Purchaser the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and SellerSellers, on the other hand. The allocation decision of the total consideration, as agreed upon by Purchaser and Seller (as a result Neutral Accountant in respect of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon Buyer and Sellers. Buyer and Sellers shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the parties. Each Allocation absent a change in Law; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of Purchaser the Allocation, and neither Buyer nor any Seller shall bear all fees be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Buyer and costs incurred by it any applicable Seller shall promptly notify and provide the other with reasonable assistance in connection with the determination event of an examination, audit, or other proceeding relating to Taxes regarding the Allocation of the allocation Purchase Price and the amount of the total considerationAssumed Liabilities pursuant to this Section 3.4. Notwithstanding any other provisions of this Agreement, except that the parties foregoing agreement shall each pay one-half (50%) of survive the fees and expenses of such accounting firmClosing Date without limitation.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “"Draft Allocation Statement”") setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s 's failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “"Final Allocation Statement”"), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after After giving effect to the final determination allocation required by Section 3.01, Purchaser and Seller shall act together in good faith to determine and agree upon the amount of the Adjusted Payment Amount MADSP (as defined under Treasury Regulation Section 1.338(h)(10)-1(f)) and the allocation of such MADSP among the Purchased Assets. The tax allocation of the Purchase Price among the Purchased Assets (as determined by Section 3.01 of this Agreement, except that with respect to the Seller's Subsidiaries, the Purchase Price shall be allocated to the assets of the Seller's Subsidiaries) shall be made by Purchaser and Seller acting together and in good faith, all in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code, the applicable regulations thereunder and with Treasury Regulation Section 1.338(h)(10)-1(f). If, within thirty (30) calendar days Any issue that remains unresolved with respect to the amount or allocation of the receipt of Purchase Price on the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects date that is 120 days prior to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith date on which the Section 338 Forms are required to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation be filed shall be resolved by referred to a nationally recognized independent accounting firm mutually acceptable jointly selected by Seller and Purchaser (the "Neutral Auditors"), and the Neutral Auditors shall resolve such issue no later than 60 days prior to Purchaser and Sellerthe date on which the Section 338 Forms are required to be filed. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of the Neutral Auditors shall be borne equally by Seller and Purchaser. Seller and Purchaser shall (i) be bound by such accounting firmallocation for purposes of determining any Taxes, (ii) prepare and file all Tax Returns to be filed with any taxing authority in a manner consistent with such allocation and (iii) take no position inconsistent with such allocation in any Tax Return, any proceeding before any taxing authority or otherwise. Appropriate adjustment shall be made to such allocation to specific categories of assets to reflect any Purchase Price adjustment pursuant to this Agreement or other adjustment required pursuant to law. In the event such allocation is disputed by any taxing authority, the party receiving notice of such dispute shall promptly notify the other party of such dispute, and Seller and Purchaser shall cooperate in good faith in responding to such challenge in order to preserve the effectiveness of such allocation.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Parties agree to allocate the final determination Purchase Price to be paid in respect of the Adjusted Payment Amount Assigned Assets in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, The Parties agree that Assignee shall prepare and provide to Assignor a draft allocation of the Purchase Price among the Assigned Assets within ninety (90) days after the Closing Date. Assignor shall notify Assignee within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not such draft allocation of any objection Assignor may have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowthereto. If Seller objects Unless Assignor delivers a notice of objection with respect to the Draft Allocation Statement in writing within allocation of the Purchase Price by the conclusion of such thirty (30) calendar-day period, Purchaser the draft allocation provided by Assignee to Assignor pursuant to the second sentence of this Section 2.9 shall become final and Seller shall negotiate in good faith binding upon the Parties. The Parties agree to resolve any disputed itemsdisagreement with respect to such allocation in good faith. IfIf a resolution of such disagreement has not been effected within fifteen (15) days (or longer, as mutually agreed by the Parties) after delivery of an objection by Assignor, then either Party may submit such disagreement to an arbitrator (chosen by mutual consent of the Parties) for determination. The determination of the arbitrator with respect to any such disagreement shall be completed within ninety thirty (9030) calendar days after the final determination submission to the arbitrator. The decision of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), arbitrator shall be final and binding upon each Party, and the partiesdecision of the arbitrator 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 thereover. If Assignor and Assignee submit any dispute to the arbitrator for resolution pursuant to this Section 2.9, Assignor and Assignee shall each pay their own costs and expenses incurred under this Section 2.9. Each of Purchaser Assignee and Seller Assignor shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half fifty percent (50%) of the fees costs and expenses of the arbitrator incurred pursuant to this Section 2.9. In addition, the Parties hereby agree to file timely any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060(b) of the Code in a manner that is consistent with the allocation determined pursuant to this Section 2.9 in connection with the preparation of IRS Form 8594 and any other forms, reports, or information statements required to be filed pursuant to Section 1060 of the Code and the applicable Treasury Regulations, and any similar or corresponding provision of state or local tax law. Neither Party shall file any Return or other document or otherwise take any position which is inconsistent with the allocation determined pursuant to this Section 2.9, except as may be adjusted by subsequent agreement following an audit by the IRS or by a Judgment; provided, that neither Party (nor their respective Affiliates) shall be obligated to litigate any challenge to such accounting firmallocation of the Purchase Price by any Governmental Entity. The allocation of the Purchase Price shall be revised to take into account subsequent adjustments to the Purchase Price in the manner provided by Section 1060 of the Code and the Treasury Regulations thereunder and consistent with the preparation of the Purchase Price allocation hereunder, and the Parties shall cooperate with each other in good faith to promptly amend the Purchase Price allocation. The Parties shall promptly inform one another of any challenge by any Governmental Entity to any allocation made pursuant to this Section 2.9 and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challenge.

Allocation of Purchase Price. (a) No As soon as reasonably practicable and in no event later than sixty (60) calendar days after the final determination Closing Date, Purchaser shall provide Seller with an allocation of the Adjusted Payment Amount purchase price for federal income tax purposes, including any liabilities properly included therein among the Purchased Assets and the agreements provided for herein, for federal, state and local income tax purposes (the “Initial Allocation”). Within fifteen (15) days of the receipt of the Initial Allocation, Seller shall deliver a written notice (the “Objection Notice”) to Purchaser, setting forth in reasonable detail those items in the Initial Allocation that Seller disputes. If prior to the conclusion of such 15-day period, Seller notifies Purchaser in writing that it will not provide any Objection Notice or if Seller does not deliver an Objection Notice within such 15-day period, then Purchaser’s proposed Initial Allocation shall be deemed final, conclusive and binding upon each of the Parties. Within fifteen (15) days of Seller’s delivery of the Objection Notice, Seller and Purchaser shall attempt to resolve in good faith any disputed items and failing such resolution, the unresolved disputed items shall be referred for final binding resolution to an Arbitrating Accountant. The fees and expenses of the Arbitrating Accountant shall be paid fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. Such determination by the Arbitrating Accountant shall be (i) in writing, (ii) furnished to Purchaser and Seller as soon as practicable (and in no event later than thirty (30) days after the items in dispute have been referred to the Arbitrating Accountant), (iii) made in accordance with the procedures principles set forth in this Section 3.311.2, and (iv) non-appealable and incontestable by Purchaser shall prepare and deliver to Seller a draft of a statement (Seller. As used herein, the “Draft Allocation Statement”) setting forth Allocation” means the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement Purchase Price, the Assumed Liabilities and other related items among the Purchased Assets and the agreements provided for purposes herein as finally agreed between Purchaser and Seller or ultimately determined by the Arbitrating Accountant, as applicable, in accordance with this Section 11.2. The Allocation shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Purchaser and Seller shall each report the federal, state and local income and other Tax consequences of the transactions contemplated hereby in a manner consistent with the Allocation, including, if applicable, the preparation and filing of Forms 8594 under Section 1060 of the Code (or any successor form or successor provision of any future Tax Law) with their respective federal income Tax Returns for the taxable year which includes the Closing Date, and neither will take any position inconsistent with the Allocation on any Tax Return, before any Governmental Body or in any Tax Proceeding, in each case unless otherwise required under applicable Law. Seller shall provide Purchaser and Purchaser shall provide Seller with a copy of any information required to be furnished to the Secretary of the Treasury under Section 1060 of the Code. If, within thirty (30) calendar days Each of the receipt of Parties shall notify the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve other if it receives notice that any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures Governmental Body proposes any allocation different than that set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmAllocation.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance The Parties will, at their own cost, file all Tax Returns consistently with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount Purchase Price determined in accordance with the procedures set forth in this Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller3.7. The allocation of the total considerationPurchase Price will be negotiated by the Parties in accordance with Applicable Tax Law, as it being agreed upon that for Tax purposes no part of the Purchase Price shall be allocable to the assets of Seller's Qualified Decommissioning Fund (subject to the receipt of a favorable IRS letter ruling allowing such non-allocation). Seller shall include with the Estimated Closing Statement, or deliver to each Purchaser prior to delivery of the Estimated Closing Statement, Seller's proposed allocation of the Purchase Price to property included in the Purchased Assets (the "Property Allocation"). The Property Allocation shall be consistent with Code Section 1060 and the regulations thereunder ("Applicable Tax Law") and shall be prepared in a manner which facilitates Property Tax reporting and sales/use Tax reporting. Within eight (8) calendar days after delivery of the Property Allocation by Seller to each Purchaser, each Purchaser may object in good faith to the Property Allocation in writing. If such Purchaser so objects to the Property Allocation within such eight (8) day period, the Parties shall attempt to resolve their differences by negotiation prior to the Closing Date. If the Parties are unable to do so, the disputed objections and the Property Allocation shall be referred to the Independent Accounting Firm for final determination within seven (7) calendar days from the date of referral, the Independent Accounting Firm shall be instructed to deliver to such Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the written determination of the proper allocation of such disputed items within seven (7) calendar days from the total considerationdate of referral thereof to the Independent Accounting Firm, except that the parties Property Allocation shall each pay one-half (50%) of be adjusted in accordance with such determination and the fees and expenses of Closing Date shall be postponed until the Independent Accounting Firm shall have rendered such accounting firmdetermination.

Allocation of Purchase Price. (a) No later than sixty thirty (6030) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing Date, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, If Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a3.6(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. Prior to the Closing Date, Buyer shall deliver to Sellers a statement setting forth the portion of the Purchase Price payable to the MPV Companies, as well as an allocation of such portion of the Purchase Price among the Acquired Assets to be sold by the MPV Companies. Within one hundred fifty (a) No later than sixty (60150) calendar days after the final determination Closing Date, Buyer shall deliver to Sellers a proposed allocation of the Adjusted Payment Amount in accordance with remainder of the procedures set forth in Section 3.3, Purchaser shall prepare Purchase Price (and deliver relevant Assumed Liabilities) among the Acquired Assets sold by the Debtor Sellers for Sellers’ review and comment. In the event Buyer and Sellers cannot agree as to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement remainder of the Purchase Price among the Acquired Assets for purposes of Section 1060 of sold by the Code. If, Debtor Sellers within thirty (30) calendar days of the receipt Buyer’s delivery of the Draft Allocation Statementproposed allocation to Sellers, Seller each Party shall not have objected be entitled to take its own position in writing to such draftany Tax return, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowTax proceeding or audit with respect thereto. If Seller objects With respect to the Draft Allocation Statement in writing within allocation among the Acquired Assets sold by the MPV Companies, and with respect to any agreed-upon allocation among the Acquired Assets sold by the Debtor Sellers, Sellers and Buyer agree, for all income Tax purposes, to report the transactions consistently with such thirty (30) calendar-day period, Purchaser allocation and Seller shall negotiate in good faith to resolve not take any disputed items. If, within ninety (90) calendar days after position during the final determination course of the Adjusted Payment Amount in accordance any audit or other proceeding inconsistent with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved except in each case as otherwise required by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object change in Law or pursuant to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each resolution of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firma Tax contest.

Allocation of Purchase Price. (a) No As promptly as practicable after the Purchase Price (as adjusted pursuant to Section 2.09, Section 2.10 and Section 2.12) is finally determined, but not later than sixty (60) calendar 45 days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3thereafter, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth ), allocating the allocation Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the total consideration paid by Purchaser to Seller pursuant to this Agreement Code) among the Purchased Assets for purposes of in accordance with Section 1060 of the Code. If, within thirty (30) calendar 10 days after the delivery of the receipt of the Draft Allocation Statement, Seller shall not have objected notifies Purchaser in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller that Purchaser objects to the Draft allocation set forth in the Allocation Statement in writing within such thirty (30) calendar-day periodStatement, Purchaser and Seller shall negotiate in good faith use Commercially Reasonable Efforts to resolve any disputed itemssuch dispute within 20 days. If, In the event that Purchaser and Seller are unable to resolve such dispute within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.320 days, Purchaser and Seller fail to agree on such allocation, any disputed aspects shall jointly retain an independent certified public accounting firm of such allocation shall be resolved by a nationally recognized independent accounting standing (other than any such firm mutually acceptable that audited the financial statements of Purchaser or Seller or any Affiliate of either within the three calendar years before such retention) reasonably satisfactory to Purchaser and Seller. The Seller to determine the appropriate allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the partiesdisputed items. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the Upon allocation of the total considerationdisputed items by such independent accounting firm, except that the parties allocation reflected on the Allocation Statement shall each pay one-half (50%) be adjusted accordingly, and such adjusted Allocation Statement shall be the Allocation Statement for all purposes of the this Agreement. The costs, fees and expenses of such the independent accounting firmfirm shall be borne equally by Purchaser and Seller.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Purchase Price shall be allocated among the final determination of the Adjusted Payment Amount Purchased Assets in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty and the Acquirors and the Elan Companies agree (30a) calendar days to report the sale and purchase of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount Purchased Assets for Tax purposes in accordance with the procedures set forth in Section 3.3, Purchaser such allocations and Seller fail (b) not to agree take any position inconsistent with such allocations on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Sellertheir respective tax returns. The allocation of the total consideration, as agreed upon by Purchaser Elan Companies shall initially determine and Seller (as a result of either Seller’s failure to object send written Notice to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination Acquirors of the allocation of the total considerationPurchase Price within 30 days after the Closing Date. The Acquirors will be deemed to have accepted such allocation unless it provides written Notice of disagreement to the Elan Companies within 10 days after the receipt of the Elan Companies' Notice of allocation. If the Acquirors provide such Notice of disagreement to the Elan Companies, except that the parties shall each pay one-half (50%) proceed in good faith to determine the allocation in dispute. If, within 10 days after the Elan Companies receive the Acquirors' Notice of disagreement, the parties have not reached agreement, the Accountants shall be engaged to determine the final allocation in dispute. The Elan Companies and the Acquirors shall share equally the fees of such Accountants. Notwithstanding anything to the contrary elsewhere in this Section 4.02, in no event shall any portion of the fees and expenses EPIL Consideration be allocated to EPI (or to the assets owned by EPI) or any portion of such accounting firmthe EPI Consideration be allocated to EPIL (or to the assets owned by EPIL).

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Purchase Price, as increased by the final determination Liabilities of the Adjusted Payment Amount Company as of the Effective Time and the Assumed Liabilities (including, for the avoidance of doubt, the Outstanding Indebtedness Amounts and the Employee Amounts), in each case, as finally determined pursuant to Section 1.4, and all other amounts constituting consideration for U.S. federal income Tax purposes (the “Tax Consideration”) shall be allocated among the assets of the Company for all Tax purposes in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. IfWithin ninety (90) days after the Final Closing Adjustment is determined in accordance with Section 1.4, within Buyer shall provide Seller with a draft allocation of the Tax Consideration among the assets of the Company (the “Allocation”). Seller shall have thirty (30) calendar days of the from receipt of said Allocation to review the Draft Allocation. To the extent that Seller disagrees with the Allocation Statementor any items therein, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement notify Buyer in writing within such thirty (30) calendar-day period, Purchaser and Seller period as prescribed by the immediately preceding sentence. The Parties shall negotiate thereafter endeavor in good faith to resolve any disputed items. Ifsuch dispute and to the extent they are unable to do so within ten (10) Business Days, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation dispute shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object Independent Accounting Firm pursuant to the Draft Allocation Statement or provisions of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”1.4(g), which resolution shall be final final, conclusive and binding upon on the partiesParties. Each of Purchaser Buyer, the Company and Seller shall bear (and shall cause their respective Affiliates, including, in the case of Seller, the Rolling Mill Affiliates, to) report, act and file Tax Returns in all fees respects and costs incurred by it in connection for all Tax purposes consistent with the Allocation. No Party shall take any position for Tax purposes inconsistent with the Allocation unless required by any determination within the meaning of Section 1313 of the allocation Code. Each Party shall provide prompt notice to the other Party of any audit, inquiry, assessment, Actions or similar events by any Governmental Authority with respect to the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmAllocation.

Allocation of Purchase Price. Seller shall on or before thirty (a30) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Closing Date initially determine and send to Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth schedule containing the allocation of the total consideration paid Purchase Price and the Assumed Liabilities among the Purchased Assets as is required by Section 1060 of the Code (the "Allocation Schedule"). The Allocation Schedule will be deemed to be accepted by Purchaser unless Purchaser provides a written notice of disagreement to Seller pursuant within five (5) business days after receipt of the Allocation Schedule. If Purchaser provides such written notice, Seller and Purchaser shall proceed to negotiate in good faith to create a mutually acceptable Allocation Schedule. If no mutually acceptable Allocation Schedule is created within ten (10) business days of Seller's receipt of the written notice of disagreement, then an independent accountant mutually satisfactory to the Seller and Purchaser (the "Independent Accountant') shall be engaged to determine the Allocation Schedule. The fees for such determination shall be borne by Purchaser, unless the Independent Accountant disagrees materially with the Allocation Schedule originally submitted by Seller, in which case such fees shall be borne by Seller. Such determination by the Independent Accountant, or the original Allocation Schedule if not objected to by the Purchaser, shall be binding and conclusive to all parties to the Agreement and all parties shall file all relevant tax returns consistent with such final determination, unless otherwise required by applicable law; provided, however, that if the Purchase Price or the Assumed Liabilities are adjusted in accordance with Section 2.3 of this Agreement among Agreement, the Assets for purposes of Allocation Schedule otherwise determined shall be adjusted accordingly, as required by Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. Seller and Buyer agree that the Purchase Price shall be allocated among the assets of the Company for all purposes (aincluding Tax and financial accounting) No later than as shown on the allocation schedule (the “Allocation Schedule.”) The final Allocation Schedule shall be prepared by Seller and delivered to the Buyer within sixty (60) calendar days after following the final determination Closing Date for its approval. If the Buyer does not notify the Seller in writing of an objection to the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, Schedule within thirty (30) calendar days of its delivery to the receipt of Buyer, then the Draft Allocation Statement, Schedule as prepared by the Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowbe deemed approved by Buyer. If the Buyer notifies Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day perioddays of the delivery to the Buyer of the Allocation Schedule that the Buyer objects to one or more items reflected in the Allocation Schedule as being unreasonable and states the reason for such objection, Purchaser the Seller and Seller Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if the Seller and Buyer are unable to resolve any disputed items. If, dispute with respect to the Allocation Schedule within ninety thirty (9030) calendar days after the final determination of the Adjusted Payment Amount in accordance with delivery to Seller of the procedures set forth in Section 3.3written objections of the Buyer, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation dispute shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Sellerthe Accountants. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmthe Accountants shall be borne equally by Seller and Buyer. Buyer, the Companies and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. Any adjustments to the Purchase Price shall be allocated in a manner consistent with the Allocation Schedule.

Allocation of Purchase Price. Seller and Buyer agree that the Purchase Price and the Assumed Liabilities shall be allocated among the Purchased Assets for all purposes (aincluding Tax and financial accounting) No later than sixty as shown on an Allocation Schedule (60the “Allocation Schedule”) calendar days after the final determination of the Adjusted Payment Amount that shall be prepared in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeInternal Revenue Code of 1986, as amended. If, within thirty (30) calendar days A draft of the receipt of Allocation Schedule shall be prepared by Xxxxx and delivered to Seller within Ninety (90) days following the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowClosing Date. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Draft Allocation Statement in writing within such thirty (30) calendar-day periodSchedule, Purchaser Seller and Seller Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Xxxxx are unable to resolve any disputed items. Ifdispute with respect to the Allocation Schedule within One Hundred Twenty (120) days following the Closing Date, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation dispute shall be resolved by a nationally recognized mutually agreeable independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation StatementIndependent Auditor”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the The fees and expenses of the Independent Auditor shall be borne by Xxxxx and Seller based on the percentage that the Independent Auditor’s determination (before such accounting firmallocation) bears to the total amount of the items in dispute as originally submitted for adjudication. Buyer and Seller shall file all returns, declarations, reports, information returns and statements and other documents relating to Taxes (including amended returns and claims for refund) (“Tax Returns”) and information reports in a manner consistent with the definitive Allocation Schedule as determined or resolved by mutual agreement or the Independent Auditor in accordance with the foregoing. For the avoidance of doubt, all payments and adjustments made under this Section 1.05 shall constitute an adjustment to Purchase Price.

Allocation of Purchase Price. (a) No later than sixty Within ninety (6090) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3PR Closing Date, Purchaser Seller shall prepare and deliver to Seller Purchaser a draft of a statement statement, prepared in the manner and in the form mutually agreed between Seller and Purchaser at least thirty (30) days prior to the PR Closing (the “Form of Allocation Statement”), setting forth the calculation of the aggregate amount of consideration (including the Purchase Price and Assumed Liabilities) paid by Purchaser in respect of the Purchased Assets, and the proposed allocation of such consideration among the Purchased Assets (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code). If, If within thirty (30) calendar days of the after Purchaser’s receipt of the Draft Allocation Statement, Seller Purchaser shall not have objected in writing to such draftDraft Allocation Statement, then the Draft Allocation Statement shall become final. In the Final Allocation Statement, as defined below. If Seller event that Purchaser objects to the Draft Allocation Statement in writing within such thirty (30thirty-(30) calendar-day period, Seller and Purchaser and Seller shall negotiate in good faith to resolve the dispute and arrive at a final allocation statement. If the parties are unable to resolve any disputed items. If, within ninety such issue by thirty (9030) calendar days after the final determination date of receipt by Seller of the Adjusted Payment Amount request for changes, a nationally recognized, independent accounting firm selected by mutual agreement between Seller and Purchaser shall determine the allocation of the Purchase Price and Assumed Liabilities among the Purchased Assets in accordance with the procedures set forth in provisions of Section 3.33.3(c), Purchaser and Seller fail to agree on such allocationwhich shall apply mutatis mutandis (the allocation statement, any disputed aspects of such allocation shall be resolved as becomes final, as is agreed between the parties, or as determined by a nationally recognized the independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total considerationfirm, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than sixty (60) calendar Within ninety days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing, Purchaser Buyer shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth allocating the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement Purchase Price among the Purchased Assets for purposes of and the noncompete agreement set forth in Section 8.3 in accordance with Section 1060 of the CodeCode and the applicable Treasury Regulations. If, If within thirty (30) calendar days after delivery of the receipt of the Draft Allocation Statement, Seller shall not have objected notifies Buyer in writing of an objection to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowBuyer and Seller shall use their commercially reasonable efforts to resolve such dispute within twenty days. If Buyer and Seller objects are unable to the Draft Allocation Statement in writing within resolve such thirty (30) calendardispute during such twenty-day period, Purchaser Buyer and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by jointly select a nationally recognized independent accounting firm mutually acceptable to Purchaser resolve such dispute. Such accounting firm shall be requested to resolve such dispute and issue its written report to Buyer and Seller within thirty days after its engagement. One-half of the fees of such accounting firm shall be borne by Buyer, and one-half of such fees shall be borne Seller. The Seller and Buyer each agree to prepare and file on a timely basis Internal Revenue Service Form 8594 setting forth an allocation of the total considerationPurchase Price, as agreed upon by Purchaser pursuant to Section 1060 of the Code, in a manner consistent with the Allocation Statement, and agree to act in accordance with the Allocation Statement in the preparation of financial statements and filing of all Tax returns and in the course of any Tax audit, Tax review or Tax litigation relating thereto. Neither Buyer nor Seller (as a result of either Sellerwill assert that the allocation set forth in the Allocation Statement was not separately bargained for at arm’s failure to object length and in good faith. Not later than ten days prior to the Draft Allocation Statement or filing of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under their respective Form 8594 relating to this Section 3.9(a) (transaction, each party shall deliver to the “Final Allocation Statement”), shall be final and binding upon the parties. Each other party a copy of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmits Form 8594.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.it

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser Seller shall prepare and deliver to Seller Purchaser a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller Purchaser shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller Purchaser objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either SellerPurchaser’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Puxxxxxxx xnd Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a3.8(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than sixty The Purchase Price and the Assumed Liabilities (60) calendar days after hereinafter, the final determination of "Consideration"), to the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of extent properly taken into account under Section 1060 of the Code. If, within thirty (30) calendar days shall be allocated among the Acquired Assets, including the stock of the receipt Acquired Subsidiary, as set forth in this Section 2.08. No later than 30 days prior to the Closing, Buyer shall deliver to Seller a statement allocating the Consideration among the Acquired Assets, including the stock of the Draft Allocation StatementAcquired Subsidiary, in accordance with Code Section 1060 and the regulations promulgated thereunder (the "Allocation"). Seller shall not have objected a period of 10 days after the delivery of the Allocation to present in writing to such draftBuyer notice of any objections Seller may have to the Allocation. Unless Seller timely objects, the Draft Allocation Statement shall become be binding on the Final Allocation Statement, as defined belowparties without further adjustment. If Seller objects to shall raise any objections within the Draft Allocation Statement in writing within such thirty (30) calendar-10 day period, Purchaser Seller and Seller Buyer shall negotiate in good faith and use their best efforts to resolve any disputed itemssuch dispute. If, within ninety (90) calendar days after If the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller parties fail to agree on such allocationwithin 20 days after delivery of the notice, any then the disputed aspects of such allocation items shall be resolved by a nationally recognized independent mutually agreed upon "Big Six" accounting firm mutually acceptable to Purchaser and Seller(the "Accounting Referee") (which firm shall not be Ernst & Young or Coopers & Lybrand). The allocation of Accounting Referee shall resolve the total considerationdispute withix 00 xxys after having the dispute referred to it. The costs, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmthe Accounting Referee shall be borne equally by Buyer and Seller.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after Buyer and Seller shall treat the final determination acquisition of the Adjusted Payment Amount in accordance with Acquired Assets as an "applicable asset acquisition" within the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes meaning of Section 1060 of the CodeCode and accordingly hereby agree to allocate the Consideration (and all other capitalized costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule prepared after Closing ("Allocation Schedule") by Buyer; provided, however, that the parties agree that for purposes of Code Section 1060, the total amount of consideration allocable to the tangible depreciable assets of the Company shall equal the book value of such assets (as determined under GAAP) as of the Closing Date. IfIf Seller objects in writing to the Allocation Schedule prepared by Buyer within ten (10) days after receiving such allocation by Buyer, and Buyer and Seller do not reach agreement on the Allocation Schedule within thirty (30) calendar business days after such notification by Seller of the receipt of the Draft Allocation Statementits objection, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser Buyer and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after submit the final issue for determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm as shall be mutually acceptable to Purchaser Buyer and Seller. The allocation Seller for resolution of the total considerationdisagreement, as it being agreed upon by Purchaser that Buyer and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of will jointly share the fees and expenses of such accounting firmfirm and that any Allocation Schedule prepared by such accounting firm shall be binding on both Buyer and Seller. The Allocation Schedule shall be binding on the parties hereto, and Buyer and Seller agree to act (and cause their respective affiliates to act) in accordance with the Allocation Schedule in the preparation, filing and audit of any Tax Return, including Internal Revenue Service Form 8594, including any exhibits thereto (as well as any similar state, local or foreign form), and not to take (or permit any of their affiliates to take) any Tax, accounting or financial reporting position that is inconsistent with such Allocation Schedule, unless required to do so pursuant to a final determination as defined in Code Section 1313(a).

Allocation of Purchase Price. (a) No later than sixty ninety (6090) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. Within twenty (a20) No later than sixty (60) calendar days after Business Days following the final determination date hereof, the Company shall deliver to the Lead Purchasers its suggestion for the allocation of the Adjusted Payment Amount Purchase Price among columns 7, 8 and 9 of Exhibit A-1 hereto (the “Proposed Purchase Price Allocation”). The Proposed Purchase Price Allocation shall be reasonable and shall be prepared in accordance with the procedures set forth fair market value of the Shares, Warrants and Tranche 1 Notes. If the Lead Purchasers disagrees with the Proposed Purchase Price Allocation, it shall notify the Company in Section 3.3, Purchaser shall prepare and deliver to Seller a draft writing within ten (10) Business Days of a statement its suggested allocation of the Purchase Price (the “Draft Allocation StatementDispute Notice”) setting forth and the allocation of parties shall in good faith try to resolve any differences between them. In the total consideration paid by Purchaser event that the parties are unable to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, resolve their differences within thirty (30) calendar days of after the receipt of the Draft Allocation StatementDispute Notice, Seller shall not have objected in writing to such draftunless otherwise agreed by the parties, the Draft matter shall be referred to an independent accounting or valuation firm acceptable to both parties to decide between the Proposed Purchase Price Allocation Statement shall become and the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures allocation set forth in Section 3.3the Dispute Notice, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of such accounting or valuation firm shall be final. The party whose allocation was not accepted shall bear the costs of the accounting or valuation firm, otherwise each party shall bear their own costs. The parties shall each file their tax returns consistently with the allocation of the total considerationPurchase Price, except that the parties as finally determined in accordance with this Section 2(b) and Exhibit A-1 shall each pay one-half (50%) of the fees and expenses of be updated to reflect such accounting firmallocation.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Parties agree to allocate the final determination Purchase Price to be paid for the Purchased Assets in accordance with Section 1060 of the Adjusted Payment Amount Code. The Parties agree that Buyer shall prepare and provide to Seller a draft allocation of the Purchase Price among the Purchased Assets forty-five (45) days before the Closing Date using estimated fair value for the assets at that time. Seller shall notify Buyer within thirty (30) days of receipt of such draft allocation of any objection Seller may have thereto. Unless Seller delivers a notice of objection with respect to the allocation of the Purchase Price by the conclusion of such thirty (30) day period, the draft allocation provided by Buyer to Seller pursuant to the second sentence of this Section 2.7 shall become final and binding upon the Parties using the updated fair value on the Closing Date. The Parties agree to resolve any disagreement with respect to such allocation in good faith. If a resolution of such disagreement has not been effected within fifteen (15) days (or longer, as mutually agreed by the Parties) after delivery of an objection by Seller, then the Parties shall submit such disagreement for determination by a third-party accounting firm mutually agreeable to the Parties and such determination shall be binding on the Parties. In addition, the Parties hereby undertake and agree to file timely any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060(b) of the Code, and shall use the allocation determined pursuant to this Section 2.7 in connection with the preparation of IRS Form 8594 as such form relates to the acquisition of the Purchased Assets. None of the Parties shall file any Tax Return or other document or otherwise take any position which is inconsistent with the allocation determined pursuant to this Section 2.7, except as may be adjusted by subsequent agreement following an audit by the IRS or by an Order; provided that none of the Parties (nor their respective Affiliates) shall be obligated to litigate any challenge to such allocation of the Purchase Price by any Governmental Body. Any indemnification payment treated as an adjustment to the Purchase Price under Section 6.6(e) hereof shall be reflected as an adjustment to the price allocated to the specific asset, if any, giving rise to the adjustment, and if any such adjustment does not relate to a specific asset such adjustment shall be allocated among the Purchased Assets in a manner consistent with the allocation prepared in accordance with the procedures set forth in this Section 3.32.7, Purchaser and the Parties shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate cooperate with each other in good faith to resolve any disputed items. If, within ninety (90) calendar days after promptly amend the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such Purchase Price allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Selleras applicable. The Parties shall promptly inform one another of any challenge by any Governmental Body to any allocation of the total consideration, as agreed upon by Purchaser made pursuant to this Section 2.7 and Seller (as a result of either Seller’s failure agree to object consult with and keep one another informed with respect to the Draft Allocation Statement state of, and any discussion, proposal or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”)submission with respect to, shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmchallenge.

Allocation of Purchase Price. Within one hundred twenty (a120) No later than sixty (60) calendar days after following the final determination of Effective Time, the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser Buyer shall prepare and deliver to Seller Sellers a draft schedule of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement Purchase Price and the Assumed Liabilities among the Purchased Assets for purposes of Section 1060 of and the other covenants and agreements set forth herein in accordance with the Code, Treasury Regulations and applicable Legal Requirements (the "Allocation Schedule"). If, The Allocation Schedule shall be deemed final unless the Sellers notify the Buyer in writing that the Sellers object to one or more items reflected in the Allocation Schedule within thirty (30) calendar days after delivery of the receipt Allocation Schedule to the Sellers (provided, however, that no such objection shall be asserted by the Sellers which would reduce or eliminate the Buyer’s ability to deduct amortization from taxable income, absent violation of applicable Law or manifest error). In the Draft Allocation Statement, Seller shall not have objected in writing to event of any such draftobjection, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller Parties shall negotiate in good faith to resolve such dispute; provided, however, that if the Parties are unable to resolve any disputed items. If, dispute with respect to the Allocation Schedule within ninety thirty (9030) calendar days after the final determination delivery of the Adjusted Payment Amount in accordance with Allocation Schedule to the procedures set forth in Section 3.3Sellers, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation dispute shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Sellerthe Independent Accounting Firm. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmfirm shall be borne one-half by each of the Sellers and Buyer. The Parties agree to use the Allocation Schedule for all tax and reporting purposes, including but not limited to Internal Revenue Service Form 8594, and not to take any contrary position with respect thereto. In the event of an adjustment pursuant to this Agreement, the Allocation Schedule shall be revised accordingly by the Parties as soon as reasonably practicable. The Buyer and Sellers shall take all actions and file all Tax Returns (including but not limited to Internal Revenue Service Form 8594) consistent with such revised allocation unless required to do otherwise by law.

Allocation of Purchase Price. Not less than 30 days prior to the Closing, the Purchaser shall deliver to the Seller a draft statement (athe "ALLOCATION STATEMENT") No later than sixty (60) calendar proposing to allocate the Estimated Purchase Price among the Shares. The Allocation Statement shall be adjusted to reflect any revisions to the Purchase Price made pursuant to Section 1.4. Within 30 days after the final determination Purchaser delivers the draft Allocation Statement to the Seller, the Seller shall notify the Purchaser of the Adjusted Payment Amount existence of any objection (specifying in accordance with reasonable detail the procedures set forth in Section 3.3, Purchaser shall prepare nature and deliver basis of such objection) the Seller may have to Seller a the draft of a statement (the “Draft Allocation Statement”) setting forth . The Purchaser and the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate promptly endeavor in good faith to resolve any such objection. If the Seller and the Purchaser fail to resolve such objection within 30 days, the Accountants shall determine whether the allocation was reasonable and, if not reasonable, shall appropriately revise the draft Allocation Statement. If the Seller does not respond within 30 days, or upon resolution of any disputed items. If, within ninety the allocation reflected on the Allocation Statement (90as revised, if applicable, by the mutual agreement of the Purchaser and the Seller or by the Accountants) calendar days after shall be the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of the Seller and the Purchaser shall adhere to, and Seller be bound by, the final Allocation Statement for U.S. federal Income Tax purposes and shall bear all fees and costs incurred take no position contrary to the final Allocation Statement unless required to do so by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmapplicable Tax Law.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty forty-five (3045) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty forty-five (3045) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. Purchaser and the Sellers agree that the Purchase Price (aincluding assumed liabilities) No later than sixty (60) calendar days after shall be allocated among the final determination assets of the Adjusted Payment Amount Company based upon the fair market values thereof in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) Within the latter of 90 calendar days after the Closing Date or determination of the receipt of Final Working Capital Amount, Parent shall cause to be delivered to Agent the Draft Allocation Statement, Seller initial asset allocation statement on Internal Revenue Service Form 8594 (or successor form) on a basis consistent with the principles set forth on Schedule 10.09 (the “Initial Allocation”). Agent shall not have objected the right to review and raise any objections with Parent in writing to such draftthe Initial Allocation within 30 calendar days after the receipt thereof. If Agent does not timely raise any objections, the Draft Initial Allocation Statement shall become the “Final Allocation StatementAllocation.” If Agent disagrees with respect to any material item in the Initial Allocation, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller Parties shall negotiate in good faith to resolve any disputed itemsthe dispute. IfIf the Parties are unable, within ninety (90) 20 calendar days after receipt by Parent of such notice of objections, to resolve the final determination of disputed items, such disputed items will be referred to the Adjusted Payment Amount Accounting Firm and, except as set forth specifically in accordance with this Section 10.09, the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation 2.04(c) shall be resolved by a nationally recognized independent accounting firm mutually acceptable followed and apply with respect to Purchaser and Sellersuch dispute mutatis mutandis. The allocation of the total considerationAccounting Firm shall, within 60 calendar days, deliver to Parent and Agent a written report setting forth its determination as agreed upon by Purchaser to such disputed items (and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”only such disputed items), shall and its determinations will be final conclusive and binding upon the partiesParties thereto for purposes of the Final Allocation. Each of Purchaser The Accounting Firm’s fees, costs and Seller expenses shall bear all fees be borne equally by each Party. Parent and costs incurred by it the Sellers agree to report the transactions contemplated herein in connection accordance with the Final Allocation for all Tax reporting purposes and to not take any position during the course of any audit or other proceeding inconsistent with the Final Allocation, unless required by a final non-appealable determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmapplicable Governmental Authority.

Allocation of Purchase Price. (a) No later than sixty (60) calendar Buyer shall, within 120 days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing Date, Purchaser shall prepare and deliver to Seller Sellers a draft of a statement schedule (the “Draft Allocation StatementSchedule”) setting forth allocating the allocation of Purchase Price and the total consideration paid by Purchaser to Seller pursuant to this Agreement Assumed Liabilities among the Acquired Assets for purposes in accordance with Treasury Regulation Section 1.1060-1 (or any comparable provisions of Section 1060 of state or local tax law) or any successor provision. ATI may propose to Buyer specific changes in the Code. If, Allocation Schedule within thirty ten (3010) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected thereof. If no such changes are proposed in writing to Buyer within such drafttime, Sellers will be deemed to have agreed to the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowSchedule. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day periodchanges are proposed, Purchaser Buyer and Seller shall ATI will negotiate in good faith and will use their best efforts to agree upon the Purchase Price allocation. If Buyer and ATI cannot mutually resolve any disputed items. IfATI’s reasonable objections to the Allocation Schedule within ten (10) days after Buyer’s receipt of such objections, such dispute with respect to the Allocation Schedule shall be presented to the Accounting Referee, on the next day for a decision that shall be rendered by the Accounting Referee within ninety (90) thirty calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser thereafter and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon each of the parties. Each of Purchaser The fees, costs and Seller shall bear all fees and costs expenses incurred by it in connection therewith shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the determination Allocation Schedule, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings). Buyer and Sellers shall cooperate in the filing of any forms (including Form 8594) with respect to such allocation. Notwithstanding any other provisions of this Agreement, the allocation of foregoing agreement shall survive the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmClosing Date.

Allocation of Purchase Price. The Purchase Price shall be allocated among the Assets in accordance with a schedule (athe "Allocation Schedule") No later than sixty to be prepared by the Purchaser. The Allocation Schedule shall be delivered by the Purchaser to the Seller at least ten (6010) calendar days prior to Closing and, subject to this Section 8.3(b), shall be incorporated into this Agreement as Schedule 8.3(b) hereto. If the Seller does not notify the Purchaser within five (5) days of receipt of the Allocation Schedule of a dispute of such allocation, the Allocation Schedule shall be incorporated herein as set forth above. If the Seller timely notifies the Purchaser of any such dispute, the Seller and the Purchaser shall cooperate and use their reasonable best efforts in reaching a mutually satisfactory agreement regarding the Allocation Schedule. If, prior to the Closing Date, the Seller and the Purchaser are unable to reach a mutually satisfactory agreement regarding the Allocation Schedule, then the Seller and the Purchaser shall submit any matters in dispute to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Seller and the Purchaser (the "CPA Firm"), which CPA Firm will resolve the dispute in a fair and equitable manner within 30 days after the parties have presented their arguments to the CPA Firm, which decision shall be final, conclusive and binding on all parties. The final determination of Allocation Schedule, determined in the Adjusted Payment Amount manner described in accordance this Section 8.3(b), shall comply with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes provisions of Section 1060 of the Code. If, within thirty (30) calendar days and each of the receipt Seller and the Purchaser shall timely file any forms required to be filed under Section 1060 of the Draft Allocation Statement, Code and any corresponding provision of state or local Tax law. The Seller shall not have objected in writing and the Purchaser each agree (i) to such draft, reflect the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount Assets on their respective books for tax reporting purposes in accordance with the procedures set forth Allocation Schedule, (ii) to file all Tax Returns and determine all Taxes in Section 3.3, Purchaser accordance with and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding based upon the parties. Each of Purchaser Allocation Schedule and Seller shall bear all fees and costs incurred by it (iii) not to take any position inconsistent with such Allocation Schedule in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmany audit or judicial or administrative proceeding or otherwise.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Adjustment Date, Purchaser Seller shall prepare and deliver to Seller Purchaser a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Acquired Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller Purchaser shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller Purchaser objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Adjustment Date, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either SellerPurchaser’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) 3.9, (the “Final Allocation Statement”), ) shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement, except as otherwise required by Law.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized an independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. Seller, Shareholders and Buyer agree that the Purchase Price and the Assumed Liabilities (aplus other relevant items) No later than sixty shall be allocated among the Purchased Assets for all purposes (60including Tax and financial accounting) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures as set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft 1.06 of a statement the Disclosure Schedules (the “Draft Allocation StatementSchedule”) setting forth the allocation ). A draft of the total consideration paid Allocation Schedule shall be prepared by Purchaser Buyer and delivered to Seller within ten business days following the determination of the Post-Closing Adjustment and the Final Working Capital Statement, in each case as defined in and pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeT&L APA. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowSchedule. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Draft Allocation Statement in writing within such thirty (30) calendar-day periodSchedule, Purchaser Seller and Seller Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any disputed items. Ifdispute with respect to the Allocation Schedule within thirty (30) days thereafter, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation dispute shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Sellerthe Independent Accountant. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmfirm shall be borne equally by Seller and Shareholders, on the one hand, and Buyer, on the other hand. Buyer, Seller and Shareholders shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. Neither Buyer, Seller nor any of the Shareholders shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such Allocation Schedule unless required to do so by applicable law. For purposes of this Agreement, the term “Independent Accountant” means such independent accountant as agreed between the Parties.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Adjustment Date, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-calendar day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Adjustment Date, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) ), (the “Final Allocation Statement”), ) shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than Buyer shall prepare and deliver to Seller, within sixty (60) calendar days after of the final determination of the Adjusted Payment Amount in accordance with Closing Working Capital Amount, a proposed allocation of the procedures set forth in Section 3.3, Purchaser shall prepare and deliver purchase price consideration for the Company assets deemed to have been sold by Seller a draft of a statement to the Buyer (the “Draft Allocation StatementProposed Allocation”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Codeincome Tax purposes. If, within Within thirty (30) calendar days of Buyer’s delivery of the Proposed Allocation, Seller may deliver written notice (a “Protest Notice”) to Buyer of any objections, specifying any contested items and the basis therefor, which Seller may have to the Proposed Allocation. The failure of Seller to deliver such Protest Notice within the prescribed time period will constitute Seller’s acceptance of the Proposed Allocation. Upon receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draftProposed Allocation, the Draft Allocation Statement shall become parties and their accountants will be given reasonable access to the Final Allocation StatementCompany’s relevant books and records, as defined belowworkpapers and personnel for the purpose of verifying such allocation. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser Buyer and Seller shall negotiate in good faith are unable to resolve any disputed items. Ifdisagreement with respect to the Proposed Allocation within fifteen (15) days following Buyer’s receipt of the Protest Notice, then the items in dispute shall be referred to the Arbitrating Accountant for final determination within ninety forty-five (9045) calendar days after days, at the final determination of parties’ mutual 50-50 expense. Once the Adjusted Payment Amount allocation has been finally determined in accordance with the procedures set forth in this Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object so determined and as may be adjusted pursuant to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (preceding sentence, the “Final Allocation StatementAllocation”), it shall be final binding on Buyer, Seller and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmCompany.

Allocation of Purchase Price. (ai) No The Parties agree that, for financial accounting purposes, federal income tax purposes, and any applicable state tax purposes, the purchase price, plus any liabilities treated as amounts realized for U.S. federal income tax purposes, shall be allocated among the Subject Interests and the underlying assets in the Partnership (the “Allocations”). As promptly as practicable, but in no event later than sixty ninety (6090) calendar days after the final determination of Closing Date, the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser ONEOK Parties shall prepare and deliver to Seller the Xxxxxx Parties a draft of a statement schedule (the “Draft Allocation StatementSchedule”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeONEOK Parties’ proposed Allocations. If, within The Xxxxxx Parties shall have thirty (30) calendar days of to review the receipt of Allocation Schedule and shall notify the Draft Allocation Statement, Seller shall not have objected ONEOK Parties in writing to such draft, of any disputes with the Draft proposed Allocations as set forth in the Allocation Statement shall become the Final Allocation Statement, as defined belowSchedule. If Seller objects to the Draft Allocation Statement in writing Xxxxxx Parties do not provide notice of any such dispute within such thirty (30) calendar-day period, Purchaser and Seller the Xxxxxx Parties shall be deemed to have agreed to the Allocations as proposed by the ONEOK Parties. If the Xxxxxx Parties provide notice of any such dispute within such thirty (30) day period, the Parties shall negotiate in good faith to resolve any disputed items. If, within ninety such dispute prior to the date that is sixty (9060) calendar days after prior to the final determination due date of the Adjusted Payment Amount tax returns (excluding any extension) that reflect the Allocations. The Allocations as finally determined pursuant to this Section 1(c)(i) shall be incorporated into a final Allocation Schedule (which shall thereafter be the “Allocation Schedule” referenced in accordance this Agreement), and all tax returns filed by any Party and each of their Affiliates shall be prepared consistently with such Allocations. If the procedures set forth in Section 3.3, Purchaser and Seller fail Parties are unable to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total considerationPurchase Price as contemplated above, except that the parties shall then each pay one-half (50%) of the fees and expenses of Party may file any related Tax forms required by any Governmental Entity in a manner consistent with such accounting firmParty’s proposed allocation.

Allocation of Purchase Price. (a) No Seller and Purchaser agree to use their respective best efforts to enter into an agreement (an “Allocation Schedule”) as soon as practicable (but in any event no later than sixty (60) calendar 100 days after the final determination Closing Date) to allocate the Purchase Price, the Assumed Liabilities, and all other relevant items among the Purchased Assets sold by each Selling Party to each Purchasing Party, and among the IP Rights, the Transferred Trademarks, the Transferred IP Licenses and the Manufacturing Trademark License Agreement for all applicable Tax purposes. Seller shall prepare a statement setting forth a proposed computation and allocation of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement aggregate purchase price (the “Draft Allocation StatementInitial Computation”) setting forth and submit it to Purchaser no later than 30 days after the allocation of the total consideration paid by Purchaser to Seller Adjustment Calculation is completed pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code3.3. If, within thirty (30) calendar seven days of the Purchaser’s receipt of the Draft Allocation StatementInitial Computation, Seller Purchaser shall not have objected in writing to such draftInitial Computation, the Draft Allocation Statement Initial Computation shall become the Final Allocation Statement, as defined belowSchedule. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar 21 days after the final determination Purchaser’s receipt of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Initial Computation, Seller and Purchaser and Seller fail to agree on such allocationhave not agreed upon an Allocation Schedule, any disputed aspects of such allocation the Allocation Schedule shall be resolved within 60 days of Purchaser’s receipt of the Initial Computation, by a nationally recognized independent law firm or accounting firm mutually acceptable to Seller and Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation StatementNeutral Arbiters”), which shall resolve such dispute pursuant to, first, the terms of this Agreement and, second, the application of applicable Tax laws to the relevant facts. The decision of the Neutral Arbiters shall be final final, and binding upon the parties. Each of Purchaser costs, expenses and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of Neutral Arbiters shall be borne equally by Seller and Purchaser. After the total Closing, from time to time, Seller and Purchaser shall agree upon revisions to the Allocation Schedule to reflect any adjustments to the consideration, except that . Any disputes regarding such revisions to the parties Allocation Schedule shall each pay one-half (50%) of be resolved by the fees and expenses of such accounting firmNeutral Arbiter.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Final Payment Amount in accordance with the procedures set forth in Section 3.33(b), Purchaser Buyer shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser Buyer to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such a draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowhereinafter defined. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser Buyer and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Final Payment Amount in accordance with the procedures set forth in Section 3.33(b), Purchaser Buyer and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser Buyer and Seller. The allocation of the total consideration, as agreed upon by Purchaser Buyer and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser Buyer and Seller) or determined by an accounting firm under this Section 3.9(a4(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser Buyer and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than sixty thirty (6030) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets and Real Property for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a3.8(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than sixty (60) calendar The Purchase Price, the Assumed Liabilities, and all other capitalized costs, shall be allocated among the Transferred 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. Within 30 days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing Date, Purchaser shall prepare and will deliver to Seller a draft of a for Seller’s review and comment, an allocation statement (the “Draft Allocation Statement”) ), setting forth its calculation of the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement sum of the Purchase Price and the Assumed Liabilities and all other capitalized costs among the Transferred Assets for purposes of in accordance with Section 1060 of the Code, along with all reasonable supporting documentation. If, within thirty (30) calendar days Purchaser shall consider in good faith all reasonable comments of Seller with respect to the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed itemsdisagreements with respect to the Allocation Statement. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail and their respective Affiliates shall report, act and file Tax Returns, including, but not limited to agree on such allocationIRS Form 8594, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser in all respects and Seller. The allocation of for all purposes consistent with the total consideration, as final Allocation Statement agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”)or, shall be final and binding upon the parties. Each of if Purchaser and Seller do not agree, as prepared by Purchaser). Seller shall bear timely and properly prepare, execute, file and deliver all fees such documents, forms and costs incurred by it other information as Purchaser may reasonably request in connection with the determination of the Allocation Statement. Neither Purchaser nor Seller shall take any position, whether in audits, Tax Returns or otherwise, that is inconsistent with such final allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmunless required to do so by applicable law.

Allocation of Purchase Price. Within forty-five (a45) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount applicable Final Amounts Schedule in accordance with Section 2.07, the procedures set forth in Section 3.3, Purchaser Buyer shall prepare and deliver to Seller the Sellers a schedule (the “Allocation Schedule”) allocating the portion of the Purchase Price paid at the applicable Closing (together with the applicable Assumed Liabilities and any other items treated as consideration for the applicable Transferred Assets for Tax purposes) among the applicable Transferred Assets; provided, however, that, in any event, the Buyer will deliver a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of schedule with respect to the total consideration paid by Purchaser Initial Closing to Seller pursuant to this Agreement among the Assets for purposes of Sellers no later than July 31, 2017. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the CodeCode and the Treasury Regulations thereunder. If, Such allocation shall be deemed final unless the Sellers shall have notified the Buyer in writing of any disagreement with the Allocation Schedule within thirty (30) calendar days after submission thereof by the Buyer. In the event of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draftdisagreement, the Draft Allocation Statement Buyer and the Sellers shall become use reasonable efforts to reach agreement on a reasonable allocation. In the Final Allocation Statementevent that the Buyer and the Sellers do not reach an agreement, the Arbitrator shall make a determination as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day periodeach disputed item, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final which determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the partiesBuyer and the Sellers. Each of Purchaser The Buyer and Seller shall bear the Sellers agree to file their respective Internal Revenue Service Forms 8594, and all fees federal, state, and costs incurred by it local Tax Returns, in connection accordance with the determination of Allocation Schedule as finally determined under this Section 2.09. The Buyer and the allocation of Sellers each agree to provide the total consideration, except that other promptly with any other information required to complete the parties shall each pay one-half (50%) of the fees Allocation Schedule and expenses of such accounting firmtheir Forms 8594.

Allocation of Purchase Price. (a) No later than sixty Within ninety (6090) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3USVI Closing Date, Purchaser Seller shall prepare and deliver to Seller Purchaser a draft of a statement statement, prepared in the manner and in the form mutually agreed between Seller and Purchaser at least thirty (30) days prior to the USVI Closing (the “Form of Allocation Statement”), setting forth the calculation of the aggregate amount of consideration (including the Purchase Price and Assumed Liabilities) paid by Purchaser in respect of the Purchased Assets, and the proposed allocation of such consideration among the Purchased Assets (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code). If, If within thirty (30) calendar days of the after Purchaser’s receipt of the Draft Allocation Statement, Seller Purchaser shall not have objected in writing to such draftDraft Allocation Statement, then the Draft Allocation Statement shall become final. In the Final Allocation Statement, as defined below. If Seller event that Purchaser objects to the Draft Allocation Statement in writing within such thirty (30thirty-(30) calendar-day period, Seller and Purchaser and Seller shall negotiate in good faith to resolve the dispute and arrive at a final allocation statement. If the parties are unable to resolve any disputed items. If, within ninety such issue by thirty (9030) calendar days after the final determination date of receipt by Seller of the Adjusted Payment Amount request for changes, a nationally recognized, independent accounting firm selected by mutual agreement between Seller and Purchaser shall determine the allocation of the Purchase Price and Assumed Liabilities among the Purchased Assets in accordance with the procedures set forth in provisions of Section 3.33.3(c), Purchaser and Seller fail to agree on such allocationwhich shall apply mutatis mutandis (the allocation statement, any disputed aspects of such allocation shall be resolved as becomes final, as is agreed between the parties, or as determined by a nationally recognized the independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total considerationfirm, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than Within sixty (60) calendar days Business Days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing Date, Purchaser (i) Seller shall prepare and deliver to Seller Purchaser a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation its proposed calculation of the total aggregate amount of consideration paid by Purchaser to Seller pursuant to this Agreement among in respect of the Assets for purposes of Transferred Operations and the proposed allocation in accordance with Section 1060 of the CodeCode of such aggregate amount among the Transferred Assets. If, If within thirty (30) calendar days of the after Purchaser’s receipt of the Draft draft Allocation Statement, Seller Purchaser shall not have objected in writing to such draftdraft statement, the Draft Allocation Statement then such draft statement shall become the Final Allocation StatementAllocation, as defined below. If Seller In the event that Purchaser objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day 30)-day period, Seller and Purchaser and Seller shall negotiate in good faith to resolve any disputed itemsthe dispute. If, If Seller and Purchaser are unable to agree upon an allocation within ninety thirty (9030) calendar days after timely objection by Purchaser to the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3draft Allocation Statement, Purchaser and Seller fail to agree on such allocationthen, any disputed aspects of such allocation shall be resolved determined, within a reasonable time by a nationally recognized independent accounting firm mutually acceptable to selected by mutual agreement between Seller and Purchaser. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. The allocation consisting of the items agreed between Purchaser and SellerSeller and, if applicable, the items determined by such accounting firm shall become the Allocation Statement. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Sellerthe Purchaser’s failure to object to the Draft Allocation Statement or of good good-faith negotiations between Purchaser and Seller) or determined by an accounting a firm of accountants under this Section 3.9(a3.3(a) (the “Final Allocation StatementAllocation”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No Seller and Purchaser agree to use their respective best efforts to enter into an agreement (an “Allocation Schedule”) as soon as practicable (but in any event no later than sixty (60) calendar 100 days after the final determination Closing Date) to allocate the Purchase Price, the Assumed Liabilities, and all other relevant items among the Purchased Assets sold by each Selling Party to each Purchasing Party, and among the IP Rights, the Transferred Trademarks, the Transferred IP Licenses and the Manufacturing Trademark License Agreement for all applicable Tax purposes. Seller shall prepare a statement setting forth a proposed computation and allocation of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement aggregate purchase price (the “Draft Allocation StatementInitial Computation”) setting forth and submit it to Purchaser no later than 30 days after the allocation of the total consideration paid by Purchaser to Seller Adjustment Calculation is completed pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code3.3. If, within thirty (30) calendar seven days of the Purchaser’s receipt of the Draft Allocation StatementInitial Computation, Seller Purchaser shall not have objected in writing to such draftInitial Computation, the Draft Allocation Statement Initial Computation shall become the Final Allocation Statement, as defined belowSchedule. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar 21 days after the final determination Purchaser’s receipt of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Initial Computation, Seller and Purchaser and Seller fail to agree on such allocationhave not agreed upon an Allocation Schedule, any disputed aspects of such allocation the Allocation Schedule shall be resolved within 60 days of Purchaser’s receipt of the Initial Computation, by a nationally recognized independent law firm or accounting firm mutually acceptable to Seller and Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation StatementNeutral Arbiters”), which shall resolve such dispute pursuant to, first, the terms of this Agreement and, second, the application of applicable Tax laws to the relevant facts. The decision of the Neutral Arbiters shall be final final, and binding upon the parties. Each of Purchaser costs, expenses and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of Neutral Arbiters shall be EXECUTION VERSION borne equally by Seller and Purchaser. After the total Closing, from time to time, Seller and Purchaser shall agree upon revisions to the Allocation Schedule to reflect any adjustments to the consideration, except that . Any disputes regarding such revisions to the parties Allocation Schedule shall each pay one-half (50%) of be resolved by the fees and expenses of such accounting firmNeutral Arbiter.

Allocation of Purchase Price. (a) No later than sixty Seller and Purchaser shall allocate the Purchase Price (60and Assumed Liabilities, to the extent properly taken into account under the Code) calendar days after among the final determination Purchased Assets and the covenant not to compete contained in Section 6.06 and the assets, properties and rights that are the subject of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Intellectual Property License Agreement for Tax purposes according to their market value and, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of where applicable, Section 1060 of the Code, the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”). IfThe Allocation shall be prepared by Purchaser, and within thirty (30) calendar 120 days after the Closing Date or as soon as reasonably practicable thereafter, Purchaser shall deliver the Allocation to Seller for its review and approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, solely with respect to the assets, properties and rights that are the subject of the receipt of the Draft Intellectual Property License Agreement, Purchaser shall deliver a draft Allocation Statement, to Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects 10 days prior to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Closing Date or as soon as reasonably practicable thereafter. Purchaser and Seller shall negotiate file all Tax Returns (including Internal Revenue Service Form 8594) with respect to the Transactions consistently with the Allocation. Purchaser and Seller shall work in good faith to resolve any disputed itemsdisputes relating to the Allocation within 30 days. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, If Purchaser and Seller fail are unable to agree on resolve any such allocationdispute, any disputed aspects of such allocation dispute shall be resolved promptly by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation , the costs of the total consideration, as agreed upon which shall be borne by Purchaser and and/or Seller (as a result of either Seller’s failure to object pursuant to the Draft Allocation Statement or principles of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”2.08(c), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser Seller shall prepare and deliver to Seller Purchaser a draft of a statement setting forth the allocation of the Purchase Price, the Assumed Liabilities and any other liability or other amount of consideration that is properly included in the amount realized by Seller or cost basis to Purchaser with respect to the P&A Transaction in accordance with Section 1060 of the Code (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code). If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller Purchaser shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller Purchaser objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either SellerPurchaser’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Seller and the final determination Buyer agree to determine for Income Tax and Tax purposes the amount of and allocate the Adjusted Payment Amount Purchase Price and Assumed Liabilities among the Purchase Assets in accordance with the procedures set forth fair market value of the Purchased Assets. Within 120 days after the Closing Date, the Buyer shall provide to the Seller copies of IRS Form 8594 and any required exhibits thereto, prepared in accordance with Section 3.3, Purchaser shall prepare and deliver to Seller a draft 1060 of a statement the Code (the “Draft Allocation Statement”) setting forth ), with the Buyer’s proposed allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets (as determined for purposes of Section 1060 1060). The Allocation Statement shall be amended within 15 days of any final adjustment under Section 3.3, to reflect any such payment in the Allocation Statement. The Seller shall review the Allocation Statement and, to the extent the Seller in good faith disagrees with the content of the CodeAllocation Statement, the Seller shall, within 30 days after receipt of the Allocation Statement, provide written notice to the Buyer of such disagreement, which notice shall contain specific items of disagreement and reasons therefor. If the Seller does not object by written notice within such 30-day period, the Buyer’s Allocation Statement shall be final, binding and conclusive for all Income Tax and Tax purposes. If, however, the Parties are unable to agree on the Allocation Statement within thirty (30) calendar days of the Buyer’s receipt of the Draft Seller’s written notice objecting to the Allocation Statement, the items in dispute shall be resolved by the Neutral Auditor. Promptly, but not later than 15 days after its acceptance of appointment hereunder, the Neutral Auditor will determine (based solely upon representations of the Buyer and the Seller and not by independent review) only those matters in dispute, and will render a written report as to the disputed matters and the resulting allocation of the consideration, which report shall not have objected in writing be conclusive and binding upon the Parties. The fees, expenses and costs of the Neutral Auditor shall be borne equally by the Parties. No Party shall take any position inconsistent with the Allocation Statement (or any adjustment to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowmodified by the Neutral Auditor or contemplated by the next sentence) for Income Tax and Tax reporting purposes (including on IRS Form 8594), except as required otherwise by applicable Law. If Seller objects Any adjustments to the Draft Allocation Statement in writing within consideration shall be allocated as provided by Treasury Regulation § 1.1060-1(c). In the event that the allocation as determined hereunder is disputed by any Tax Authority, the Party receiving notice of such thirty (30) calendar-day period, Purchaser dispute shall promptly notify and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance consult with the procedures set forth in Section 3.3, Purchaser other Parties and Seller fail to agree on such allocation, any disputed aspects keep the other Parties apprised of material developments concerning resolution of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmdispute.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Purchase Price plus Assumed Liabilities, to the final determination of extent properly taken into account under the Adjusted Payment Amount Code and the Treasury Regulations, shall be allocated among the Assets in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty Code and the Treasury Regulations (30) calendar days of the receipt of the Draft “Proposed Allocation Statement”), Seller which shall not have objected in writing be delivered by the Sellers’ Representative to such draft, Purchaser within 30 days following the Draft Allocation Statement shall become date on which the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Closing Working Capital Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount has been finally determined in accordance with Section 3.6(b)(iii) or 3.6(b)(iv) for Purchaser’s review, comment and consent, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall provide the procedures set forth Sellers’ Representative any comments on such allocation within 60 days after receipt thereof, and the Sellers’ Representative shall consider such comments in Section 3.3, good faith. Purchaser and Seller fail Sellers’ Representative’s shall make a good faith effort to agree on such allocation. In the event the parties cannot agree on such allocation, any disputed aspects of such allocation it shall be resolved by a nationally recognized independent accounting firm mutually acceptable referred to the Neutral Auditor. Each of the Sellers’ Representative and Purchaser and Sellershall present its position to the Neutral Auditor, which shall decide which position shall be adopted. The allocation Neutral Auditor shall hold no ex-parte discussions or conferences with any party. The decision of the total considerationNeutral Auditor shall be final and binding, and its fees and costs shall be paid one-half by the Hatteras Sellers and one-half by Purchaser. The Proposed Allocation Statement, as amended to reflect agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (resolved changes, shall become the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it the Hatteras Sellers agree to revise the Final Allocation Statement from time to time to reflect any Deferred Payments or Assumed Liabilities, in connection with either case to the determination extent not previously taken into account for purposes of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmFinal Allocation Statement.

Allocation of Purchase Price. (a) No later than sixty Within ninety (6090) calendar days after the final Closing Date or thirty (30) days following the determination of the Adjusted Payment Amount Working Capital Adjustment (whichever is later), Purchaser shall deliver to Seller an allocation of the Purchase Price (together with liabilities treated as assumed by Purchaser for federal income tax purposes and other capitalized costs) among the assets of the Company and the Canadian Assets in accordance with Section 1060 of the procedures set forth in Section 3.3, Purchaser shall prepare Code and deliver to Seller a draft of a statement the rules and regulations promulgated by the Treasury Department (the “Draft Proposed Asset Allocation”). Seller will have the right to object to any item in the Proposed Asset Allocation Statement”within thirty (30) setting forth the allocation days of the total consideration paid by Purchaser delivery of the Proposed Asset Allocation. If Seller does not object to Seller pursuant to this Agreement among the Assets Proposed Asset Allocation, then the Proposed Asset Allocation will become the final allocation for purposes of Section 1060 of the CodeCode (such final allocation or a final allocation determined by the Accounting Referee pursuant to this Section 1.3(a) referred to herein as the “Final Asset Allocation”). IfIf Seller objects to any item in the Proposed Asset Allocation, Seller and the Purchaser shall cooperate in good faith to resolve the dispute within thirty (30) calendar days days. If, at the end of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Seller and the Purchaser and Seller shall negotiate in good faith are unable to resolve any disputed items. Ifthe dispute, within ninety (90) calendar days after then the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation dispute shall be resolved by a nationally recognized independent accounting firm mutually acceptable referred to Purchaser and Sellerthe Accounting Referee for resolution. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) a percentage of the fees and expenses of such accounting firmthe Accounting Referee that is equal to the percentage of the total dollar amount of changes to the Proposed Asset Allocation proposed by Seller that are successful, and Seller shall bear and pay a percentage of the fees and expenses of the Accounting Referee that is equal to the percentage of the total dollar amount of changes to the Proposed Asset Allocation proposed by Seller that are not successful, in each case, as determined by the Accounting Referee. The determination of the Accounting Referee shall be set forth in a written statement delivered to the parties and shall be final, conclusive and binding on the parties, absent fraud or manifest error.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Parties shall allocate the final determination of Purchase Price among the Adjusted Payment Amount Acquired Assets transferred by EPI, and the EPI Consideration shall be allocated among the Acquired Assets in accordance a manner consistent with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes provisions of Section 1060 of the Code, and Buyer and Sellers agree (a) to report the sale and purchase of the Acquired Assets for tax purposes in accordance with such allocations and (b) not to take any position inconsistent with such allocations on any of their respective tax returns. Sellers shall initially determine and send written notice to Buyer of the amount of the Purchase Price it intends to allocate to the Inventory, Books and Records and such other Acquired Assets owned by EPI within 90 days after the Closing Date. Buyer will be deemed to have accepted such allocation unless it provides written notice of disagreement to Sellers within 60 days after the receipt of Sellers’ notice of allocation. If Buyer provides such notice of disagreement to Sellers, the Parties shall proceed in good faith to determine such allocation that is in dispute. If, within thirty (30) calendar 60 days after Sellers receive Buyer’s notice of disagreement, the Parties have not reached agreement, the Accountants shall be engaged to determine the final allocation. Sellers and Buyer shall share equally the fees of such Accountants. Notwithstanding anything to the contrary, in no event shall any portion of the receipt of the Draft Allocation Statement, Purchase Price payable to either Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects be allocated to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and other Seller (as a result of either or the Acquired Assets transferred by the other Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.34.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.34.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a4.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No As promptly as practicable, but in no event later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Final Working Capital, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth allocating the allocation Adjusted Purchase Price among (i) the assets of NGL and its Subsidiaries and (ii) the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Shares in accordance with Section 1060 of the CodeCode and the Treasury regulations promulgated thereunder. IfFurther, within thirty (30) calendar days upon the request of the receipt of the Draft Allocation StatementPurchaser, Seller shall not have objected join with Purchaser in writing to such draftmaking an election under Section 338(h)(10) of the Code and the Treasury Regulations promulgated thereunder and any corresponding or similar elections under state, local or foreign tax law (collectively, the Draft “Section 338(h)(10) Election”) with respect to KUS, and Purchaser shall include in such Allocation Statement an allocation of the amount referred to in Section 7.16(a)(ii) among the assets and liabilities of KUS determined in accordance with Section 338(h)(10) of the Code and the Treasury Regulations promulgated thereunder. Purchaser shall become be responsible for the Final preparation and filing of all forms and documents required to effectuate the Section 338(h)(10) Election, which shall be subject to the prior approval of Seller. Seller shall have fifteen (15) days to review the Allocation Statement and shall notify Purchaser of any disputes with the allocation as set forth in the Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, and Purchaser and Seller shall negotiate in good faith to resolve any such dispute before the date that is sixty (60) days before the due date of the Tax Returns that reflect the allocation. If Seller and Purchaser cannot resolve the disputed itemsallocation before such date, then Seller and Purchaser shall refer the dispute to the Accounting Referee to review and to determine the proper allocation (it being understood that in making such determination, the Accounting Referee shall be functioning as an expert and not as an arbitrator). IfThe Accounting Referee shall deliver to Seller and Purchaser, within ninety as promptly as practicable (90but in any case no later than thirty (30) calendar days after from the final date of engagement of the Accounting Referee), a determination of the Adjusted Payment Amount in accordance allocation. This determination will be binding on the parties hereto and all Tax Returns filed by Purchaser, Seller or the Companies and each of their Affiliates shall be prepared consistently with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects . The cost of such allocation review and report shall be resolved borne by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmPurchaser.

Allocation of Purchase Price. Seller and Purchaser agree that the Purchase Price shall be allocated among the Purchased Assets for all purposes as shown on an allocation schedule to be finalized following Closing (aas set forth below) No later than sixty and shall be categorized as set forth on and be substantially in the form of Schedule 1.4 (60the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Purchaser and delivered to Seller within ninety (90) calendar days after the final determination Closing Date. For a period of ten (10) days after Purchaser provides the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver Allocation Schedule to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation StatementSeller, Seller shall not have objected in writing the opportunity to such draft, review and comment on the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowSchedule. If Seller notifies Purchaser in writing that Seller objects to one or more of the Draft allocations reflected in the Allocation Statement in writing within such thirty (30) calendar-day periodSchedule, Purchaser and Seller shall negotiate in good faith to resolve such dispute; provided, however, that if Purchaser and Seller are unable to resolve any disputed items. If, dispute with respect to the Allocation Schedule within ninety twenty (9020) calendar days after the final determination end of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3ten (10) day review and comment period, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation dispute shall be resolved referred to an impartial firm of independent certified public accountants with offices in Austin, Texas that has no prior relationship with either Seller or Purchaser (the “Independent Accountants”), as mutually agreed to by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller, for resolution as promptly as practicable. The allocation of the total consideration, Allocation Schedule as so agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), Independent Accountants shall be final conclusive and binding upon the parties. Each , and the parties agree that that all tax returns (including IRS Form 8594) and all financial statements of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half be prepared in a manner consistent with (50%and the parties shall not otherwise file a tax return or take any tax position inconsistent with) of the such Allocation Schedule. The fees and expenses of such accounting firmthe Independent Accountants shall be borne equally by Purchaser and Seller. 3 1.5.

Allocation of Purchase Price. (a) No later Not less than sixty (60) calendar 30 days after prior to the final determination of Closing, the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to the Seller a draft of a statement (the “Draft Allocation Statement”) setting forth proposing to allocate the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement Estimated Purchase Price among the Assets for purposes of Section 1060 of the CodeShares. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft The Allocation Statement shall become be adjusted to reflect any revisions to the Final Purchase Price made pursuant to Section 1.4. Within 30 days after the Purchaser delivers the draft Allocation Statement to the Seller, the Seller shall notify the Purchaser of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the Seller may have to the draft Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, The Purchaser and the Seller shall negotiate promptly endeavor in good faith to resolve any such objection. If the Seller and the Purchaser fail to resolve such objection within 30 days, the Accountants shall determine whether the allocation was reasonable and, if not reasonable, shall appropriately revise the draft Allocation Statement. If the Seller does not respond within 30 days, or upon resolution of any disputed items. If, within ninety the allocation reflected on the Allocation Statement (90as revised, if applicable, by the mutual agreement of the Purchaser and the Seller or by the Accountants) calendar days after shall be the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of the Seller and the Purchaser shall adhere to, and Seller be bound by, the final Allocation Statement for U.S. federal Income Tax purposes and shall bear all fees and costs incurred take no position contrary to the final Allocation Statement unless required to do so by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmapplicable Tax Law.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser Buyer shall prepare and deliver to Seller Sellers a draft of a statement schedule (the “Draft Allocation Statement”"ALLOCATION SCHEDULE") setting forth allocating the allocation of Purchase Price and the total consideration paid by Purchaser to Seller pursuant to this Agreement Assumed Liabilities among the Assets for purposes of in accordance with Section 1060 of the Code. IfCode and any corresponding requirements of any state or local Tax Laws as soon as practicable after the Closing Date, within thirty and in no case later than forty-five (3045) calendar days of before the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects due date for filing any Tax Returns with respect to the Draft Allocation Statement Schedule. Sellers will have the right to raise reasonable objections to the Allocation Schedule within ten (10) calendar days after their receipt thereof, in writing within such thirty (30) calendar-day period, Purchaser which event Buyer and Seller shall Sellers will negotiate in good faith to resolve any disputed itemssuch objections. If, If Buyer and Sellers cannot mutually resolve Sellers' reasonable objections to the Allocation Schedule within ninety ten (9010) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects Buyer's receipt of such allocation objections, such dispute with respect to the Allocation Schedule shall be resolved by a nationally recognized presented to an independent accounting firm to be mutually acceptable to Purchaser selected by Buyer and Seller. The allocation of Sellers, on the total consideration, as agreed upon next day for a decision that shall be rendered by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an such accounting firm under this Section 3.9(awithin ten (10) (the “Final Allocation Statement”), calendar days thereafter and shall be final and binding upon each of the parties. Each of Purchaser The fees, costs and Seller shall bear all fees and costs expenses incurred by it in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refund) and shall cooperate in the filing of any forms (including Internal Revenue Service Form 8594) consistent with the determination of Allocation Schedule, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any taxing authority or any other proceedings). The Allocation Schedule shall have effect solely for Tax purposes and the allocation of the total consideration, except parties hereby understand and agree that the parties Allocation Schedule shall each pay onehave no impact or effect for any non-half (50%) of the fees and expenses of such accounting firmTax purposes.

Allocation of Purchase Price. (a) No later than Within sixty (60) calendar days after following the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing Date, Purchaser REG shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller Internal Revenue Service Form 8594 containing REG’s proposed allocation, pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the value of the Purchase Price less any liabilities assumed by Buyer (the “Tax Allocation”). Seller shall have fifteen (15) days following receipt of the Draft REG’s proposed Tax Allocation Statement, Seller shall not have objected to notify REG in writing to such draftof any objections thereto. If Seller does not so object, the Draft Tax Allocation Statement as proposed by REG shall become be deemed accepted by Seller for all purposes hereunder and shall be conclusive and binding on the Final Allocation Statement, as defined belowparties. If Seller objects to any portion of REG’s proposed Tax Allocation within the Draft Allocation Statement in writing within such thirty (30) calendar-day required time period, Purchaser and Seller the parties shall negotiate in good faith attempt to resolve any disputed itemsdispute 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, If the parties do not reach agreement in resolving the dispute within ninety fifteen (9015) calendar days after notice of objection is given by Seller to REG, the parties shall submit the dispute to the Arbiter for resolution. Promptly, but no later than twenty (20) days after submission of the dispute to the 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 Seller, 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 Seller. Following final determination of the Adjusted Payment Amount in accordance Tax Allocation pursuant to this Section 2.5(d), Parent, Seller, Buyer and REG shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the procedures set forth IRS in Section 3.3respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, Purchaser and Seller fail to agree on such allocationin any refund claim, in any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement litigation or of good faith negotiations between Purchaser and Seller) investigation or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total considerationbefore any Taxing Authority, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmas required by applicable Law.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final date of the determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Post-Closing Difference, Purchaser Seller shall prepare and deliver to Seller Buyer a draft of a an allocation statement (the “Draft Allocation Statement”) setting forth the its proposed allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement purchase price for federal income tax purposes (including the Base Purchase Price (as adjusted), the amount of Assumed Liabilities, the Liabilities of the Acquired Companies and any other relevant amounts) among the Transferred Assets for purposes and the assets of Section the Acquired Companies. The Allocation Statement shall be reasonable and shall be prepared in accordance with (i) Sections 1060 of the Code. IfCode and the Treasury Regulations promulgated thereunder, within thirty and (30ii) calendar days Schedule 2.09 of the Seller Disclosure Schedules. If within forty-five (45) days after Buyer’s receipt of the Draft draft Allocation Statement, Seller shall not have objected Buyer agrees in writing to such draftdraft Allocation Statement, then the Draft Allocation Statement shall become be final and binding on the Final Allocation Statementparties hereto, as defined belowand Buyer, Seller and their respective Affiliates shall file all Tax Returns in a manner consistent with such agreed allocation. If Seller In the event that Buyer objects in writing to the Draft draft Allocation Statement in writing within such thirty forty-five (3045) calendar-day period, Purchaser Seller and Seller Buyer shall negotiate in good faith to resolve any disputed itemsthe dispute. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser If Buyer and Seller fail are unable to agree on resolve any such allocationdispute within such period, any disputed aspects of such allocation then, subject to Schedule 2.09, Buyer and Seller shall each be resolved by a nationally recognized independent accounting firm mutually acceptable entitled to Purchaser and Seller. The use their own allocation of the total consideration, as agreed upon by Purchaser and Seller purchase price for federal income tax purposes (including the Base Purchase Price (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”adjusted), shall be final and binding upon the parties. Each amount of Purchaser and Seller shall bear all fees and costs incurred by it in connection with Assumed Liabilities, the determination Liabilities of the allocation Acquired Companies and any other relevant amounts) among the Transferred Assets and the assets of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmAcquired Companies.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement setting forth the allocation of the Purchase Price, the Assumed Liabilities and any other liability or other amount of consideration that is properly included in the amount realized by Seller or cost basis to Purchaser with respect to the P&A Transaction in accordance with Section 1060 of the Code (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code). If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to A/75499905.9 13 Seller pursuant to this Agreement among the Purchased Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety one hundred twenty (90120) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either the Seller’s 's failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. Within thirty (a30) No later than sixty (60) calendar days after following the final determination of the Adjusted Payment Final First Adjustment Amount in accordance with the procedures set forth in pursuant to Section 3.31.5, Purchaser Buyer shall prepare and deliver to Seller Parent a draft allocation of a statement the Purchase Price (and any other amounts treated as consideration for U.S. federal income Tax purposes) among the Transferred Equity Interests and the Transferred Assets (the “Draft Allocation StatementPurchase Price Allocation”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of in accordance with Section 1060 of the CodeCode and the Treasury Regulations promulgated thereunder. If, within thirty ten (3010) calendar days Business Days of receiving the receipt of the Draft Allocation StatementPurchase Price Allocation, Seller Parent has not objected to such allocation in writing, the Purchase Price Allocation shall not have objected become final and binding on the Parties. If, within ten (10) Business Days of receiving the Purchase Price Allocation, Seller Parent notifies Buyer in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects of its objection to the Draft Allocation Statement in writing within such thirty (30) calendar-day periodPurchase Price Allocation, Purchaser Buyer and Seller Parent shall negotiate cooperate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser If Buyer and Seller fail Parent cannot resolve any disputed items with respect to the Purchase Price Allocation within thirty (30) Business Days of Seller Parent’s delivery of its written objection (or such longer period as Buyer and Seller Parent may agree in writing), neither Party shall have any further obligation pursuant to this Section 8.4. In the event Buyer and Seller Parent agree on the Purchase Price Allocation, Seller Parent, Buyer and their respective Affiliates shall not take any position inconsistent with such allocationPurchase Price Allocation on any Tax Return or in any Tax Proceeding or otherwise, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total considerationin each case, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object except to the Draft Allocation Statement or extent otherwise required pursuant to a “determination” within the meaning of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%1313(a) of the fees and expenses Code (or any similar provision of such accounting firmapplicable state, local or non-U.S. Law).

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Adjustment Date, Purchaser Seller shall prepare and deliver to Seller Purchaser a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller Purchaser shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller Purchaser objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Adjustment Date, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Sellerthe Purchaser’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) 3.7(a), (the “Final Allocation Statement”), ) shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a7) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a3.10(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Purchase Price as finally determined shall be allocated among the final determination Seller’s tangible and intangible assets as of the Adjusted Payment Amount Closing Date in accordance with GAAP, the Code, and Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) and shall be set forth in a schedule (the “Allocation Schedule”). In the event the portion of the Purchase Price allocated to the restrictive covenants set forth in Sections 6.02 or 6.03 of this Agreement or Section 7 of the employment contracts executed and delivered by and between the individual Partners and Buyer to be effective upon the Closing is in excess of $250,000 in the aggregate, Buyer shall pay to Seller as additional Purchase Price an amount equal to (i) the excess amount of any such allocation over $250,000 multiplied by (ii) 21%. Any such amount shall be paid to Seller in accordance with the procedures set forth in terms of Section 3.3, Purchaser 2.08(h). A draft of the Allocation Schedule shall prepare be prepared by Buyer and deliver delivered to Seller a draft of a statement (within 90 days following the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowClosing Date. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Draft Allocation Statement in writing within such thirty (30) calendar-day periodSchedule, Purchaser Seller and Seller Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any disputed items. Ifdispute with respect to the Allocation Schedule, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation dispute shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Sellerthe Independent Accountants. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmthe Independent Accountants in respect of disputes pursuant to this Section 2.07 shall be borne by the party whose position varies the most financially from the Independent Accountants’ position. ISG, Buyer, Seller and the Partners each hereby covenant and agree that they each will not take a position on any tax return, before any governmental agency charged with the collection of any tax, or in any judicial proceeding that is in any way inconsistent with the terms of this Section 2.07, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code or corresponding provision of relevant state or local law.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.. 18

Allocation of Purchase Price. (a) No later than sixty The Purchase Price and the Assumed Liabilities (60) calendar days after hereinafter, the final determination of "CONSIDERATION"), to the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of extent properly taken into account under Section 1060 of the Code. If, within thirty (30) calendar days shall be allocated among the Acquired Assets, including the stock of the receipt Acquired Subsidiary, as set forth in this Section 2.08. No later than 30 days prior to the Closing, Buyer shall deliver to Seller a statement allocating the Consideration among the Acquired Assets, including the stock of the Draft Allocation StatementAcquired Subsidiary, in accordance with Code Section 1060 and the regulations promulgated thereunder (the "ALLOCATION"). Seller shall not have objected a period of 10 days after the delivery of the Allocation to present in writing to such draftBuyer notice of any objections Seller may have to the Allocation. Unless Seller timely objects, the Draft Allocation Statement shall become be binding on the Final Allocation Statement, as defined belowparties without further adjustment. If Seller objects to shall raise any objections within the Draft Allocation Statement in writing within such thirty (30) calendar-10 day period, Purchaser Seller and Seller Buyer shall negotiate in good faith and use their best efforts to resolve any disputed itemssuch dispute. If, within ninety (90) calendar days after If the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller parties fail to agree on such allocationwithin 20 days after delivery of the notice, any then the disputed aspects of such allocation items shall be resolved by a nationally recognized independent mutually agreed upon "Big Six" accounting firm mutually acceptable to Purchaser and Seller(the "ACCOUNTING REFEREE") (which firm shall not be Ernst & Young or Coopers & Xxxxxxx). The allocation of Accounting Referee shall resolve the total considerationdispute within 30 days after having the dispute referred to it. The costs, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmthe Accounting Referee shall be borne equally by Buyer and Seller.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final date of the determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Post-Closing Difference, Purchaser Buyer shall prepare and deliver to Seller a draft of a an allocation statement (the “Draft Allocation Statement”) setting forth the its proposed allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement purchase price for federal income tax purposes (including the Base Purchase Price (as adjusted), the amount of Assumed Liabilities, the Liabilities of the Acquired Companies and any other relevant amounts) among the Transferred Assets for purposes of Section 1060 and the assets of the Code. IfAcquired Companies, within thirty (30) calendar days and including a determination of the “aggregate deemed asset disposition price” (within the meaning of Treasury Regulation Section 1.336-3) (“ADADP”) with respect to each of Navigant Consulting (PI-NY) Inc. and PACE Claim Services, LLC and an allocation of the applicable ADADP among their respective assets. The Allocation Statement shall be reasonable and shall be prepared in accordance with Sections 1060 and 336(e) of the Code and the Treasury Regulations promulgated thereunder. If within forty-five (45) days after Seller’s receipt of the Draft draft Allocation Statement, Seller shall not have objected agrees in writing to such draftdraft Allocation Statement, then the Draft Allocation Statement shall become be final and binding on the Final Allocation Statementparties hereto, as defined belowand Buyer, Seller and their respective Affiliates shall file all Tax Returns in a manner consistent with such agreed allocation. If In the event that Seller objects in writing to the Draft draft Allocation Statement in writing within such thirty forty-five (3045) calendar-day period, Purchaser Seller and Seller Buyer shall negotiate in good faith to resolve the dispute. If Buyer and Seller are unable to resolve any disputed items. Ifsuch dispute within such period, within ninety (90) calendar days after then Buyer and Seller shall submit such dispute to the final determination of the Adjusted Payment Amount in accordance with Independent Accounting Firm, which dispute shall be resolved pursuant to the procedures set forth in Section 3.3, Purchaser 2.06(e) and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”f), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.

Allocation of Purchase Price. The parties agree to allocate the Purchase Price (aincluding any amounts paid under Section 1.6) No and the Assumed Liabilities among the Purchased Assets in accordance with an allocation schedule to be prepared jointly by Buyer and Seller. Such allocation schedule shall be prepared in accordance with Section 1060 of the Code. Buyer shall deliver a draft of such schedule no later than sixty ninety (6090) calendar days following the Closing Date to Seller. Seller shall have the right, for thirty (30) days after such delivery, to review and object to such draft. Buyer and Seller shall seek in good faith for thirty (30) days thereafter to resolve any disagreements between them with respect to such draft. Any disagreements remaining between Buyer and Seller after such thirty (30)-day period shall be resolved by the final determination Tax Accountant based solely on submissions of the Adjusted Payment Amount parties and the Tax Accountant shall choose the allocation of either Buyer or Seller as the proper allocation, and any determination by the Tax Accountant with respect thereto shall be final and binding on Buyer and Seller absent manifest error (the allocation schedule, as so agreed upon by the parties and as so determined by the Tax Accountant, the “Allocation Schedule”). All expenses of the Tax Accountant shall be paid by the non-prevailing party. The Allocation Schedule shall be amended to reflect any Purchase Price adjustment under Section 1.6 in accordance a manner consistent with the procedures set forth in this Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller1.7. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) report the federal, state and local and other Tax consequences of the fees purchase and expenses sale contemplated hereby (including the filing of such accounting firmInternal Revenue Service Form 8594) in a manner consistent with the Allocation Schedule and shall not take any inconsistent position with respect to the Allocation Schedule unless otherwise required by applicable Laws.

Allocation of Purchase Price. Seller and Purchaser agree that the Purchase Price shall be allocated among the Purchased Assets for all purposes as shown on an allocation schedule to be finalized following Closing (aas set forth below) No later than sixty and shall be categorized as set forth on and be substantially in the form of Schedule 1.4 (60the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Purchaser and delivered to Seller within ninety (90) calendar days after the final determination Closing Date. For a period of ten (10) days after Purchaser provides the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver Allocation Schedule to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation StatementSeller, Seller shall not have objected in writing the opportunity to such draft, review and comment on the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowSchedule. If Seller notifies Purchaser in writing that Seller objects to one or more of the Draft allocations reflected in the Allocation Statement in writing within such thirty (30) calendar-day periodSchedule, Purchaser and Seller shall negotiate in good faith to resolve such dispute; provided, however, that if Purchaser and Seller are unable to resolve any disputed items. If, dispute with respect to the Allocation Schedule within ninety twenty (9020) calendar days after the final determination end of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3ten (10) day review and comment period, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation dispute shall be resolved referred to an impartial firm of independent certified public accountants with offices in Austin, Texas that has no prior relationship with either Seller or Purchaser (the “Independent Accountants”), as mutually agreed to by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller, for resolution as promptly as practicable. The allocation of the total consideration, Allocation Schedule as so agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), Independent Accountants shall be final conclusive and binding upon the parties. Each , and the parties agree that that all tax returns (including IRS Form 8594) and all financial statements of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half be prepared in a manner consistent with (50%and the parties shall not otherwise file a tax return or take any tax position inconsistent with) of the such Allocation Schedule. The fees and expenses of such accounting firmthe Independent Accountants shall be borne equally by Purchaser and Seller.