Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within Within 60 days following the completion determination of the Closing Valuation Date Balance SheetWorking Capital pursuant to Section 3.3, Buyer shall deliver provide to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the final Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the CompanyPurchased Assets. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and Code. If Seller does not provide notice of disagreement to Buyer within 30 days of receiving the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be binding as the final and bindingAllocation Schedule (the Allocation Schedule, as finalized pursuant to this Section 3.7, the “Final Allocation Schedule”). If, If Seller provides notice of disagreement to Buyer within such ten (10)-day 30-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to discuss in good faith Seller’s disagreement and, if Seller and Buyer resolve such disagreementdisagreement within 30 days (or longer prior as agreed between the parties) of Seller receiving the Allocation Schedule, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule shall be revised to reflect such resolution, which resolution and as so revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The parties agree (and agree to cause each of their respective Affiliates) to utilize the allocation set forth in any Final Allocation Schedule for all Tax purposes, including the filing of all Tax Returns and in the course of all Tax-related proceedings, unless otherwise required by applicable Requirements of Law pursuant to a final determination in connection therewith. If Seller and Buyer are unable to resolve such disagreements within such 30 days (or longer period as agreed between the parties), each of Seller and Buyer shall be amended by Buyer entitled to determine and Seller upon allocate the final Purchase Price among the Purchased Assets in the manner it determines in its sole discretion, and neither party shall have any adjustment liability to the Purchase Price pursuant other with respect to Section 3.3such allocations.

Allocation of Purchase Price. Not later than sixty (a60) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of after the Closing Date Balance SheetDate, Buyer Purchaser shall prepare and deliver to Seller a schedule copy of Form 8594 and any required exhibits thereto (the “Preliminary Allocation ScheduleAsset Acquisition Statement”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) Total Consideration among the assets of the CompanyTransferred Assets. The Preliminary Allocation Schedule Seller shall be reasonable timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Seller shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten have fifteen (1015) days following after receipt of the Preliminary Allocation Schedule, the Asset Acquisition Statement to notify Purchaser in writing of any objections. If Seller does not notify Buyer object in writing of its disagreement with the Preliminary Allocation Scheduleduring such fifteen (15) day period, the Preliminary Allocation Schedule Asset Acquisition Statement shall be final and bindingbinding on all Parties. If, within If Seller objects in writing during such ten fifteen (10)-day 15) day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor Purchaser will use commercially reasonable efforts to resolve such disagreementthe disputed items. If the Parties are unable to reach an agreement within sixty (60) days of Seller’s receipt of the Asset Acquisition Statement, and if they are able to do so any disputed items shall make such revisions be referred to the Preliminary Allocation Schedule to reflect such Independent Accountant for resolution, which as revised . The determination of the Independent Accountant shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with on the foregoing, shall constitute Parties (the “Final Allocation Schedule.” Each Allocation”), and the fees, costs and expenses of Buyer the Independent Accountant shall be split equally between Purchaser and Seller. Seller agrees that neither it nor any of its Affiliates shall file any and Purchaser agree (i) to report the federal, state, and local income and foreign other Tax Returns consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code on Form 8594 in a manner that is consistent with such allocation, and (ii) not to take any position inconsistent therewith upon examination of any Tax Return, in any refund claim, in any litigation, investigation, or otherwise, unless required by Applicable Laws or with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to consent of the Purchase Price pursuant to Section 3.3other Party.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 Within 30 days following the completion final determination of the Closing Date Balance SheetPurchase Price pursuant to Section 1.5, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include including any liabilities Liabilities of the Company and other items properly taken into account pursuant to Section 1001 as part of the CodePurchase Price for U.S. federal income tax purposes) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the If Seller does not notify Buyer in writing within 20 days following Seller’s receipt of its disagreement with the Preliminary Allocation Schedule that Seller objects to the Allocation Schedule, the Preliminary Allocation Schedule shall be final and bindingbinding upon the parties to this Agreement. If, If within such ten (10)-day period, the 20 day period Seller so notifies Buyer (“Seller’s Objection Notice”), Seller and Xxxxx shall negotiate in good faith to resolve the disputed matters. Any matters not so resolved within 20 days following delivery of Seller’s Objection Notice shall be referred to the Neutral Accounting Firm for resolution (which resolution shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder). The fees and expenses of the Neutral Accounting Firm shall be allocated between Buyer and Seller (as determined by the Neutral Accounting Firm) so that Seller’s share of such fees and expenses shall be equal to the product of (i) the aggregate amount of such fees and expenses, and (ii) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Seller in Seller’s Objection Notice (as determined by the Neutral Accounting Firm) and the denominator of which is the total amount in dispute submitted to arbitration. The balance of such fees and expenses shall be paid by Buyer. The Allocation Schedule (as revised to reflect the resolution of any disputed matters by mutual agreement of Buyer and Seller or by the Neutral Accounting Firm, as applicable) shall be final and binding upon Buyer, Seller and Buyer shall endeavor to resolve such disagreementtheir respective Affiliates, and if they are able to do so Buyer, Seller and their respective Affiliates shall make (a) file all Tax Returns consistent with such revisions to the Preliminary Allocation Schedule to reflect and (b) take no position inconsistent with such resolutionAllocation Schedule in any Tax audit, which as revised shall be final assessment or proceeding; provided, that (i) Buyer, Seller and binding. The Preliminary their respective Affiliates may settle any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the Allocation Schedule, upon becoming final and binding in accordance with (ii) none of Buyer, Seller or their respective Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Entity arising out of the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the The Purchase Price (which and any amounts treated as purchase price for this purpose U.S. federal income tax purposes, including the Assumed Liabilities) shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) allocated among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared various Acquired Assets, in accordance with Section 1060 of the Code IRC and the applicable Treasury Regulations thereunderpromulgated thereunder (the “Allocation”). IfBuyer shall, within ten (10) not later than 90 days following receipt after the Closing Date, prepare and deliver to Sellers a draft of the Preliminary Allocation Schedulefor Sellers’ review and comments. Sellers shall provide comments to the draft Allocation to Buyer within 30 days after delivery of the draft Allocation by Xxxxx and if Sellers do not provide any comments within such 30 days period, the Seller does not notify draft Allocation prepared by Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and bindingbinding on the parties. IfIf a Seller timely makes any comments to the draft Allocation, Xxxxx and such Seller shall work in good faith to resolve any disputes within 20 days from the date such ten (10)-day periodSeller delivers its comments to Buyer. Buyer will consider in good faith any timely received reasonable comments provided by such Seller. Unless otherwise required by a final determination within the meaning of IRC Section 1313 or any equivalent provisions of non-U.S., state or local Tax Law, the Seller so notifies BuyerAllocation, Seller and Buyer shall endeavor as finally determined pursuant to resolve such disagreementthis Section 3.3, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedulebinding on the Parties and Sellers and Buyer shall (a) use such Allocation, upon becoming final as finally determined pursuant to this Section 3.3, for the purpose of making the requisite filings under Section 1060 of the IRC, and binding in accordance with the foregoingregulations thereunder, shall constitute (b) report, and to cause their respective Affiliates to report, the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, and local income and foreign other Tax Returns consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the IRC, and to jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060 of the IRC) as promptly as possible following the Closing Date and in a manner that is inconsistent consistent with such Allocation, and (c) promptly notify the Final Allocation Scheduleother of the existence of any Tax audit, controversy, or litigation related to such Allocation. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to Notwithstanding the allocation of the Purchase Price agreed among the parties hereto pursuant to this Section 3.33.3 for the aforementioned Tax purposes, nothing in the foregoing shall be determinative of values ascribed to the Acquired Assets or the allocation of the value of the Acquired Assets for any other purpose.

Allocation of Purchase Price. (a) For federal and applicable statePurchaser shall, local and other income Tax purposes, Buyer and Seller shall treat within 120 days after the sale and purchase final agreement or determination of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6Purchase Price, 1999-1 C.B. 432 (Situation 2) prepare and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller Parent a schedule (the “Preliminary "Allocation Schedule”") allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of and the Code) Assumed Liabilities among the assets Assets in accordance with Treas. Reg. 1.1060-1 (or any comparable provisions of state or local tax law) or any successor provision. Parent will have the Companyright to raise reasonable objections to the Allocation Schedule within 10 days after its receipt thereof, in which event Parent and Purchaser will negotiate in good faith to resolve such objections. The Preliminary If Parent and Purchaser cannot mutually resolve Parent's reasonable objections to the Allocation Schedule within 10 days after Purchaser's receipt of such objections, such dispute with respect to the Allocation Schedule shall be reasonable presented to the Accounting Firm which Accounting Firm shall, within thirty (30) days thereafter, render a final and binding decision upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be prepared shared in accordance equal amounts by the Sellers, on the one hand, and Purchaser, on the other hand. The Sellers and Purchaser shall each report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary 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), provided however, nothing herein shall prevent either party from compromising in any audit or examination by any taxing authority the Seller does not notify Buyer position required to be taken by this Section 1.8 in writing respect of its disagreement with the Preliminary Allocation Schedule, allocation of the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and bindingPurchase Price. The Preliminary Allocation ScheduleSellers and Purchaser shall cooperate in the filing of any forms (including Form 8594) with respect to such allocation, upon becoming final and binding in accordance including any amendments to such forms required with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon respect to any adjustment to the Purchase Price Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, this Section 3.31.8 shall survive the Closing Date without limitation.

Allocation of Purchase Price. (a) For federal and applicable stateSeller, local and other income Tax purposesusing the Allocated Values determined under Section 3.2 to the extent applicable, Buyer and Seller shall treat the sale and purchase prepare an allocation of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller Adjusted Purchase Price on a schedule (the “Preliminary Proposed Section 1060 Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable purposes of, and shall be prepared in accordance with with, Section 1060 of the Code and the Treasury Regulations thereunder. If, regulations promulgated thereunder within ten (10) 30 days following receipt the final determination of the Preliminary Allocation Schedule, the Adjusted Purchase Price under Section 8.4(b). Purchaser shall notify Seller does not notify Buyer in writing of its disagreement with any objections to the Preliminary Proposed Section 1060 Allocation Schedule within 15 days of receipt thereof and if, within 30 days after delivery of notice of such objection, Purchaser and Seller cannot agree to a final allocation schedule to be used for income Tax reporting purposes, Purchaser and Seller shall submit the disputed matters to binding arbitration pursuant to Section 12.2 to finally determine the proper allocation of the Adjusted Purchase Price for purposes of Section 1060 of the Code, and shall request that the arbitrator issue a final allocation schedule (the “Final Section 1060 Allocation Schedule, ”) within 30 days of the Preliminary submission of the dispute. Seller and Purchaser agree that the allocation of the Adjusted Purchase Price as set forth on the Final Section 1060 Allocation Schedule shall be final used by Seller and bindingPurchaser as the basis for reporting asset values and other items for purposes of all federal, state and local Tax Returns, including without limitation Internal Revenue Service Form 8594. IfSeller and Purchaser further agree that each will take no position inconsistent with such allocations on any applicable Tax Return, within such ten (10)-day periodin any audit or proceeding before any Governmental Body related to Taxes, in any report made for Tax, financial accounting or any other purpose, or otherwise. In the event that the allocation described herein is disputed by any Governmental Body, the Seller so notifies Buyer, Seller and Buyer Party receiving notice of the dispute shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to promptly notify the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with other Party concerning resolution of the foregoing, shall constitute the “Final Allocation Scheduledispute.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3.

Allocation of Purchase Price. (aIf a Section 338(h)(10) For federal Election is made for any or all of DBIC, DBC or NORDIC, Sellers and applicable state, local Purchasers agree that the Purchase Price and other income Tax purposes, Buyer and Seller shall treat the sale and purchase liabilities of the Equity Interests contemplated by this Agreement as a purchase by Buyer of applicable Company (plus other relevant items) shall be allocated among the assets of such Company for all purposes (including Tax and financial accounting) as shown on the Company allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Purchaser Representative and delivered to Seller Representative within sixty (60) days following the Closing Date for its approval. If Seller Representative notifies Purchaser Representative in accordance writing that Seller Representative objects to one or more items reflected in the Allocation Schedule, Purchaser Representative and Seller Representative shall negotiate in good faith to resolve such dispute; provided, however, that if Purchaser Representative and Seller Representative are unable to resolve any dispute with Revenue Ruling 99-6respect to the Allocation Schedule within ninety (90) days following the Closing Date, 1999-1 C.B. 432 (Situation 2) such dispute shall be resolved by the Independent Accountant. The fees and expenses of the Independent Accountant shall be borne equally by Sellers, on one hand, and Purchasers, on the other. Upon finalization of the Allocation Schedule, Purchaser Representative shall deliver to the Seller Representative completed copies of IRS Form 8883 and required schedules thereto reflecting the allocations set forth in the Allocation Schedule. Each Purchaser, the applicable Company, and each Seller shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”including amended returns and claims for refund) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns information reports in a manner that is inconsistent consistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment Form 8883. Any adjustments to the Purchase Price pursuant to Section 3.32.8 herein shall be allocated in a manner consistent with the Allocation Schedule.

Allocation of Purchase Price. (ai) For federal and applicable stateNo later than thirty (30) days after Closing, local and other income Tax purposes, Buyer and Seller shall treat the sale prepare and purchase deliver to Buyer an allocation of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Base Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) and assumed obligations among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Properties in accordance with Section 1060 of the Code and the Treasury Regulations thereunderregulations promulgated thereunder (the “Purchase Price Allocation”). If, within ten Buyer shall have twenty (1020) days following from the receipt of the Preliminary Purchase Price Allocation Schedule, or any update thereto to review and comment on the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and bindingPurchase Price Allocation. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor thereafter use commercially reasonable efforts to resolve such disagreementagree upon the Purchase Price Allocation. The Purchase Price Allocation shall be consistent with the allocation set forth on Annex A, and if they are able to do so shall make such revisions taking into account any adjustments to the Preliminary Base Purchase Price. Seller shall use commercially reasonable efforts to update the Purchase Price Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent consistent with Section 1060 of the Final Code following any applicable adjustments to the Base Purchase Price pursuant to this Agreement. Seller shall provide Buyer with any such updated Purchase Price Allocation, and Buyer shall have thirty (30) days from the receipt of the Purchase Price Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer or any update thereto to review and Seller upon any adjustment comment on such adjustments to the Purchase Price pursuant Allocation, after which Seller and Buyer shall reasonably agree on such adjustments. Seller and Buyer shall report the transactions contemplated hereby on all Tax Returns (including Form 8594 and all other information returns and supplements thereto required to be filed by the parties under Section 3.31060 of the Code) in a manner consistent with such Purchase Price Allocation.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 Within 120 days following the completion of the Closing Date Balance SheetDate, Buyer shall deliver to Seller Purchaser will provide Sellers with a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of as determined under the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Company existing on the Closing Date in accordance with a third party appraisal and Section 1060 of the Code. If Sellers fail to object to the Allocation Schedule within 15 days of Sellers’ receipt of the Allocation Schedule, then Purchaser and Equityholders agree to allocate the Purchase Price (as determined under the Code) among the assets as set forth on the Allocation Schedule. If Sellers object in writing to the Allocation Schedule within 15 days of Sellers’ receipt of the Allocation Schedule, then the parties will attempt to agree on the allocation of the Purchase Price among the assets. If Purchaser and Sellers fail to agree on the allocation of the Purchase Price within 10 days of Purchaser’s receipt of Sellers’ written objection(s), at any time following 10 days of Purchaser’s receipt of Sellers’ written objection to the Allocation Schedule, either party may engage the Independent Accountants to finalize the allocation of the Purchase Price among the assets. Once engaged, the determination of the Independent Accountants of the allocation of the Purchase Price among the assets will be binding on the parties. The fees and expenses of the Independent Accountants will be borne equally by Purchaser and Seller. With respect to the final allocation of the Purchase Price determined in accordance with this Section 2.7, Purchaser and Seller each agree (i) to prepare and file an IRS Form 8594 in a timely fashion in accordance with the rules under Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10ii) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall that such allocation will be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer on Purchaser and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign for all Tax Returns in a manner that is inconsistent with the Final Allocation Schedulereporting purposes. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment Any adjustments to the Purchase Price pursuant to Section 3.3this Agreement will be allocated to the assets for which the Purchase Price is adjusted.

Allocation of Purchase Price. Within sixty (a60) For federal and applicable statedays after the date as of which the Final CIT Bank Purchase Price has been determined, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller Buyers a schedule allocating the Final CIT Bank Purchase Price (including any CIT Bank Assumed Liabilities treated as consideration for the CIT Bank Purchased Assets for Tax purposes) (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with the principles of Section 1060 of the Code Code. The Allocation Schedule shall be deemed final unless Buyers notify Seller in writing that Buyers object to one or more items reflected in the Allocation Schedule no later than 5:00 p.m. New York City time on the date that is sixty (60) days after delivery of the Allocation Schedule to Buyers. In the event of any such objection, Seller and Buyers shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyers are unable to resolve any dispute with respect to the Treasury Regulations thereunder. If, Allocation Schedule within ten (10) days following after the receipt by Seller of Buyers’ objections, such dispute shall be resolved by the Accountant. The Accountant shall be requested by the parties to render a decision within ten (10) days after receipt of notification of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall dispute and such decision will be final and bindingbinding on each of the parties. If, within such ten (10)-day period, The fees and expenses of the Seller so notifies Buyer, Accountant shall be borne equally by Seller and Buyer shall endeavor Buyers. Seller and Buyers agree to resolve such disagreementpay all Taxes and file all their respective federal, state and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding local Tax Returns in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended as finally determined pursuant to this Section 2.08 and to take no position contrary thereto or inconsistent therewith (including in any audits or examinations by Buyer any taxing authority or any other proceedings), unless, and Seller upon any then only to the extent, required by a “determination” (within the meaning of Section 1313(a)(1) or 1313(a)(2) of the Code or analogous provision of state or local income tax law). Any adjustment to the Final CIT Bank Purchase Price pursuant to the CIT Group Agreement shall be allocated among the CIT Bank Purchased Assets in a manner consistent with this Section 3.32.08 by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. (a) For The gross purchase price as determined for U.S. federal and applicable state, local and other income Tax purposes, Buyer and Seller tax purposes shall treat be allocated among the sale and purchase shares of the Equity Interests contemplated by this Agreement as a purchase by Buyer of Significant Company Subsidiaries and the other assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance manner consistent with Section 1060 of the Code and the Treasury Regulations thereunderpromulgated. If, within ten Within sixty (1060) days following after the determination of the adjustments, if any, to the Purchase Price under this Agreement, Buyer will provide to Seller its proposed allocation of the purchase price (the “Allocation”). Within thirty (30) days after the receipt of the Preliminary Allocation Schedulesuch Allocation, the Seller does not notify will submit to Buyer in writing any proposed changes to such Allocation or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld, conditioned or delayed (and in the event no such changes are proposed in writing to Buyer within such period of its disagreement with the Preliminary Allocation Scheduletime, Seller will be deemed to have agreed to, and accepted, the Preliminary Allocation Schedule shall be final and bindingAllocation). If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees will endeavor in good faith to resolve any differences with respect to the Allocation within fifteen (15) days after Buyer’s receipt of written notice of objection from Seller. Any unresolved disputes will be resolved by the Independent Accounting Firm, the costs of which shall be borne by Seller on the one hand and Buyer on the other hand in proportion to the percentage of the total dollar amount of the items submitted for dispute that neither it nor any are resolved in Buyer’s or Seller’s favor, respectively. The determination of its Affiliates the Independent Accounting Firm shall file any federal, state, local be binding on Buyer and foreign Seller. All Tax Returns and reports filed by Buyer, the Company and the Company Subsidiaries will be prepared consistently with the Allocation. None of Buyer, the Company, the Company Subsidiaries or Seller shall take any position (whether in a manner audits, Tax Returns or otherwise) that is inconsistent with the Final Allocation Scheduleunless required to do so under Applicable Law pursuant to a determination (within the meaning of Section 1313(a) of the Code or analogous provisions of state, local or foreign Tax Law). Seller and Buyer agree that they will timely file Form 8594 (and any applicable state or local forms) by attaching such form to their respective timely filed U.S. federal income Tax Returns and otherwise in a manner reflecting the Allocation, and Seller and Buyer will cooperate with each other in connection with such preparation and filing. The Final parties shall further cooperate in updating the Allocation Schedule shall be amended by Buyer and Seller upon Form 8594 (and any adjustment applicable state or local forms) with respect to any post-Closing adjustments to the Purchase Price pursuant to purchase price as determined for U.S. federal income Tax purposes (including under Section 3.311.06).

Allocation of Purchase Price. (a) For federal The parties have agreed that the purchase and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated limited liability company interests of Newco shall be treated for U.S. federal income tax purposes as an acquisition by this Agreement as Buyer, and a purchase sale by Buyer Seller, of all of the assets of Newco and that the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 purchase and sale of the limited liability company interests of Newco will be treated as an “applicable asset acquisition” within the meaning of Section 1060 of the Code. Within ninety (Situation 290) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance SheetDate, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be draft allocation schedule, prepared in accordance with Section 1060 of the Code Code, allocating the Purchase Price and the Treasury Regulations thereunderAssumed Liabilities (to the extent treated as liabilities for federal income tax purposes) among the assets of Newco (including, for purposes of this Section 3.7, the stock of the Section 338(h)(10) Companies and the assets of any Subsidiary of Newco that is treated as a flow-through-entity for U.S. federal income tax purposes) (the “Allocation Schedule”). IfIf Seller believes that all or a portion of the Allocation Schedule is incorrect and Seller notifies Buyer in a writing including a description of the objection and basis supporting Seller’s objections and any calculations or documentation that support the objection, within ten 30 (10thirty) days after having received such Allocation Schedule, Buyer and Seller agree to consult and resolve in good faith any such disputed item. In the event the parties are unable to resolve any such dispute within 30 (thirty) days following receipt notice to Buyer of Seller’s objection (in the form and within the time set forth herein), the Accountant will be retained to resolve solely any issue in dispute as promptly as possible and the determination of the Preliminary Accountant shall be final with respect to such disputed issues. Buyer and Seller shall then be bound by the Allocation Schedule, as adjusted to reflect the Seller does not notify determination, if any, of the Accountant. The costs of the Accountant shall be borne equally by Buyer in writing and Seller. In the event that Final Net Working Capital is determined, or another adjustment to the Purchase Price for tax reporting purposes is made under this Agreement or the Employee Matters Agreement, after delivery of its disagreement with the Preliminary Allocation Schedule, Buyer and Seller shall cooperate to revise such schedule to take into account the Preliminary Allocation Schedule shall be final and binding. If, within portion of such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve Final Net Working Capital or such disagreement, and if they are able to do so shall make such revisions other adjustment to the Preliminary Allocation Schedule Purchase Price allocable to reflect such resolution, which as revised shall be final and bindingthe assets of Newco. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoingas finally determined, shall constitute be used in preparing IRS Form 8883 and each of Seller, on the “Final Allocation Schedule.” Each of one hand, and Buyer on the other hand, shall report the transaction contemplated by this Agreement, and Seller agrees that neither it nor any of its Affiliates shall file any all Tax Returns, in each case, for federal, state, local and foreign Tax Returns purposes in a manner that is inconsistent accordance with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price , as finally determined pursuant to this Section 3.33.7.

Allocation of Purchase Price. (a) For federal Seller, the Other Sellers and applicable statePurchaser agree to allocate the Purchase Price (and all other capitalizable costs) among the Purchased Assets, local the Purchased Subsidiary Interests, Transferred Business Intellectual Property (not held by the Purchased Seller Subsidiaries), the Transferred Intellectual Property Rights (not held by the Purchased Seller Subsidiaries) the covenant not to compete contained in Section 6.9, and other income the rights granted under the Intellectual Property License Agreement and the Trademark License Agreement for all purposes (including financial accounting and Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated purposes (except as otherwise required by this Agreement as a purchase by Buyer of the assets of the Company generally accepted accounting principles)) in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a an allocation schedule (the “Preliminary Allocation Schedule”) allocating prepared jointly by Seller on behalf of itself and as agent to the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the CompanyOther Sellers and Purchaser. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor Purchaser agree to resolve such disagreement, and if they are able to do so shall make such revisions to revise the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.33.2(h). Seller and Purchaser agree to cooperate with each other in the preparation of, and to negotiate in good faith to resolve any dispute with respect to, the Allocation Schedule and revisions thereto; provided, however, that in the event that Seller and Purchaser cannot reach agreement with respect to the Allocation Schedule within thirty (30) days prior to the Closing Date or any revisions to the Allocation Schedule as a result of an adjustment to the Purchase Price pursuant to Section 3.2(h) with 10 days after payment is made pursuant to such section, an internationally recognized accounting firm mutually agreed upon by Purchaser and Seller shall prepare the Allocation Schedule. If an accounting firm prepares the initial Allocation Schedule or the revised Allocation Schedule in accordance with the previous sentence, such schedule shall be prepared prior to the Closing Date, in the case of the initial Allocation Schedule, or within 30 days after payment is made pursuant to Section 3.2(h), in the case of the revised Allocation Schedule. The costs related to having the accounting firm prepare the Allocation Schedule shall be borne equally by Purchaser and Seller.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat agree upon an allocation among the sale and purchase Purchased Assets of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Ifthereunder within sixty (60) days after the Closing Date, within except to the extent any such allocation is required for the calculation of transfer taxes to be paid at Closing in which case Buyer and Seller shall agree upon an allocation for Purchased Assets subject to such transfer taxes at least ten (10) days following receipt of prior to the Preliminary Allocation ScheduleClosing Date. If Buyer and Seller cannot agree on any such allocation, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule such dispute shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding resolved in accordance with Section 6.8(d) of this Agreement. The allocation required by this Section 3.4 shall be revised based on the foregoing, shall constitute Post-Closing Adjustment within one hundred and eighty (180) days after the “Final Allocation Schedule.” Closing Date. Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall to file any IRS Form 8594, and all federal, state, local and foreign Tax Returns Returns, in accordance with any such agreed allocation as adjusted as provided herein. Each of Buyer and Seller shall report the transactions contemplated by this Agreement for federal Tax and all other Tax purposes in a manner consistent with any such allocation determined pursuant to this Section 3.4. Each of Buyer and Seller agrees to provide the other promptly with any information required to complete Form 8594. Buyer and Seller shall notify and provide the other with reasonable assistance in the event of an examination, audit or other proceeding regarding any allocation of the Purchase Price determined pursuant to this Section 3.4. Buyer and Seller shall not take any position in any Tax Return, Tax proceeding or audit that is inconsistent with the Final Allocation Schedulesuch allocation. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3.xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Allocation of Purchase Price. For purposes of this Section 2.09, the Purchase Price represents the amount agreed upon by the Parties to be the aggregate value of the Purchased Assets (a) For federal and applicable state, local and other income Tax purposesthe value of the Assumed Liabilities). Promptly after Closing, Buyer shall retain Xxxxxx Xxxxx LLP to issue a report and Seller shall treat allocate the sale Purchase Price among the Purchased Assets (and purchase the value of the Equity Interests contemplated by this Agreement as Assumed Liabilities) in a purchase by Buyer of the assets of the Company in accordance manner consistent with Revenue Ruling 99-6, 1999-1 C.B. 432 Schedule 2.09 hereto. Within thirty (Situation 230) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion receipt of the Closing Date Balance Sheetsuch report, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the CompanyPurchased Assets. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final thereunder and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, Appraisal. Seller agrees that promptly after receiving said Allocation Schedule it shall constitute the “Final Allocation Schedule.” return an executed copy thereof to Buyer. Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall to file any Internal Revenue Service Form 8594, and all federal, foreign, state, local and foreign other Tax Returns and reports prepared and filed by or for either Seller or Buyer (including any forms or reports required to be filed pursuant to Section 1060 of the Code, the Treasury Regulations promulgated thereunder or any provisions of local, state and foreign law (“1060 Forms”)), in a manner that is inconsistent accordance with the Final Allocation Schedule. The Final Allocation Schedule Buyer and Seller further agree to cooperate in the preparation of such 1060 Forms and to file such 1060 Forms in the manner required by applicable Law. If, following the Closing, Buyer pays to Seller any Net Seller Payment and/or the Appreciation Right Amount, any such amounts shall be amended treated by Buyer and Seller upon as additional consideration paid for the Purchased Assets (and the value of the Assumed Liabilities). Any such amounts paid by Buyer following the Closing shall be allocated for tax purposes in accordance with the Allocation Schedule, and each of Buyer and Seller agrees to file all federal, foreign, state, local and other Tax Returns and reports prepared and filed by or for either Seller or Buyer (including any adjustment to 1060 Forms) in accordance with the Purchase Price pursuant to Section 3.3Allocation Schedule.

Allocation of Purchase Price. (a) For federal At least ten (10) Business Days prior to the anticipated Closing Date, Purchaser shall provide Seller an allocation of the amounts required to be paid by Purchaser pursuant to Section 2.9(a) among the Seller and applicable stateeach Subsidiary transferring assets hereunder (the “Closing Payment Allocation Schedule”). In the event the Seller notifies Purchaser that it disagrees with the Closing Payment Allocation Schedule delivered by Purchaser within three (3) days of delivery of the Closing Payment Allocation Schedule by Purchaser, local Purchaser and other income Tax purposes, Buyer and the Seller shall treat negotiate in good faith to resolve such disputed items as promptly as practicable; provided that, if the sale and purchase Seller does not deliver a notice of disagreement to Purchaser within three (3) days of delivery of the Equity Interests contemplated Closing Payment Allocation Schedule by this Agreement as a purchase Purchaser, the Closing Payment Allocation Schedule delivered by Buyer Purchaser shall be final. If Purchaser and the Seller are unable to reach agreement with respect to the Closing Payment Allocation Schedule within three (3) days after the delivery of the assets of Closing Payment Allocation Schedule by Purchaser to the Company in accordance with Revenue Ruling 99-6Seller, 1999-1 C.B. 432 (Situation 2) and the parties shall file all Tax Returns consistently with such treatmentsubmit the dispute to the Bankruptcy Court for final resolution. In accordance with such tax treatment, within 60 Within 90 days following the completion of the Closing Date Balance SheetClosing, Buyer Purchaser shall deliver to the Seller a schedule allocating the Purchase Price, the Assumed Liabilities, and all other amounts treated as consideration for U.S. federal income tax purposes (collectively, the “Tax Consideration”) among the Transferred Assets (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company). The Preliminary Allocation Schedule shall be reasonable and reasonable, shall be prepared in accordance with (and to the extent necessary to comply with) Section 1060 of the IRC Code and the Treasury Regulations thereunderapplicable regulations promulgated thereunder and shall be consistent with the Closing Payment Allocation Schedule. If, In the event the Seller notifies Purchaser that it disagrees with the Allocation Schedule delivered by Purchaser within ten fifteen (1015) days following receipt of delivery of the Preliminary Allocation ScheduleSchedule by Purchaser, Purchaser and the Seller shall negotiate in good faith to resolve such disputed items as promptly as practicable; provided that, if the Seller does not notify Buyer in writing deliver a notice of its disagreement with to Purchaser within fifteen (15) days of delivery of the Preliminary Allocation ScheduleSchedule by Purchaser, the Preliminary Allocation Schedule delivered by Purchaser shall be final. If Purchaser and the Seller are unable to reach agreement with respect to the Allocation Schedule within 30 days after the delivery of the Allocation Schedule by Purchaser to the Seller, the parties shall submit the dispute to the Bankruptcy Court for final resolution. The Seller and the Purchaser shall submit the relevant information, books and records, as applicable, and all other data necessary for, or requested by, the Bankruptcy Court to make its determination. The determination of the Bankruptcy Court solely in respect of the specifically disputed items shall be final and binding upon the parties, and the Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule revised solely to reflect such resolutiondeterminations, which as and thereafter such revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended deemed agreed to by Buyer and Seller upon any adjustment the parties. The parties shall be bound by the agreed (or deemed agreed) Allocation Schedule (as adjusted pursuant to the Purchase Price pursuant to Section 3.3prior sentence), and the parties shall, and shall cause their respective Affiliates to, report, act and file all Tax Returns in all respects and for all purposes consistent with such allocation.

Allocation of Purchase Price. The Base Purchase Price and the Assumed Liabilities shall be allocated among the Target Shares and the Purchased Assets as set forth on Schedule 2.7 (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of “Initial Allocation”). As soon as practicable after the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion determination of the Closing Date Balance SheetWorking Capital, Buyer Closing Business Debt, Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds and Other DBFO Proceeds, Parent and Purchaser shall deliver adjust the Initial Allocation to Seller reflect these items on a schedule gross basis (as adjusted, and including any subsequent adjustments to the extent that indemnification payments are treated as purchase price adjustments, the “Preliminary Allocation ScheduleFinal Allocation”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company). The Preliminary Allocation Schedule shall be reasonable and Final Allocation, to the extent applicable, shall be prepared in accordance with Section 1060 of the Code Code. Parent and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer Purchaser shall negotiate in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor good faith to resolve such disagreement, any disputes regarding the Final Allocation. If Parent and if they Purchaser are able unable to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with agree on the Final Allocation Schedulewithin thirty (30) calendar days after the determination of the Closing Working Capital, Closing Business Debt, Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds and Other DBFO Proceeds, the parties shall submit any dispute for resolution to the Accounting Firm, which shall be directed to, within thirty (30) calendar days after such submission, determine and report to the parties upon such remaining disputes with respect to the Final Allocation, and such report shall be final, binding and conclusive on the parties hereto and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. The fees and disbursements of the Accounting Firm shall be shared equally by Parent and Sellers, on the one hand, and Purchaser, on the other hand. The Final Allocation Schedule shall be amended by Buyer binding on the parties hereto and Seller upon none of the parties shall take any adjustment to the Purchase Price pursuant to Section 3.3position inconsistent with such allocation for Tax purposes.

Allocation of Purchase Price. (a) For federal The Buyer shall prepare and applicable state, local and other income Tax purposes, Buyer and Seller shall treat deliver to the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatmentSeller, within 60 sixty (60) days following the completion determination of the Closing Date Balance SheetFinal Adjusted Purchase Price pursuant to Section 1.5(c)(i), Buyer shall deliver to Seller a schedule (setting forth the “Preliminary Allocation Schedule”) allocating allocation of the Final Adjusted Purchase Price (which for this purpose shall be deemed including any Assumed Liabilities and any other capitalizable costs to include any liabilities the extent properly taken into account pursuant to Section 1001 of under the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunderthereunder (the “Allocation”). If, If within ten thirty (1030) days following Business Days after receipt of the Preliminary Allocation ScheduleAllocation, the Seller does not notify notifies the Buyer in writing of its disagreement that the Seller objects to one or more items reflected in such Allocation, the Buyer and the Seller shall negotiate in good faith to resolve such dispute. If the Buyer and the Seller resolve any such dispute and agree to a final Allocation, the Buyer and the Seller shall file all Tax Returns (including Internal Revenue Service Form 8594) consistent with the Preliminary final Allocation, and neither the Buyer nor the Seller shall take any Tax position inconsistent with the final Allocation, except to the extent otherwise required by law. If the Buyer and the Seller fail to resolve any dispute with respect to the Allocation Schedule, within thirty (30) Business Days after the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day periodBuyer’s receipt of the Seller’s notice of an objection to the Allocation, the Seller so notifies Buyer, Seller shall not be bound by the Allocation as prepared by the Buyer and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final permitted to file any Tax Returns and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance take any Tax position consistent with the foregoingSeller’s determination of the proper Allocation, shall constitute the “Final notwithstanding that such Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is may be inconsistent with the Final Allocation Scheduleas prepared by the Buyer. The Final Allocation Schedule shall be amended by Buyer and Seller upon any Any adjustment to the Final Adjusted Purchase Price pursuant (including any Assume Liabilities and any other capitalizable costs to the extent properly taken into account under the Code) shall be allocated as provided by Treasury Regulations Section 3.31.1060-1(c).

Allocation of Purchase Price. Buyer shall prepare an allocation of the Purchase Price among the (ai) For federal the membership interests in the Company and applicable state, local (ii) the stock of UMKK and other income Tax purposes, UMNet (“Asset Allocation Statement”). The portion of the Purchase Price that is allocated to the membership interests of the Company on the Asset Allocation Statement plus the liabilities of the Company that are deemed to be assumed by the Buyer and Seller shall treat pursuant to the sale and treatment of the purchase of the Equity Interests contemplated by this Agreement membership interests in the Company as a purchase by Buyer of an asset acquisition in the manner set forth in Section 8.1 shall be allocated among the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code IRC and the applicable Treasury Regulations thereunderthereunder (and any similar provision of state, local or foreign Law, as appropriate) and such allocation shall be set forth on the Asset Allocation Statement. If, within ten Buyer shall deliver the Asset Allocation Statement to Seller no later than ninety (1090) days following receipt the Closing Date. Seller shall notify Buyer of any objections to the Preliminary Asset Allocation Schedule, Statement within fifteen (15) days after the Seller receives the Allocation Statement. If Seller does not notify Buyer in writing of its disagreement with any objections to the Preliminary Asset Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. IfStatement, within such ten that fifteen (10)-day 15) day period, the Asset Allocation Statement shall be construed as final. If Seller so notifies Buyer of an objection to the Asset Allocation Statement by the end of the fifteen (15) day period, and Buyer and Seller are unable to resolve their differences within fifteen (15) days thereafter (“Dispute Resolution Period”), then the disputed items on the Asset Allocation Statement shall be submitted to the Tax Dispute Accountants within five (5) days after the end of the Dispute Resolution Period for resolution and the Tax Dispute Accountants shall be instructed to deliver a finalized Asset Allocation Statement as soon as possible. Buyer and Seller and their respective Affiliates shall report, act and file all Tax Returns (including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the Asset Allocation Statement as well as any amendments to such Tax Returns required with respect to any adjustment to the Purchase Price. Neither Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor or any of its their Affiliates shall file take any federalposition (whether in audits, state, local and foreign Tax Returns in a manner or otherwise) that is inconsistent with the Final information set forth on the Asset Allocation Schedule. The Final Allocation Schedule shall be amended Statement, unless required to do so by Buyer applicable Law; provided, however, that (i) the Buyer’s cost for the assets that it is deemed to acquire may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so allocated and (ii) the amount realized by Seller upon any adjustment may differ from the total amount allocated hereunder to reflect transaction costs that reduce the Purchase Price pursuant to Section 3.3amount realized for federal income Tax purposes.

Allocation of Purchase Price. (a) For federal and applicable statePrior to the Closing, local and other income Tax purposes, Buyer and Seller the parties shall treat the sale and purchase mutually agree upon a preliminary allocation of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Estimated Cash Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Purchased Assets as determined in accordance with Section 1060 of the Code and Code, which allocation will be attached as Exhibit G hereto. Promptly following the Treasury Regulations thereunder. If, within ten (10) days following receipt determination of the Preliminary Allocation ScheduleActual Net Working Capital and following any Contingent Payment, a revised Exhibit G shall be prepared by the Purchaser in a manner consistent with the Exhibit G delivered at Closing. If Seller disagrees that any revised Exhibit G is consistent the Exhibit G delivered at Closing and desires to contest such revised Exhibit G as being so consistent, Seller shall deliver to Purchaser a written objection as to the consistency of such revised Exhibit G within 15 days of receipt thereof, which objection must specify in detail the reasons for such objection. If Seller and Purchaser cannot resolve such objection within 15 days, Seller shall have the right to refer the objection to the Arbitration Firm within 10 days of the lapse of such 15 day period. If Seller fails to deliver a written objection or fails to refer the objection to the Arbitration Firm, in each case within the times specified, the Seller does not notify Buyer in writing revised Exhibit G shall be deemed accepted. The decision of its disagreement with the Preliminary Allocation ScheduleArbitration Firm either to accept the revised Exhibit G as is or to modify it pursuant to Seller’s objections shall be based upon written submissions by the parties, using such procedures as the Preliminary Allocation Schedule Arbitration Firm shall set forth to the parties, and such decision shall be final and bindingbinding upon the parties. If, within such ten (10)-day period, All fees of the Arbitration Firm shall be borne equally by the Seller so notifies Buyerand the Purchaser. The arbitration shall be conducted in New York, New York. The Seller and Buyer shall endeavor the Purchaser each agree, (a) to resolve such disagreement, and if they are able to do so shall make such revisions to report the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding sale of the Purchased Assets for Tax purposes in accordance with the foregoingallocations set forth on the most recent agreed Exhibit G prepared pursuant to this Section 2.9 and to follow the allocations set forth on that Exhibit G in determining and reporting their Liabilities for any Taxes, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor (b) without limitation, not to take any position inconsistent with such allocations on any of its Affiliates shall Tax Returns, and (c) to timely file any federal, state, local and foreign Tax Returns in a manner that is inconsistent federal tax Form 8594 with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to applicable Tax Return for the Purchase Price pursuant to Section 3.3year of this transaction reflecting such allocations.

Allocation of Purchase Price. The Purchase Price shall be allocated among Sellers in the manner set forth in Section 2.8 of the Seller Disclosure Letter. Additionally, Sellers and Buyer agree that the Purchase Price shall be further allocated among the Shares and the Telair U.S. Assets sold by Sellers and Sellers’ covenant not to compete described in Section 5.11 on the basis of an allocation (athe “Allocation”) For federal prepared substantially consistent with Section 2.8 of the Seller Disclosure Letter, except for any such changes that are required by changes in the Business or the Telair U.S. Assets occurring between the date of this Agreement and applicable statethe Closing. The Allocation shall be prepared by Buyer for the review and approval of Sellers, local and other income Tax purposeswhich shall not be unreasonably withheld or denied, within 20 Business Days after the date on which the Final Closing Statement is determined. If within 30 days after delivery of the Allocation, Sellers notify Buyer in writing that Sellers object to the allocation set forth in the Allocation, Buyer and Seller Sellers shall treat use commercially reasonable efforts to resolve such dispute within 20 days thereafter. In the sale event that Buyer and purchase Sellers are unable to resolve such dispute within such 20 days, Buyer and Sellers shall, within 10 days after such 20-day period, submit such disputed items to the CPA Firm for resolution under the procedures set forth in Section 2.6(c). Buyer and Sellers shall make available to the CPA Firm, in connection with the foregoing, all relevant work papers relating to the Allocation calculation. The final version of the Equity Interests contemplated by this Agreement Allocation as a purchase by Buyer of the assets of the Company determined in accordance with Revenue Ruling 99-6the foregoing shall become part of this Agreement for all purposes. Sellers and Buyer agree to report, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. Ifregulations promulgated thereunder or any other similar provision under Law, within ten (10) days following receipt as and when required, the Allocation of the Preliminary Allocation SchedulePurchase Price, as adjusted, among the Shares, the Seller does Telair U.S. Assets and Sellers’ covenant not notify Buyer to compete described in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns Section 5.11 in a manner entirely consistent with such Allocation in the preparation and filing of all Tax Returns (including IRS Form 8594). Neither Buyer nor Sellers shall take any position (whether in audits, Tax Returns, or otherwise) that is inconsistent with such Allocation unless required to do so by Law or by a final determination by the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3applicable Governmental Authority.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase purposes of the Equity Interests contemplated by this Agreement as a purchase by Buyer Tax Elections, within sixty (60) days following the final determination of the assets of the Company Net Working Capital Amount in accordance with Revenue Ruling 99-6Section 2.5, 1999-1 C.B. 432 (Situation 2) and Purchaser shall file all Tax Returns consistently provide Parent with such treatment. In accordance with such tax treatment, within 60 days following the completion a proposed allocation of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule “adjusted grossed-up basis” as defined in Treasury Regulations Section 1.338-5(a) (the “Preliminary Allocation ScheduleAGUB”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the CompanyCompany (and its Subsidiaries, as applicable) in accordance with Treasury Regulations Sections 1.338-6 and 1.338-7 and the principles set forth on Exhibit 9.5 (as finally determined pursuant to this Section 9.5 and including any subsequent adjustment thereto pursuant to this Section 9.5, the “Allocation Schedule”). The Preliminary In the case of any adjustment to the AGUB requiring an amendment to the Allocation Schedule, Purchaser shall prepare such amendment and such amended Allocation Schedule shall, subject to the review and dispute resolution provisions of this Section 9.5, become the Allocation Schedule. Upon receipt from Purchaser, Parent shall have thirty (30) days to review the determinations set forth in the Allocation Schedule (the “Allocation Review Period”). If Parent disagrees with any of Purchaser’s determinations set forth in the Allocation Schedule, Parent shall, on or prior to the last day of the Allocation Review Period, deliver a written notice to Purchaser (the “Allocation Notice of Objection”), setting forth its objections. Unless Parent delivers the Allocation Notice of Objection to Purchaser within the Allocation Review Period, Parent shall be deemed to have accepted the determinations set forth in the Allocation Schedule as proposed by Purchaser. If Parent delivers the Allocation Notice of Objection to Purchaser within the Allocation Review Period, Purchaser and Parent shall, during the thirty (30) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed determinations. At the end of any such period or any mutually agreed extension thereof, any remaining disputes between Purchaser and Parent regarding the Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of resolved by the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding Independent Auditor in accordance with the foregoingdispute resolution mechanism set forth in Section 2.5(a). Neither Parent nor Purchaser shall take any position (whether in audits, shall constitute Tax Returns or otherwise, and, in the case of Parent, in determining the “Final Allocation Schedule.aggregate deemed sales price” Each within the meaning of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner Treasury Regulations Section 1.338-4) that is inconsistent with the Final Tax Elections and the Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price , as finally determined pursuant to this Section 3.39.5 (including any amended Allocation Schedule, if applicable) unless required to do so by a Tax Determination.

Allocation of Purchase Price. (a) For federal and applicable statePrior to the Closing, local and other income Tax purposes, Buyer and Seller the parties shall treat the sale and purchase mutually agree upon a preliminary allocation of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Estimated Cash Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Purchased Assets as determined in accordance with Section 1060 of the Code and which allocation shall be attached as Exhibit G hereto. Promptly following the Treasury Regulations thereunder. If, within ten (10) days following receipt determination of the Preliminary Allocation ScheduleActual Net Working Capital and following any Contingent Payment, a revised Exhibit G shall be prepared by the Purchaser in a manner consistent with the Exhibit G delivered at Closing. If Sellers disagree that any revised Exhibit G is consistent the Exhibit G delivered at Closing and desires to contest such revised Exhibit G as being so consistent, Sellers shall deliver to Purchaser a written objection as to the consistency of such revised Exhibit G within 15 days of receipt thereof, which objection must specify in detail the reasons for such objection. If Sellers and Purchaser cannot resolve such objection within 15 days, Sellers shall have the right to refer the objection to the Arbitration Firm within 10 days of the lapse of such 15 day period. If Sellers fail to deliver a written objection or fails to refer the objection to the Arbitration Firm, in each case within the times specified, the Seller does not notify Buyer in writing revised Exhibit G shall be deemed accepted. The decision of its disagreement with the Preliminary Allocation ScheduleArbitration Firm either to accept the revised Exhibit G as is or to modify it pursuant to Sellers’ objections shall be based upon written submissions by the parties, using such procedures as the Preliminary Allocation Schedule Arbitration Firm shall set forth to the parties, and such decision shall be final and bindingbinding upon the parties. If, within such ten (10)-day period, All fees of the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised Arbitration Firm shall be final borne equally by the Sellers and bindingthe Purchaser. The Preliminary Allocation Schedulearbitration shall be conducted in New York, upon becoming final New York. The Sellers and binding the Purchaser each agree, (a) to report the sale of the Purchased Assets for Tax purposes in accordance with the foregoingallocations set forth on the most recent agreed Exhibit G prepared in accordance with this Section 2.9 and to follow the allocations set forth on that Exhibit G in determining and reporting their Liabilities for any Taxes, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor (b) without limitation, not to take any position inconsistent with such allocations on any of its Affiliates shall Tax Returns, and (c) to timely file any federal, state, local and foreign Tax Returns in a manner that is inconsistent federal tax Form 8594 with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to applicable Tax Return for the Purchase Price pursuant to Section 3.3year of this transaction reflecting such allocations.

Allocation of Purchase Price. (a) For federal Sellers and applicable stateBuyer mutually agree that, local and other income for Tax purposes, Buyer and Seller they shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating allocate the Purchase Price (which including for purposes of this purpose shall be deemed Section 3.6, the Estimated Closing Date Cash Payment, any adjustment to include the Estimated Closing Date Cash Payment determined pursuant to this Agreement, any liabilities properly taken into account Additional Payment and any other consideration, including the Assumed Liabilities) among the Purchased Assets and the covenants not to compete granted pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared 8.1 below in accordance a manner consistent with Section 1060 of the Code and Schedule 3.6. Within a reasonable period of time prior to the Treasury Regulations thereunder. Ifdue date for filing any income Tax Return on which a payment made pursuant to this Agreement is required to be reported, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor deliver to resolve such disagreementSellers’ Representative a schedule setting forth a purchase price allocation, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding prepared in accordance with the foregoingpreceding sentence, that takes into account all payments through the end of the period to which such Tax Return relates (each, an “Allocation Schedule”). Sellers agree that promptly after receiving an Allocation Schedule from Buyer, Sellers’ Representative, as representative of Sellers, shall constitute the “Final return an executed copy thereof to Buyer; provided that if Sellers disagree with an Allocation Schedule.” Each , Sellers’ Representative shall promptly notify Buyer of such disagreement and Sellers and Buyer shall negotiate in good faith to resolve such disagreement prior to the date on which the related Tax Return is required to be filed. Sellers and Seller agrees that neither it nor any of its Affiliates shall Buyer covenant and agree to file any federal, state, local and foreign all income Tax Returns (including IRS Forms 8594) in a manner consistent with the relevant Allocation Schedules, and neither Sellers nor Buyer shall take, or shall permit any Affiliate to take, any position for Tax purposes that is materially inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by on any income Tax Return or otherwise. Sellers and Buyer and Seller upon agree to provide the other promptly with any adjustment other information required to the Purchase Price pursuant to Section 3.3complete IRS Form 8594.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase Each of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating parties hereto agrees that the Purchase Price (which for this purpose shall and any other consideration required to be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Codeunder applicable Law, including Assumed Liabilities) shall be allocated among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Purchased Assets for all Tax purposes in accordance a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunderregulations thereunder and as set forth in accordance with an allocation schedule to be prepared in accordance with this Section 2.07 (the “Allocation Schedule”). If, within ten (10) days following receipt An initial draft of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final prepared by Buyer and bindingdelivered to Seller Representative within 90 days following the Closing Date. If, within such ten (10)-day period, If Seller Representative notifies Buyer in writing that Seller Representative objects to one or more items reflected in the Seller so notifies BuyerAllocation Schedule, Seller Representative and Buyer shall endeavor negotiate in good faith to resolve such disagreementdispute; provided, that if Seller Representative and if they Buyer are able unable to do so shall make such revisions resolve any dispute with respect to the Preliminary Allocation Schedule within 15 days following the delivery by Buyer to reflect such resolution, which as revised shall be final and binding. The Preliminary the Seller Representative of the Allocation Schedule, upon becoming final and binding Schedule in accordance with this Section 2.07, such dispute shall be resolved by the foregoingIndependent Accountant, whose final determination shall constitute be binding on the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any parties hereto for all federal, state, local and foreign income Tax purposes. The fees and expenses of the Independent Accountant shall be borne equally by Sellers, on the one hand, and Buyer, on the other hand. Buyer and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner that is inconsistent consistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment Any adjustments to the Purchase Price pursuant to Section 3.32.06 and any other subsequent adjustments to the Purchase Price (e.g., any indemnification payments) shall be allocated in a manner consistent with the Allocation Schedule.

Allocation of Purchase Price. The parties agree that the purchase price of the Purchased Interests (a) For as determined for U.S. federal income tax purposes), shall, for federal and applicable state, state and local and other income Tax tax purposes, Buyer and Seller shall treat be allocated among the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of undivided percentage interests in the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such deemed purchased for federal income tax treatment, within 60 days following the completion purposes as a result of the Closing Date Balance Sheettransactions provided for herein, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunderpromulgated thereunder and, to the extent required for tax purposes, the option rights set forth in Section 6.12 and Section 6.13. If, within ten Within one hundred twenty (10120) days following receipt after the Closing Date, the Buyer shall deliver to the Seller a proposed allocation (the “Proposed Allocation”) of such purchase price. If the Preliminary Allocation ScheduleSeller has any objection to the Proposed Allocation, the Seller does shall deliver to the Buyer a statement setting forth its objections and suggested adjustments within thirty (30) days from the delivery of the Proposed Allocation (an “Allocation Objections Statement”). The Seller and the Buyer shall negotiate in good faith to resolve any objection set forth in the Allocation Objections Statement(s), but if they do not notify Buyer in writing reach a final resolution within thirty (30) days after the delivery of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day periodObjections Statement, the Seller so notifies and the Buyer shall jointly retain a nationally recognized, independent, public accounting firm mutually agreed by the Buyer and the Seller (the “Accountant”) for purposes of resolving the objections set forth in the Allocation Objection Statement that remain in dispute. Buyer and Seller shall instruct the Accountant to determine and report to the parties upon resolution of such unresolved items and the final allocation, within thirty (30) days after such submission. The Accountant’s decision, absent fraud or manifest error, shall be final, binding, conclusive and non-appealable on the Buyer, the Seller and Buyer the Company Group. The Accountant shall endeavor not review or make any determination with respect to resolve such disagreementany matter other than the objections raised in the Allocation Objections Statement that remain in dispute, and its determination as to each such objection, if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding not in accordance with the foregoingposition of either the Buyer or the Seller, shall constitute not be in excess of the higher, or less than the lower, of the amount advocated by the Seller in the Allocation Objections Statement or by the Buyer in the Proposed Allocation with respect to such objections. The Proposed Allocation as delivered by the Buyer, if an Allocation Objections Statement is not timely submitted by the Seller, and as revised to reflect an agreement by the parties or the determination by the Accountant, is hereinafter referred to as the “Final Allocation”. The Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns be adjusted in a manner that is inconsistent consistent with the Final Allocation Scheduleprinciples of this Section 8.4 to the extent the purchase price of the Purchased Interests is adjusted pursuant to the terms hereof and shall be conclusive and binding upon the Buyer, the Seller and the Company Group for all Tax purposes, and the parties agree that all Tax Returns of the parties and the members of the Company Group shall be prepared in a manner consistent with the Allocation, and the parties shall take no position inconsistent therewith on any Tax Return or in connection with any Tax Proceeding, except upon a contrary final determination by an applicable taxing authority. The Final Allocation Schedule shall Accountant will determine the allocation of the cost of the Accountant’s review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Accountant. For example, should the items in dispute total an amount equal to $1,000 and the Accountant awards $800 in favor of the Seller’s position, 20% of the costs of the Accountant’s review would be amended borne by the Buyer and Seller upon any adjustment to 80% of the Purchase Price pursuant to Section 3.3costs of the Accountant’s review would be borne by the Seller.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer Purchaser shall deliver to Seller Seller, within thirty (30) calendar days after the Final Settlement Date, a schedule allocating the consideration paid by Purchaser among the Assets, including any intangible assets (the “Preliminary Allocation ScheduleProposed Final Allocation”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance a manner consistent with the Post-Closing Schedule and Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If, within ten The methodology for such allocation shall be set forth on Schedule 1.9. Seller shall have thirty (1030) calendar days following from receipt of the Preliminary Proposed Final Allocation Schedule, the to object in writing to such Proposed Final Allocation. If Seller does not notify Buyer object within such period the Proposed Final Allocation shall become final (the “Final Allocation”). If Seller provides written notice to Purchaser prior to the end of such period that objects to the Proposed Final Allocation, Purchaser and Seller shall negotiate in writing good faith to agree on the Final Allocation. If Purchaser and Seller do not agree on the Final Allocation within forty-five (45) calendar days of its disagreement Seller having provided written notice to Purchaser, then any dispute with respect to the Preliminary Final Allocation Schedule, the Preliminary Allocation Schedule shall be resolved by a nationally recognized accounting firm to be selected in accordance with Section 1.7(c). Any determination of such firm shall be made as soon as practicable and will be final and bindingbinding upon the parties. If, within such ten (10)-day period, The parties shall sign the Seller so notifies Buyer, Final Allocation once it has been finalized. Seller and Buyer shall endeavor Purchaser agree to resolve such disagreement(i) be bound, and if they are able cause any of their Affiliates to be bound, by the Final Allocation, (ii) prepare and file their Tax Returns on a basis consistent with the Final Allocation unless required to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolutionotherwise under Applicable Law and (iii) take no position, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor cause any of its their Affiliates shall file any federalto take no position, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Scheduleon any applicable Tax Return or in any administrative or judicial examination or other proceeding with respect to Taxes, unless required to do otherwise under Applicable Law. The In the event that the Final Allocation Schedule or the Estimated Allocation is disputed by any Governmental Entity, the party receiving notice of the dispute shall promptly notify the other party concerning resolution of the dispute. Each of Seller, on the one hand, and Purchaser, on the other hand, agrees to cooperate with the other in preparing Internal Revenue Service (“IRS”) Form(s) 8594 (including any such form(s) required to be amended by Buyer and Seller upon filed as a result of any adjustment to the Purchase Price pursuant consideration paid hereunder), and to Section 3.3furnish the other with a copy of such form(s) prepared in a draft form no later than sixty (60) calendar days before the due date for the filing of such form(s) (including any extensions).

Allocation of Purchase Price. (a) For federal Seller and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating agree that the Purchase Price and the Assumed Liabilities (which for this purpose plus other relevant items) shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) allocated among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable Purchased Assets for all purposes (including Tax and shall be prepared financial accounting) in accordance with Section 1060 of the Code and Code, as shown on the Treasury Regulations thereunderallocation schedule (the “Allocation Schedule”); provided, however, that the Allocation Schedule shall provide that $15,497,150 shall be allocated to the Owned Real Property. If, within ten (10) days following receipt A draft of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final prepared by Buyer and bindingdelivered to Seller within ninety (90) days following the Closing Date. If, If Seller notifies Buyer in writing within such ten forty-five (10)-day period, 45) days that Seller objects to one or more items reflected in the Seller so notifies BuyerAllocation Schedule, Seller and Buyer shall endeavor negotiate in good faith to resolve such disagreementdispute; provided, however, that if Seller and if they Buyer are able unable to do so shall make such revisions resolve any dispute with respect to the Preliminary Allocation Schedule to reflect within one hundred fifty (150) days following the Closing Date, such resolution, which as revised dispute shall be final and bindingresolved by the Independent Accountant. The Preliminary Allocation Schedule, upon becoming final fees and binding in accordance with the foregoing, expenses of such accounting firm shall constitute the “Final Allocation Schedule.” Each of be borne one-half (½) by Seller and one-half (½) by Buyer. Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign all Tax Returns (including amended returns and claims for refund) and information reports in a manner that is inconsistent consistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment Any adjustments to the Purchase Price pursuant to Section 3.32.06 or Section 8.07 herein shall be allocated in a manner consistent with the Allocation Schedule. If Seller fails to notify Buyer in writing within forty-five (45) days that Seller objects to one or more items reflected in the Allocation Schedule, the Allocation Schedule shall be deemed to have been accepted by Seller.

Allocation of Purchase Price. Within thirty (a30) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat days after the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance SheetClosing, Buyer shall deliver to Seller a schedule (statement of the “Preliminary Allocation Schedule”) allocating allocation of the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Assets in accordance with Section 1060 of the Code and the Treasury Income Tax Regulations thereunderpromulgated under the Code (the “Proposed Allocation”). If, within ten Seller shall have thirty (1030) days following the receipt of the Preliminary Proposed Allocation Schedule, the Seller does not during which to notify Buyer of any dispute concerning the Proposed Allocation. Buyer and Seller shall work in writing good faith to resolve any such disputes. If Buyer and Seller are unable to resolve any such dispute within fifteen (15) days (or such longer period as Buyer and Seller shall mutually agree in writing) of its disagreement with the Preliminary Allocation Schedulenotice of such dispute, the Preliminary Allocation Schedule such dispute shall be final resolved and bindingdetermined by Xxxx & Associates LLP, which determination shall be final, conclusive and binding on Buyer and Seller (the allocation agreed to between Buyer and Seller or as determined by Xxxx & Associates LLP, (the “Final Allocation”). If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor agree (i) to resolve such disagreementjointly complete IRS Form 8594 in the manner required by Section 1060 of the Code, the regulations thereunder and the Allocation, and if they are able to do so shall make file separately such revisions to IRS Form 8594 with its federal income tax return for the Preliminary Allocation Schedule to reflect such resolution, tax year in which as revised shall be final the Closing occurs and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees (ii) that neither it Seller nor Buyer will take a position on any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is tax return inconsistent with the Final Allocation Schedule. The without the written consent of the other party; provided, however, nothing contained in this Agreement shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based on or arising out of the Final Allocation Schedule Allocation, and neither Buyer nor Seller shall be amended required to litigate before any court, any proposed deficiency or adjustment by Buyer and Seller upon any adjustment taxing authority challenging such Final Allocation. Notwithstanding anything to the Purchase Price pursuant to contrary in this Agreement, the provisions of this Section 3.32.4 shall survive the Closing.

Allocation of Purchase Price. Between signing and Closing, the parties will determine a mutually agreeable preliminary proposed allocation of the Purchase Price (aand liabilities treated as assumed for Tax purposes and other capitalized costs) For federal among the Purchased Assets in accordance with Code Section 1060 and applicable the Treasury regulations thereunder (and any similar provision of state, local and other income Tax purposesor foreign law, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2appropriate) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating ). The Seller shall deliver a proposed final allocation to the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account Buyer not later than 30 days following the final resolution of the Closing Working Capital pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule 2.6 which shall be reasonable and shall be prepared consistent in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement all material respects with the Preliminary Allocation Schedule, . If the Preliminary Allocation Schedule shall be final Buyer and binding. If, within such ten (10)-day period, the Seller so notifies Buyeragree upon such proposed allocation, Seller and Buyer then such proposed allocation shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to become the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute allocation (the “Final Allocation Schedule.” Each Allocation”). If the Buyer raises any objections in respect of the proposed allocation, then the Buyer and the Seller agrees that neither it nor any of its shall negotiate in good faith until they will have resolved all such objections and the so negotiated allocation shall become the Final Allocation. The Seller and the Buyer and their respective Affiliates shall report, act and file any federal, state, local and foreign Tax Returns (including Internal Revenue Service Form 8594) in a manner all respects and for all Tax purposes consistent with such Final Allocation. The Buyer shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as the Seller may reasonably request to prepare such Final Allocation. Neither the Seller nor the Buyer (nor their respective Affiliates) shall take any Tax position (whether in audits, Tax Returns or otherwise) that is inconsistent with such Final Allocation unless required to do so by applicable Law. If, after the proposed allocation becomes the Final Allocation, any event occurs that will result in an adjustment of the Purchase Price (including pursuant to Section 2.6 or pursuant to Article VII), then the Buyer and the Seller shall amend the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3accordingly.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within Within 60 days following after the completion of the Closing Date Balance SheetAdjusted Net Working Capital has become final and binding pursuant to Section 1.7, Buyer shall prepare and deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating proposed allocation of the Purchase Price (which for purposes of this purpose Section 1.11 shall be deemed to include any liabilities properly taken into account pursuant Liabilities required to Section 1001 be treated as part of the CodePurchase Price for U.S. federal income tax purposes) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and Section 1.5, and the Treasury Regulations thereunderprinciples set forth in Schedule 1.11. If, within ten (10) For a period of 30 days following Seller’s receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer’s proposed allocation, Seller and Buyer shall endeavor work together to resolve seek an agreement on the proposed allocation. If Seller and Buyer are unable to reach an agreement regarding such disagreementallocation during such 30-day period (or by such other deadline as Seller and Buyer agree in writing), Buyer and if they are able to do so Seller shall make such revisions submit their disagreement to the Preliminary Allocation Schedule Independent Accounting Firm to reflect such resolutionbe resolved. The final allocation, which whether as revised prepared by Buyer and not timely objected to by Seller, as agreed by the Parties or as determined by the Independent Accounting Firm (the “Final Allocation”), shall be final and bindingbinding on all Parties. The Preliminary Allocation ScheduleExcept as required pursuant to a “determination” within the meaning of Section 1313 of the Code (or any similar provision of state, upon becoming final local or foreign Law) or as otherwise provided herein, Seller, Buyer, the Selling Persons and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each all of Buyer and Seller agrees that neither it nor any of its their respective Affiliates shall file any federal, state, local and foreign all Tax Returns in a manner that is inconsistent consistent with the Final Allocation Schedule. The and shall take no position inconsistent therewith (including in any amended Tax Returns, claims for refund or audits or examination by any Governmental Body or any other Proceedings) on any Tax Return or in connection with any Proceeding regarding Taxes; provided, however, that nothing herein shall prevent a Party from settling any proposed deficiency or adjustment by any Governmental Body based on the Final Allocation Schedule and no Party will be required to litigate any proposed adjustment by any Governmental Body challenging such Final Allocation. In the event that the Final Allocation is disputed by any Governmental Body, the Party receiving the notice of the contest shall provide the other Parties with prompt written notice thereof (which in any event shall be amended provided within 30 days after receiving notice of contest from the Governmental Body). Any fees and expenses of the Independent Accounting Firm to resolve a dispute in accordance with 101572953.9 11 this Section 1.11 shall be borne 50% by Seller and 50% by Buyer. To the extent reasonably requested by any Party, subject to the foregoing, Buyer and Seller upon shall reasonably cooperate in the filing of any adjustment forms with respect to such allocation, including any required amendments to such forms. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation. Any adjustments to the Purchase Price pursuant to Section 3.3and the Earn-Out Payments (excluding imputed interest), if any, shall be allocated among the Assets as set forth in the Final Allocation.

Allocation of Purchase Price. The Purchase Price (aand any other amounts treated as consideration for U.S. federal income tax purposes) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat be allocated among the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company Acquired Assets in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a an allocation schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunderthereunder (the “Allocation Schedule”). IfWithin 60 days after the Purchase Price is finally determined pursuant to this Article III, within ten (10) the Buyer shall deliver a draft Allocation Schedule to the Seller for the Seller’s review and comment. The Seller shall have the right to review and comment on the Allocation Schedule. Within 60 days following receipt of the Preliminary after receiving such Allocation Schedule, the Seller shall notify the Buyer in writing if it has any objections to the Allocation Schedule. If the Seller does not notify the Buyer in writing of its disagreement with any objection to the Preliminary Allocation Schedule, the Preliminary Allocation Schedule during such 60 day period, then the Allocation Schedule shall be deemed agreed to by the Parties, and all allocations therein shall be final and binding. IfIf the Seller objects to any items of the Allocation Schedule, then the Parties shall negotiate in good faith to resolve any disagreement regarding such disputed items as soon as practicable. If the Seller and the Buyer are unable to resolve any disagreement with respect to the Allocation Schedule within such ten (10)-day period15 days following notification by Seller, any remaining disputed items shall be resolved by the Final Arbiter applying, mutatis mutandis, the Seller so notifies Buyerprocedures set forth in Section 3.3(d), and the Seller and the Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to revise the Preliminary Allocation Schedule to reflect such resolution, which as resolution and such revised shall Allocation Schedule will be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and the Seller agrees that neither it nor any of its and their Affiliates shall report, act and file any federal, state, local and foreign all Tax Returns (including but not limited to IRS Form 8594) in a manner all respects consistent with such Allocation Schedule and neither the Buyer nor the Seller shall take any position (whether in Tax Returns or otherwise) that is inconsistent with the Final Allocation Schedule. The Final final Allocation Schedule shall be amended for Tax purposes unless required to do so by Buyer and Seller upon any adjustment to a “determination” within the meaning of Section 1313(a) of the Code. In the event that the Purchase Price pursuant to Section 3.3is adjusted (as provided herein or otherwise), any such adjustment will be allocated among the assets of the Buyer in a manner consistent with the Allocation Schedule as either agreed or as determined by the Final Arbiter.

Allocation of Purchase Price. Buyer shall, no later than ninety (a90) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of after the Closing Date Balance SheetDate, Buyer shall prepare and deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating allocating, to the extent allowable under applicable United States tax laws, the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 and the Assumed Liabilities as of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Closing Date in accordance with Section 1060 Treasury Regulation 1.1060-1 (or any comparable provisions of state or local tax law) or any successor provision. Seller shall have the Code and the Treasury Regulations thereunder. If, right to raise objections within ten (10) days following of its receipt thereof. If Buyer and Seller cannot mutually resolve Seller’s objections to the Allocation Schedule within ten (10) days of Buyer’s receipt of such objections, such dispute with respect to the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final presented to an independent appraiser (the “Arbitrator”) mutually selected by Xxxxx and binding. IfSeller, which Arbitrator shall be instructed to endeavor to deliver, within sixty (60) days thereafter, a final, binding and conclusive decision upon each of the Parties. In the event that Xxxxx and Seller cannot agree on the selection of an Arbitrator, either Party may request the AAA to appoint a nationally recognized independent appraiser, and such ten appointment shall be final, binding and conclusive on Buyer and Seller. Promptly, but no later than thirty (10)-day period30) days after acceptance of its appointment as Arbitrator, the Seller so notifies Buyer, Seller Arbitrator shall determine the remaining disputed items and Buyer shall endeavor render a written report to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent resolving such dispute with respect to the Final Allocation Schedule. The Final Allocation Schedule Arbitrator’s decision shall be amended final, binding and conclusive on all Parties. The Parties shall cooperate with each other, and each other’s Representatives and with the Arbitrator in order that any and all matters in dispute shall be resolved as soon as practicable. The fees, costs and expenses of such Arbitrator incurred in connection therewith shall be shared equally by Xxxxx and Seller. Buyer and Seller upon shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Taxing Authority or any other Proceedings). Buyer and Seller shall file or cause to be filed any and all forms (including Form 8594), statements and schedules with respect to such allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the agreements set forth in this Section 3.34.2 shall survive the Closing Date.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat As soon as practicable after the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance SheetClosing, Buyer shall deliver to Seller a schedule statement (the “Preliminary Allocation ScheduleStatement”) allocating ), setting forth the value of the Purchased Assets which shall be used for the allocation of the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of and the Code) Assumed Liabilities among the assets of Purchased Assets and the Company. The Preliminary Allocation Schedule Assumed Liabilities, and which shall be reasonable and shall be prepared in accordance comply with Section 1060 of the Code Code; provided however, Buyer and the Treasury Regulations thereunder. If, within ten (10) days following receipt Seller agree that a portion of the Preliminary Purchase Price shall be allocated to the services to be performed by the Shareholder under the Consulting Agreement (as defined herein) as set forth on Schedule 2.1(b). Seller shall have a period of fifteen (15) Business Days after the delivery of the Allocation ScheduleStatement to present in writing to Buyer notice of any objections Seller may have to the allocation set forth in the Allocation Statement. Unless Seller timely objects, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule Statement shall be final and bindingbinding on the Parties without further adjustment. If, If Seller shall raise any objections within such ten the fifteen (10)-day 15) Business Day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor negotiate in good faith and use their best efforts to resolve such disagreementdispute. If Seller and Buyer fail to agree within five (5) Business Days after the delivery of the notice of objection, then the disputed items shall be resolved by Accounting Referee (defined below). The Accounting Referee shall resolve the dispute (the “Accounting Determination”) within thirty (30) days of having the item referred to it and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised Accounting Determination shall be final and bindingbinding on the parties hereto. The Preliminary Allocation Schedulecosts, upon becoming final retainers, fees and binding expenses of the Accounting Referee shall be borne equally by Seller and Buyer. Any payments made by either Buyer or Seller pursuant to Section 2.8 and Section 2.9 of this Agreement shall be allocated in accordance with the foregoing, determination mutually agreed by Seller and Buyer. The Parties acknowledge that the allocations set forth on the Allocation Statement shall constitute be binding upon the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any Parties for all applicable federal, state, local and foreign Tax Returns purposes. Seller and Buyer agree to report the allocation of the Purchase Price among the Purchased Assets in a manner that is inconsistent entirely consistent with the Final Allocation ScheduleStatement and agree to act in accordance with such Allocation Statement in the preparation of financial statements and filing of all Tax Returns (including, without limitation, filing Form 8594 with its federal income Tax Return for the taxable year that includes the date of the Closing) and in the course of any Tax audit, Tax review or Tax litigation relating thereto. The Final Allocation Schedule No later than ten (10) days prior to the filing of their respective Forms 8594 relating to the transactions contemplated by this Agreement (together with the transactions contemplated by the Ancillary Agreements, (the “Contemplated Transactions”), the Buyer and Seller shall deliver to each other a copy of its respective Form 8594. In addition, no later than ten (10) days prior to filing, Buyer and Seller shall also deliver to each other copies of any supplemental statements or subsequent amendments to such initial Forms 8594 that may be amended filed by Buyer and Seller upon as a result of any adjustment to the Purchase Price payments that may be made pursuant to Section 3.32.8 or Section 2.9 of this Agreement or otherwise. Each Party shall notify the other Party if it receives notice that the IRS or other Governmental Body proposes any allocation different than that set forth in the Allocation Statement. Except as otherwise required by Law, Buyer and Seller shall cooperate fully in connection with the appropriate Tax reporting and Tax characterization of any Earn-Out Payments to be made under Section 2.9, including, but not limited to, specifically allocating any such payments when made to Seller’s Class VII assets (goodwill and going-concern value) in accordance with the Allocation Statement, and imputing an appropriate amount of interest in connection with any such payments under Sections 483 and 1274 or other applicable provisions of the Code or similar provisions of state and local law.

Allocation of Purchase Price. Seller and Purchaser agree that the Purchase Price shall be allocated among the Purchased Assets for all purposes as shown using the methodology set forth on Schedule 2.4. Within ninety (a90) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance SheetDate, Buyer Purchaser shall deliver to Seller a final allocation schedule prepared by Purchaser’s Accountants using such methodology (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company). The Preliminary Allocation Schedule shall be reasonable conclusive and shall be prepared in accordance with Section 1060 binding upon the parties, unless Seller objects to the Allocation Schedule by delivering written notice of the Code and the Treasury Regulations thereunder. If, objection to Purchaser within ten (10) days following Purchaser’s receipt of the Preliminary Allocation Schedule, in which case Seller and Purchaser shall negotiate in good faith to resolve the disputed matters. If Seller does and Purchaser fail to reach agreement despite their good faith efforts within thirty (30) days following Purchaser’s receipt of Seller’s notice of objection, then those matters and amounts remaining in dispute (the “Disputed Allocation Amounts”) shall be submitted to an independent accounting firm of national or regional standing jointly selected by Purchaser and Seller (the “Independent Accountants”) who, acting as experts and not notify Buyer in writing of its disagreement with arbitrators, shall resolve the Preliminary Disputed Allocation Amounts only and make any necessary adjustments to the Allocation Schedule. The Independent Accountants shall make a determination as soon as practicable within thirty (30) days, or such other time as Purchaser and Seller agree in writing) following their engagement and their resolution of the Preliminary Disputed Allocation Amounts and any resulting adjustments to the Allocation Schedule shall be final and bindingbinding on the parties. If, within such ten (10)-day period, Fees and costs of the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised Independent Accountants shall be final borne equally by Purchaser and bindingSeller. The Preliminary Allocation Scheduleparties agree that all state, upon becoming final federal and binding local Tax Returns (including IRS Form 8594) and all financial statements of the parties shall be prepared in accordance a manner consistent with (and the foregoing, parties shall constitute not otherwise file a Tax Return or take any position inconsistent with) the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3.

Allocation of Purchase Price. (a) For The Parties agree that the Purchase Price shall be allocated for federal income tax purposes among the Staffing Interests, the Mediscan Interests and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase Services Interests as set forth on Schedule 9.9. The Parties agree that an allocation of the Equity Interests contemplated by this Agreement as a purchase by Buyer Purchase Price (plus other relevant items) with respect to each of the assets Companies amongst the Properties of such Company shall be set forth on the Initial Allocation Schedule attached hereto on or before the Closing Date. The Initial Allocation Schedule shall be prepared in a manner consistent with the fair market values of the Company applicable Properties and in accordance with Revenue Ruling 99-6Code Section 1060 and consistent with the foregoing, 1999-1 C.B. 432 (Situation 2) and shall file the parties agree that substantially all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion value in excess of the book value of each Company’s tangible assets will be allocated to goodwill and customer relationships. No later than ninety (90) days after the Closing Date Balance SheetDate, Buyer shall deliver to Seller Seller’s Representative a schedule (the “Preliminary statement setting forth a Final Allocation Schedule”) allocating Schedule incorporating any adjustments to the Purchase Price (following the Closing Date, which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance a manner consistent with Section 1060 of the Code Initial Allocation Schedule. Buyer shall permit Seller to review and comment on the Treasury Regulations thereunderFinal Allocation Schedule and shall consider in good faith any revisions to such Tax Returns as are reasonably requested by the Sellers’ Representative. If, within ten (10) days following receipt of Sellers and Buyer will prepare and file all Tax Returns to be filed with any Tax authority in a manner consistent with the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement and will take no position inconsistent with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. Ifon any Tax Return, within such ten (10)-day periodany discussion with or proceeding before any Tax authority, the Seller so notifies Buyeror otherwise, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions except to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be extent that there has been a final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in determination by a manner taxing authority or tribunal that is inconsistent with therewith. In the Final Allocation Schedule. The Final event that the Allocation Schedule shall be amended is disputed by Buyer and Seller upon any adjustment to Tax authority, the Purchase Price pursuant to Section 3.3party receiving notice of such dispute will promptly notify the other Parties thereof.

Allocation of Purchase Price. Within seventy-five (a75) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat days after the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance SheetClosing, Buyer shall deliver to Seller a schedule Sellers for Sellers’ review and approval allocation schedule(s) (the “Preliminary Allocation ScheduleSchedule(s)”) allocating the Purchase Price (which Price, including the Assumed Liabilities that are liabilities for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) federal income Tax purposes, among the assets of the CompanyAcquired Assets. The Preliminary Allocation Schedule Schedule(s) shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations regulations thereunder. IfThe approval of the Allocation Schedule(s) by Sellers shall not be unreasonably withheld, within ten and in the event that Sellers shall have objections to all or any portion of the Allocation Schedule(s) then, on or before the twentieth (1020th) days Business Day following their receipt of the Preliminary Allocation ScheduleSchedule(s) from Buyer as herein provided, Sellers shall deliver to Buyer a written objection to such Allocation Schedule(s), which written objection shall set forth in reasonable detail the Seller does not notify basis for the objections of Sellers thereto. In the event that Sellers shall deliver to Buyer a written objection to the Allocation Schedule(s) in writing of its disagreement accordance with the Preliminary Allocation Schedulethis Section 3.3, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller Sellers and Buyer shall endeavor thereafter work in good faith to resolve any and all objections set forth therein and, upon such disagreementresolution. If Sellers and Buyer are unable to resolve any material differences with regard to the allocation of the Purchase Price within fifteen (15) Business Days after Sellers’ delivery of such written objection, then any disputed matters will be finally and conclusively determined by an independent certified public accounting firm or independent certified appraisal firm (the “Allocation Arbiter”) mutually agreed upon by Buyer and Sellers (such agreement not be unreasonably withheld or delayed by Buyer or Sellers). Buyer and Sellers shall instruct the Allocation Arbiter to promptly, but not later than thirty (30) days after its acceptance of appointment, determine (based solely upon representations of Buyer and Sellers and not by independent review) only those matters in dispute and render a written report as to the disputed matters and the resulting allocation. Such a determination by the Allocation Arbiter shall, absent manifest error, be conclusive and binding on the Parties. The Allocation Arbiter’s fees and expenses shall be borne equally by Buyer, on the one hand, and if they are able to do so shall make such revisions to Sellers, on the Preliminary Allocation Schedule to reflect such resolutionother hand. Buyer and Sellers will each file IRS Forms 8594, which as revised shall be final and binding. The Preliminary Allocation Scheduleall Tax Returns, upon becoming final and binding in accordance with the foregoingAllocation Schedule(s) that are established pursuant to the terms of this Section 3.3. Sellers, shall constitute on the “Final Allocation Schedule.” Each of one hand, and Buyer, on the other hand, each agrees to provide the other promptly with any other information required to complete IRS Forms 8594. Neither Buyer and Seller agrees that neither it nor any of its Affiliates Seller shall file take any federal, state, local and foreign Tax Returns in a manner that is position inconsistent with such Allocation Schedule(s) and neither Buyer nor any Seller shall agree to any proposed adjustment based upon or arising out of Allocation Schedule(s) by any Governmental Authority without first giving the Final other party prior written notice; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Schedule. The Final Allocation Schedule Schedule(s), and neither Buyer nor any Seller shall be amended required to litigate before any court any proposed deficiency or adjustment by Buyer and Seller any Governmental Authority based upon any adjustment to the Purchase Price pursuant to Section 3.3or arising out of such Allocation Schedule(s).

Allocation of Purchase Price. (a) For Purchaser shall prepare a schedule illustrating the allocation of the Purchase Price, the Closing Reimbursement Payment and the portion of the Assumed Obligations, if any, constituting consideration for U.S. federal and applicable state, local and other income Tax tax purposes, Buyer and Seller among the Transferred Assets, which shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns be prepared consistently with such treatment. In accordance with such tax treatment, within 60 days following Code Section 1060 and the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule regulations promulgated thereunder (the “Preliminary Allocation Schedule”), and shall deliver the Allocation Schedule to Seller within 30 Business Days following the Closing Date. If within twenty (20) allocating days after the Purchase Price delivery of the Allocation Schedule, Seller notifies Purchaser in writing that it objects to the allocation set forth in the Allocation Schedule, the Parties shall use commercially reasonable efforts to resolve such dispute. In the event that the Parties are unable to resolve such dispute within twenty (which for this purpose 20) days after Seller notifies Purchaser in writing of its objection, the dispute shall be deemed resolved by the Accounting Firm in the same manner as disputes are intended to include any liabilities properly taken into account be resolved pursuant to Section 1001 of 2.6, and the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule adjusted to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute Schedule so revised (the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule ”) shall be amended by Buyer conclusive and Seller binding upon the Parties. In the event of any adjustment to the Purchase Price pursuant or the Closing Reimbursement Payment (or any other item of consideration for income Tax purposes) requiring an amendment to the Allocation Schedule, Purchaser shall amend the Allocation Schedule in accordance with the principles set forth in this Section 3.32.7 and shall provide such amended allocation to Seller (which, subject to the provisions set forth in this Section 2.7, shall become the Final Allocation Schedule). The Parties agree, unless otherwise required by Law, not to take any position inconsistent with the Final Allocation Schedule for Tax reporting purposes.

Allocation of Purchase Price. The parties (aand their respective Affiliates) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase agree to a preliminary non-binding allocation of the Equity Interests contemplated by estimated Final Purchase Price among the Seller Entities based on the fair market value of such Seller Entities in accordance with Exhibit E attached hereto. After the date of this Agreement Agreement, but prior to the Closing, the parties shall negotiate in good faith and agree on (i) any revisions to such preliminary allocation of the estimated Final Purchase Price among the Seller Entities (the “Allocation Schedule”), and (ii) an allocation, in a manner consistent with the Allocation Schedule, of the estimated Final Purchase Price (and any other amounts treated as a purchase by Buyer of consideration for U.S. federal income tax purposes) to the assets of the Company Seller Entities deemed to be sold hereunder in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder, if applicable (the “Preliminary Purchase Price Allocation”). If, within ten (10) days following receipt of Any issues with respect to the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule which have not been finally resolved within thirty (30) calendar days after the date of this Agreement shall be referred to the Independent Arbitrator, whose determination shall be final and bindingbinding upon the parties. IfWithin thirty (30) calendar days after the date on which the Final Purchase Price is determined (the “Determination Date”), within such ten (10)-day period, the Purchaser shall deliver to Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such a written statement setting forth any proposed revisions to the Preliminary Purchase Price Allocation Schedule based on the actual Final Purchase Price. If within thirty (30) days after Seller’s receipt of such written statement, Seller has not objected in writing to reflect such written statement, the revisions to the Preliminary Purchase Price Allocation proposed by Purchaser shall become final. If Seller objects in writing to Purchaser’s proposed revisions within such 30-day period, the parties shall negotiate in good faith to resolve the objections. If such objections are not finally resolved within sixty (60) days following the Determination Date, the dispute shall be submitted to the Independent Arbitrator for resolution, which as revised whose determination shall be final and bindingbinding upon the parties. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer Purchaser and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign their Tax Returns (and IRS Form 8594, if applicable) on the basis of the allocation of the Final Purchase Price, determined as provided in this Section 3.4, and neither party shall thereafter take a manner Tax Return position or any other position for applicable Tax purposes that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price such allocation unless otherwise required pursuant to a final “determination” as defined in Section 3.31313 of the Code.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, The consideration given by Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by UK Buyer under this Agreement as a purchase by Buyer (including without limitation the payment of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose and the assumption of the Assumed Liabilities) shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) allocated among the assets of Purchased Assets, the Company. The Preliminary Allocation Schedule shall be reasonable Shares and shall be prepared the noncompetition covenants provided in Article 9 in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), the regulations under the Code and the Treasury Regulations thereunder. If, within ten (10) in accordance with Exhibit C. Within 60 days following receipt of the Preliminary Allocation Scheduledate upon which the Purchase Price is finally determined, the Buyer shall prepare an Asset Acquisition Statement (Form 8594) and shall furnish a copy thereof to Seller. If Seller does not notify object to the Asset Acquisition Statement prepared by Buyer in writing of within 30 days following its disagreement with the Preliminary Allocation Schedulereceipt thereof, the Preliminary Allocation Schedule such statement shall be final and bindingfor purposes of this Agreement. IfIn the event, however, that Seller objects to the Asset Acquisition Statement within such ten (10)-day period, 30 days after the Seller so notifies Buyerreceipt thereof, Seller and Buyer shall endeavor meet promptly and in good faith attempt to resolve any objections of Seller and to use their best efforts to agree upon the allocation among the Purchased Assets, the Shares and the noncompetition covenants. In the event that Seller and Buyer are unable to resolve their differences over the Asset Acquisition Statement, such disagreement, and if they are able to do so differences shall make such revisions to the Preliminary Allocation Schedule be resolved by arbitration in accordance with Section 12.15. The Parties agree to reflect such resolutionallocation, which as revised shall be final and binding. The Preliminary Allocation Schedulenot to take any position inconsistent with such allocation, upon becoming final in filing all tax returns or declarations (including filing Form 8594) and binding in accordance with the foregoingany tax audits or contests for foreign, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, state or local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3income tax purposes.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase Within one hundred twenty (120) days after final determination of the Equity Interests contemplated by this Agreement Post-Closing Adjustment and the Final Purchase Price (or as soon as reasonably practicable thereafter), Parent shall provide to Purchaser a schedule allocating the Final Purchase Price (together with any other relevant amounts, including liabilities deemed assumed for U.S. federal income tax purposes) among each of (i) the Transferred Entities, with any amount allocated to a Transferred Entity that is either (A) classified as a purchase by Buyer of disregarded entity for U.S. federal income tax purposes or (B) for which a Section 338 Election has been or will be made allocated amongst the assets of the Company such Transferred Entity and (ii) any other assets acquired pursuant to this Agreement or any Ancillary Agreement (including any treated as having been acquired for Tax purposes) in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) Code Sections 1060 and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule 338 and Treasury Regulations thereunder (the “Preliminary Allocation Schedule”) allocating ); provided, that the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 reflect not less than 88.6% of the Code and Final Purchase Price as allocated to F&S Americas (the Treasury Regulations thereunder“Agreed U.S. Allocation”). If, If within ten thirty (1030) days following receipt of after receiving the Preliminary Allocation Schedule, the Seller does Purchaser has not notify Buyer in writing of its disagreement with the Preliminary Allocation Scheduleobjected, the Preliminary Allocation Schedule shall be final and binding. If, If within such ten thirty (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions 30) days Purchaser objects to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final Parent and binding Purchaser shall cooperate in good faith to resolve their differences; provided, that to the extent the parties fail to agree on the Allocation Schedule, (x) the Allocation Schedule shall consist solely of the Agreed U.S. Allocation and (y) Parent, on the one hand, and Purchaser, on the other hand, shall otherwise each be entitled to prepare (and cause its respective Affiliates, including the Transferred Entities to prepare) its Tax Returns as it otherwise determines appropriate. Purchaser and Parent agree for all U.S. federal, state and local Tax reporting purposes to report the transactions contemplated by this Agreement in accordance with the foregoingagreements in this Section 7.12(a) and the Allocation Schedule as finally determined pursuant to this Section 7.12(a), shall constitute and to not take any position during the “Final Allocation Schedule.” Each course of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is audit or other legal proceeding inconsistent with the Final Allocation Schedule. The Final agreements in this Section 7.12(a) as to such Allocation Schedule shall be amended unless required by Buyer and Seller upon any adjustment to “determination” within the Purchase Price pursuant to meaning of Section 3.31313(a) of the Code.

Allocation of Purchase Price. (a) For federal Within 30 days after the Adjusted Net Working Capital has become final and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheetbinding pursuant to Section 1.7, Buyer shall prepare and deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating proposed allocation of the Purchase Price (which for purposes of this purpose Section 1.11 shall be deemed to include any liabilities properly taken into account pursuant Liabilities required to Section 1001 be treated as part of the CodePurchase Price for U.S. federal income tax purposes) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunderSection 1.5. If, within ten (10) For a period of 30 days following Seller’s receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer’s proposed allocation, Seller and Buyer shall endeavor work together to resolve seek an agreement on the proposed allocation. If Seller and Buyer are unable to reach an agreement regarding such disagreementallocation during such 30-day period (or by such other deadline as Seller and Buyer agree in writing), Buyer and if they are able to do so Seller shall make such revisions submit their disagreement to the Preliminary Allocation Schedule Independent Accounting Firm to reflect such resolutionbe resolved. The final allocation, which whether as revised prepared by Buyer and not timely objected to by Seller, as agreed by the parties or as determined by the Independent Accounting Firm (the “Final Allocation”), shall be final and bindingbinding on all parties. The Preliminary Allocation ScheduleExcept as required pursuant to a “determination” within the meaning of Section 1313 of the Code (or any similar provision of state, upon becoming final local or foreign Law) or as otherwise provided herein, Seller, Buyer, the Selling Person and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each all of Buyer and Seller agrees that neither it nor any of its their respective Affiliates shall file any federal, state, local and foreign all Tax Returns in a manner that is inconsistent consistent with the Final Allocation Schedule. The and shall take no position inconsistent therewith (including in any amended Tax Returns, claims for refund or audits or examination by any Governmental Body or any other Proceedings) on any Tax Return or in connection with any Proceeding regarding Taxes; provided, however, that nothing herein shall prevent a Party from settling any proposed deficiency or adjustment by any Governmental Body based on the Final Allocation Schedule and no Party will be required to litigate any proposed adjustment by any Governmental Body challenging such Final Allocation. In the event that the Final Allocation is disputed by any Governmental Body, the Party receiving the notice of the contest shall provide the other parties with prompt written notice thereof (which in any event shall be amended provided within 30 days of receiving notice of contest from the Governmental Body). Any fees and expenses of the Independent Accounting Firm to resolve a dispute in accordance with this Section 1.11 shall be borne 50% by Seller and 50% by Buyer. To the extent reasonably requested by any Party, subject to the foregoing, Buyer and Seller upon shall reasonably cooperate in the filing of any adjustment forms with respect to such allocation, including any required amendments to such forms. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation. Any adjustments to the Purchase Price pursuant under Section 1.7, if any, shall be allocated as appropriate among the affected Assets as set forth in the Final Allocation. Any adjustments to Section 3.3the Purchase Price attributable to the Earn-Out Payments, excluding any amounts treated as interest (or original issue discount) for federal income Tax purposes, shall be allocated to goodwill.

Allocation of Purchase Price. Within sixty (a60) For federal and applicable statedays after the date as of which the Aggregate Purchase Price has been determined, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer Sellers shall deliver to Seller Buyers a schedule allocating the Aggregate Purchase Price (including any Assumed Liabilities treated as consideration for the Purchased Assets for Tax purposes) (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with the principles of Section 1060 of the Code Code. The Allocation Schedule shall be deemed final unless Buyers notify Sellers in writing that Buyers object to one or more items reflected in the Allocation Schedule no later than 5:00 p.m. New York City time on the date that is sixty (60) days after delivery of the Allocation Schedule to Buyers. In the event of any such objection, Sellers and Buyers shall negotiate in good faith to resolve such dispute; provided, however, that if Sellers and Buyers are unable to resolve any dispute with respect to the Treasury Regulations thereunder. If, Allocation Schedule within ten (10) days following after the receipt by Sellers of Buyers’ objections, such dispute shall be resolved by the Accountant. The Accountant shall be requested by the parties to render a decision within ten (10) days after receipt of notification of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall dispute and such decision will be final and bindingbinding on each of the parties. If, within such ten (10)-day period, The fees and expenses of the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised Accountant shall be final borne equally by Sellers and bindingBuyers. The Preliminary Allocation ScheduleSellers and Buyers agree to pay all Taxes and file all their respective federal, upon becoming final state and binding local Tax Returns in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended as finally determined pursuant to this Section 2.08 and to take no position contrary thereto or inconsistent therewith (including in any audits or examinations by Buyer any taxing authority or any other proceedings), unless, and Seller upon any then only to the extent, required by a “determination” (within the meaning of Section 1313(a)(1) or 1313(a)(2) of the Code or analogous provision of state or local income tax law). Any adjustment to the Aggregate Purchase Price pursuant to this Agreement shall be allocated among the Purchased Assets in a manner consistent with this Section 3.32.08 by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. (a) For federal Sellers and applicable state, local Buyer agree that the Purchase Price and other income Tax purposes, Buyer and Seller shall treat the sale and purchase Liabilities of the Equity Interests contemplated by this Agreement as a purchase by Buyer of Company (plus other relevant items) shall be allocated among the assets of the Company for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). The final Allocation Schedule shall be prepared by Buyer and delivered to the Seller Representative within 60 days following the Closing Date for its approval. If the Seller Representative does not notify the Buyer in accordance writing of an objection to the Allocation Schedule within 30 days of its delivery to the Seller Representative, then the Allocation Schedule as prepared by the Buyer shall be deemed approved by the Sellers. If the Seller Representative notifies Buyer in writing within 30 days of the delivery to the Seller Representative of the Allocation Schedule that the Seller Representative objects to one or more items reflected in the Allocation Schedule as being unreasonable and states the reason for such objection, the Seller Representative and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if the Seller Representative and Buyer are unable to resolve any dispute with Revenue Ruling 99-6respect to the Allocation Schedule within 30 days of the delivery to Buyer of the written objections of the Seller Representative, 1999-1 C.B. 432 (Situation 2) such dispute shall be resolved by the Accounting Referee who shall uphold the Buyer's valuations unless he finds them to be unreasonable. The fees and expenses of such accounting firm shall be borne equally by Sellers and Buyer. Buyer, the Company and Sellers shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”including amended returns and claims for refund) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns information reports in a manner that is inconsistent consistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment Any adjustments to the Purchase Price pursuant to Section 3.3shall be allocated in a manner consistent with the Allocation Schedule.

Allocation of Purchase Price. The Parties recognize their mutual obligations to comply with Section 1060 of the Code and to comply with any similar provision of foreign, state or local law. Purchaser shall prepare an allocation of the purchase price (awhich shall include all consideration payable hereunder, including any payment payable to Seller under ARTICLE II) For as determined for U.S. federal and applicable state, local and other income Tax tax purposes, Buyer and Seller shall treat among the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the purchased assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) the allocation principles set forth on Schedule 6.05 and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunderregulations thereunder (and any similar applicable provision of state, local or foreign law, as appropriate) which allocation and any adjustments thereto shall be binding among the Parties, including for purposes of filing Form 8594 with each of their respective federal income tax returns. If, Purchaser shall deliver such allocation statement to Seller within ten sixty (1060) days following receipt after the Closing. The allocation statement, as determined by Purchaser, shall be binding unless within thirty (30) Business Days after delivery of the Preliminary Allocation Scheduleallocation statement, the Seller does not notify Buyer notifies Purchaser in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the that Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions objects to the Preliminary Allocation Schedule allocation set forth in the allocation statement setting forth in reasonable detail its objections and the basis therefore. If such notice is given, Purchaser and Seller shall promptly work in good faith to reflect such resolution, which as revised shall be final and bindingreach agreement to any adjustments required to the allocation. The Preliminary Allocation Schedule, upon becoming final and binding Parties agree to update the allocation statement in accordance with good faith in the case that any additional payments or adjustments to the purchase price are made herein. Notwithstanding the foregoing, shall constitute in the “Final Allocation Schedule.” Each event the Parties cannot come to an agreement on the content of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federalthe allocation statement, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule then each Party shall be amended by Buyer free to take its own respective position in respect of such allocation (including on Form 8594). Seller and Seller upon Purchaser shall each timely and properly prepare, execute, file and deliver all such documents, forms and other information as the other Party may reasonably request to prepare the allocation and any adjustment to the Purchase Price pursuant to Section 3.3adjustments thereto.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer Purchaser shall deliver to Seller Seller, within thirty (30) calendar days after the Final Settlement Date, a schedule allocating the consideration paid by Purchaser among the Assets, including any intangible assets (the “Preliminary Allocation ScheduleProposed Final Allocation”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance a manner consistent with the Post-Closing Schedule and Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If, within ten The methodology for such allocation shall be set forth on Schedule 1.8. Seller shall have thirty (1030) calendar days following from receipt of the Preliminary Proposed Final Allocation Schedule, the to object in writing to such Proposed Final Allocation. If Seller does not notify Buyer object within such period the Proposed Final Allocation shall become final (the “Final Allocation”). If Seller provides written notice to Purchaser prior to the end of such period that objects to the Proposed Final Allocation, Purchaser and Seller shall negotiate in writing good faith to agree on the Final Allocation. If Purchaser and Seller do not agree on the Final Allocation within forty-five (45) calendar days of its disagreement Seller having provided written notice to Purchaser, then any dispute with respect to the Preliminary Final Allocation Schedule, the Preliminary Allocation Schedule shall be resolved by a nationally recognized accounting firm to be selected in accordance with Section 1.6(c). Any determination of such firm shall be made as soon as practicable and will be final and bindingbinding upon the parties. If, within such ten (10)-day period, The parties shall sign the Seller so notifies Buyer, Final Allocation once it has been finalized. Seller and Buyer shall endeavor Purchaser agree to resolve such disagreement(i) be bound, and if they are able cause any of their Affiliates to be bound, by the Final Allocation, (ii) prepare and file their Tax Returns on a basis consistent with the Final Allocation unless required to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolutionotherwise under Applicable Law and (iii) take no position, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor cause any of its their Affiliates shall file any federalto take no position, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Scheduleon any applicable Tax Return or in any administrative or judicial examination or other proceeding with respect to Taxes, unless required to do otherwise under Applicable Law. The In the event that the Final Allocation Schedule is disputed by any Governmental Entity, the party receiving notice of the dispute shall promptly notify the other party concerning resolution of the dispute. Each of Seller, on the one hand, and Purchaser, on the other hand, agrees to cooperate with the other in preparing Internal Revenue Service (“IRS”) Form(s) 8594 (including any such form(s) required to be amended by Buyer and Seller upon filed as a result of any adjustment to the Purchase Price pursuant consideration paid hereunder), and to Section 3.3furnish the other with a copy of such form(s) prepared in a draft form no later than sixty (60) calendar days before the due date for the filing of such form(s) (including any extensions).

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat Within 90 days after the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance SheetClosing, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating prepare an allocation of the Purchase Price among the Assets, which will be contained in Internal Revenue Service Form 8594 and any required exhibits thereto (which the "Initial Allocation"), and shall deliver a copy of such allocation to Sellers for this purpose their review. The Initial Allocation shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 based on the fair market value of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable each Asset at Closing and shall be prepared made in accordance a manner consistent with Section 1060 of the Code and the Treasury Regulations regulations thereunder. IfIf Sellers do not notify Buyer within 30 days after receipt thereof that the Initial Allocation is unreasonable as to the fair market value of any Asset, such allocation shall become the final allocation (the "Final Allocation"). If within ten (10) 30 days following after receipt of the Preliminary Initial Allocation, Sellers notify Buyer that the Initial Allocation Scheduleis unreasonable as to the fair market value of any Asset, Buyer and Sellers shall negotiate in good faith to resolve any such objection, and any such resolution shall become the Final Allocation. If within 30 days, Buyer and Sellers are unable to resolve any such objection, any unresolved disputes shall be decided by an accounting firm of national recognition, unaffiliated with either Buyer or Sellers, the Seller does not notify Buyer in writing decision of its disagreement with which shall become the Preliminary Allocation Schedule, the Preliminary Allocation Schedule Final Allocation. The costs of such accounting firm shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of borne equally by Buyer and Seller agrees Sellers. Buyer and Sellers agree that neither it nor any of its Affiliates they shall file any federal, state, local and foreign all Tax Returns in a manner that is inconsistent consistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3Allocation.

Allocation of Purchase Price. (a) For federal and applicable stateWithin [***]days after Closing, local and other income Tax purposes, Buyer and Seller Purchaser shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver submit to Seller a schedule (in writing the “Preliminary Allocation Schedule”) allocating allocation of the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 among all of the Code) among Acquired Assets, which the assets of the Company. The Preliminary Allocation Schedule shall parties hereto intend to be reasonable and shall be prepared in accordance consistent with Section 1060 of the Code and the Treasury Regulations thereunderpromulgated thereunder (the “Allocation Notice”). If, within ten (10) Seller shall have [***] days following the receipt of such Allocation Notice to object to such allocation in writing. Seller shall be deemed to have accepted the Allocation Notice, and it shall be deemed final, unless Seller provides written notice of disagreement setting forth the reasonable reasons for such disagreement to Purchaser within [***] of receipt of the Preliminary Allocation ScheduleNotice (the “Disagreement Notice”). If Seller provides a Disagreement Notice, the Seller does not notify Buyer parties shall negotiate in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor good faith to resolve such disagreementthe differences. If the disagreements cannot be resolved within thirty (30) days of Purchaser’s receipt of the Disagreement Notice, Purchaser and if they are able Seller shall engage an independent accounting firm to do so shall make such revisions resolve the differences. Such independent accounting firm will be requested to resolve the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final dispute and binding. The Preliminary Allocation Schedule, upon becoming final and binding determine the correct allocation in accordance with the foregoingApplicable Law, shall constitute and issue its report within [***] of engagement, in writing to Seller and Purchaser (the “Final Accounting Report”). One-half of the fees of such independent accounting firm shall be borne by Purchaser, and one-half of such fees shall be borne by Seller. Each party will report the transaction consistently with the Allocation Schedule.” Notice, if final, or the Accounting Report. To the extent required by Applicable Law, the Allocation Notice or the Accounting Report, as applicable, will be revised to reflect any adjustment of the Purchase Price. Each of Buyer Seller and Seller Purchaser agrees that neither it nor shall (i) report the sale and purchase of the Acquired Assets for all Tax purposes in accordance with such allocations on the Allocation Notice or the Accounting Report, as applicable, and (ii) not take any position inconsistent with such allocations on the Allocation Notice or the Accounting Report, as applicable, on any of its Affiliates shall file any federal, state, local and foreign their respective Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3Returns.

Allocation of Purchase Price. (a) For federal The parties have agreed that the purchase and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated limited liability company interests of Newco shall be treated for U.S. federal income tax purposes as an acquisition by this Agreement as Buyer, and a purchase sale by Buyer Seller, of all of the assets of Newco and that the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 purchase and sale of the limited liability company interests of Newco will be treated as an “applicable asset acquisition” within the meaning of Section 1060 of the Code. Within ninety (Situation 290) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance SheetDate, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be draft allocation schedule, prepared in accordance with Section 1060 of the Code Code, allocating the Purchase Price and the Treasury Regulations thereunderAssumed Liabilities (to the extent treated as liabilities for federal income tax purposes) among the assets of Newco (including, for purposes of this Section 3.7, the stock of the Section 338(h)(10) Companies and the assets of any Subsidiary of Newco that is treated as a flow- through-entity for U.S. federal income tax purposes) (the “Allocation Schedule”). IfIf Seller believes that all or a portion of the Allocation Schedule is incorrect and Seller notifies Buyer in a writing including a description of the objection and basis supporting Seller’s objections and any calculations or documentation that support the objection, within ten 30 (10thirty) days after having received such Allocation Schedule, Buyer and Seller agree to consult and resolve in good faith any such disputed item. In the event the parties are unable to resolve any such dispute within 30 (thirty) days following receipt notice to Buyer of Seller’s objection (in the form and within the time set forth herein), the Accountant will be retained to resolve solely any issue in dispute as promptly as possible and the determination of the Preliminary Accountant shall be final with respect to such disputed issues. Buyer and Seller shall then be bound by the Allocation Schedule, as adjusted to reflect the Seller does not notify determination, if any, of the Accountant. The costs of the Accountant shall be borne equally by Buyer in writing and Seller. In the event that Final Net Working Capital is determined, or another adjustment to the Purchase Price for tax reporting purposes is made under this Agreement or the Employee Matters Agreement, after delivery of its disagreement with the Preliminary Allocation Schedule, Buyer and Seller shall cooperate to revise such schedule to take into account the Preliminary Allocation Schedule shall be final and binding. If, within portion of such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve Final Net Working Capital or such disagreement, and if they are able to do so shall make such revisions other adjustment to the Preliminary Allocation Schedule Purchase Price allocable to reflect such resolution, which as revised shall be final and bindingthe assets of Newco. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoingas finally determined, shall constitute be used in preparing IRS Form 8883 and each of Seller, on the “Final Allocation Schedule.” Each of one hand, and Buyer on the other hand, shall report the transaction contemplated by this Agreement, and Seller agrees that neither it nor any of its Affiliates shall file any all Tax Returns, in each case, for federal, state, local and foreign Tax Returns purposes in a manner that is inconsistent accordance with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price , as finally determined pursuant to this Section 3.33.7.

Allocation of Purchase Price. (a) For federal The Adjusted Purchase Price shall be allocated between the M-I Canada Interest and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase M-I L.L.C. Interest pro rata based on the relative allocation of the Equity Interests contemplated by this Agreement Purchase Price as a purchase by Buyer set forth in Section 2.02. The Purchasers shall prepare such further allocation of the Adjusted Purchase Price among the assets of M-I as may be required for Tax and financial accounting purposes and shall deliver such allocation (the Company "Allocation Schedule") to the Sellers for their review within 120 days after the Closing Date. The Sellers shall have 30 days to dispute the allocation or any item thereon, in which case, the Purchasers and the Sellers shall negotiate in good faith to resolve any disagreement. Should the parties fail to resolve any dispute, the matter shall be referred to an independent, nationally recognized certified public accounting firm mutually agreed to by the parties ("Independent CPA"), whose determination shall be final and binding on the parties. If the Sellers fail to make a timely objection to the allocation as proposed by the Purchasers, the allocation as set forth on the initial Allocation Schedule shall be considered final and binding on all parties. The Sellers and the Purchasers shall duly prepare and timely file any forms required by federal or state Tax law to report the allocation of the Adjusted Purchase Price in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 the final Allocation Schedule. The Purchasers and the Sellers agree that the allocation of the Adjusted Purchase Price as set forth on the final Allocation Schedule shall be used for all purposes (Situation 2including Tax and financial accounting purposes) and that the Purchasers and the Sellers and their respective Affiliates shall file all Tax Returns consistently (including amended Tax Returns and claims for refund) and information reports in a manner consistent with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary final Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall except as may be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Scheduleotherwise required by a Governmental Authority.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3.

Allocation of Purchase Price. The Purchase Price shall be ---------------------------- allocated among the Assets (aincluding the Assumed Liabilities) For federal in the manner required by Treasury Regulations (S)1.1060-1T and applicable stateshall be reasonably agreed to in writing by Seller and Buyer on or before the Closing Date, provided that such allocation shall be updated as of the end of the Transition Period, as hereinafter defined. Buyer and Seller agree that, except as otherwise required by law, (i) the allocations to be agreed to as herein described shall be binding on Seller and Buyer for all foreign, federal, state and local and other income Tax tax purposes, and (ii) Buyer and Seller shall treat file with their respective federal income tax returns consistent IRS Forms 8594-Asset Acquisition Statements under Section 1060, including any required amendments thereto, which shall reflect the allocations set forth in their written agreement. Buyer and Seller shall file all applicable transfer tax forms and declarations. All Taxes applicable to the Assets for periods beginning before and ending after the Closing Date, and any other charges which are appropriate subjects for proration, shall be prorated on a daily basis as of 12:01 a.m. on the Closing Date between Seller and Buyer; provided, however, that, all property, ad valorem or similar taxes shall be allocated to Seller for the period ending on the Closing Date based on a daily proration of the most recent (as of the Closing Date) ascertainable property, ad valorem or similar taxes to be prorated. Any refund of property, ad valorem or similar taxes (net of any reasonable costs incurred to recover same) shall be prorated between Seller and Buyer in the same proportion. Notwithstanding the foregoing, Buyer shall be responsible for the payment of all sales and use, deed and transfer taxes as a result of the sale and purchase transfer of the Equity Interests Assets contemplated by this Agreement as a purchase by hereby. Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and Seller shall file all Tax Returns consistently applicable transfer tax forms and declarations in connection therewith. For purposes of this Agreement, "Tax" (and, with such treatment. In accordance with such tax treatmentcorrelative meaning, within 60 days following the completion of the Closing Date Balance Sheet, Buyer "Taxes") shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file mean any federal, state, local and or foreign Tax Returns in a manner that is inconsistent income, gross receipts, personal property, severance, sales, use, transfer, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem or excise tax, or any other tax, charge, levy, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with the Final Allocation Schedule. The Final Allocation Schedule shall be amended any interest, fine, penalty, assessment or addition thereto, imposed by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3governmental authority.

Allocation of Purchase Price. (a) For federal The Asset Cash Purchase Price, the Assumed Liabilities and applicable state, local and all other income Tax purposes, Buyer and Seller capitalized costs shall treat be allocated among the sale and purchase of Purchased Assets in the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule manner set forth on Schedule 2.6 hereof (the “Preliminary "Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company"). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations regulations thereunder. If, within ten (10) days following receipt of To the Preliminary Allocation Scheduleextent necessary, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions revised prior to the Preliminary Allocation Schedule closing and agreed upon (and notarized by a notary in Switzerland or Germany) prior to reflect such resolution, which as revised shall be final Closing by Asset Purchaser and bindingAsset Seller. The Preliminary Allocation Schedule, upon becoming final Asset Purchaser and binding Asset Seller in accordance with each case agree to adopt and utilize the foregoing, shall constitute the “Final Allocation Schedule.” Each amounts so allocated for purposes of Buyer filing Internal Revenue Service Form 8594 and Seller agrees that neither it nor any of its Affiliates shall file any all federal, state, local and foreign other Tax Returns filed by them and that they will not voluntarily take any position inconsistent therewith upon examination of any such Tax Return, in any claim, in any litigation or otherwise with respect to such Tax Returns, unless otherwise required to do so pursuant to applicable Law. Asset Seller and Asset Purchaser agree to provide the other promptly with any other information required to complete Form 8594. The Parties recognize that after the Closing Textile Business Working Capital is finally determined in accordance with Section 2.5, there may be one or more than one adjustment made to the Cash Purchase Price. In the event that the Cash Purchase Price is adjusted, the Purchaser Parties will prepare a manner revised Allocation Schedule and provide such schedule to the Seller Parties. Additionally, the Parties recognize that is inconsistent the amounts allocated among the Purchased Assets and the Purchased Intellectual Property may be adjusted based on the Purchaser Appraisals, and each of the Seller Parties and the Purchaser Parties shall use their commercially reasonable efforts to ensure that the allocation among the Purchased Assets together with the Final Allocation SchedulePurchased Intellectual Property shall not be less than one-third of the Cash Purchase Price. The Final Allocation Schedule Notwithstanding any other provisions of this Agreement, the foregoing agreement shall be amended by Buyer and Seller upon any adjustment to survive the Purchase Price pursuant to Section 3.3Closing without limitation.

Allocation of Purchase Price. (a) For federal Sellers and applicable state, local and other income Tax purposes, Buyer and Seller Purchaser shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating allocate the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 among the Shares of each of the Code) among Transferred Companies and the assets of Purchased Assets in the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with manner required by Section 1060 of the Code Code. In making such allocation, the fair market values will be agreed to in good faith by Purchaser and Sellers within 60 days after the Closing Date. If the parties are unable to resolve any material differences with regard to the allocation of the Purchase Price among the Shares of the Transferred Companies and the Treasury Regulations thereunderPurchased Assets, then any disputed matters will be finally and conclusively determined by an independent certified accounting firm or independent certified appraisal firm (the "Allocation Arbiter"), which Allocation Arbiter shall be mutually agreed by Purchaser and Sellers, provided, however, that such agreement shall not be unreasonably withheld or delayed. IfPromptly, within ten but not later than 15 days after its acceptance of appointment hereunder, the Allocation Arbiter will determine (10based solely upon representations of Purchaser and Sellers and not by independent review) days following receipt only those matters in dispute, and will render and written report as to the disputed matters and the resulting allocation of the Preliminary Purchase Price, which report shall be conclusive and binding upon the parties. Such Allocation ScheduleArbiter's fees and expenses shall be born equally by the parties. Purchaser will prepare and provide Sellers with copies of Internal Revenue Service Form 8594 (including any amended Form 8594) and any required exhibits thereto, the Seller does not notify Buyer in writing of its disagreement consistent with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule allocations determined pursuant to this Section 1.7. Such forms shall be final subject to Sellers' review and bindingconsent, which shall not be unreasonably withheld. If, within Sellers and Purchaser shall be bound by such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreementallocation, and if they are able shall file, or cause to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolutionbe filed, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any all applicable federal, state, local and foreign Tax Returns (as defined below) in a manner that consistent with such allocation. If the allocation determine pursuant to this Section 1.7 is inconsistent disputed by any Taxing Authority (as defined below), the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties shall consult with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment each other with respect to all issues related to the Purchase Price pursuant to Section 3.3allocation in connection with such dispute.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatmentshall, within 60 120 days following the completion of after the Closing Date Balance SheetDate, Buyer shall prepare and deliver to Seller Sellers a schedule (the “Preliminary Allocation Schedule”"ALLOCATION SCHEDULE") allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of and the Code) Assumed Liabilities among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Acquired Assets in accordance with Treasury Regulation Section 1060 1.1060-1 (or any comparable provisions of state or local tax law) or any successor provision. ATI may propose to Buyer specific changes in the Code and the Treasury Regulations thereunder. If, Allocation Schedule within ten (10) days following of the receipt thereof. If no such changes are proposed in writing to Buyer within such time, Sellers will be deemed to have agreed to the Allocation Schedule. If such changes are proposed, Buyer and 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 ATI's reasonable objections to the Allocation Schedule within ten (10) days after Buyer's receipt of such objections, such dispute with respect to the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions presented to the Preliminary Allocation Schedule to reflect such resolutionAccounting Referee, which as revised on the next day for a decision that shall be rendered by the Accounting Referee within thirty calendar days thereafter and shall be final and bindingbinding upon each of the parties. The Preliminary fees, costs and expenses incurred 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 Allocation Schedule, upon becoming final and binding shall take no position contrary thereto or inconsistent therewith (including in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of any audits or examinations by any taxing authority or any other proceedings). Buyer and Seller agrees that neither it nor Sellers shall cooperate in the filing of any forms (including Form 8594) with respect to such allocation. Notwithstanding any other provisions of its Affiliates this Agreement, the foregoing agreement shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with survive the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3Closing Date.

Allocation of Purchase Price. (a) For federal Within 30 days after the Adjusted Net Working Capital has become final and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheetbinding pursuant to Section 1.7, Buyer shall prepare and deliver to Seller Sellers a schedule (the “Preliminary Allocation Schedule”) allocating proposed allocation of the Purchase Price (which for purposes of this purpose Section 1.11 shall be deemed to include any liabilities properly taken into account pursuant Liabilities required to Section 1001 be treated as part of the CodePurchase Price for U.S. federal income tax purposes) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), Section 1.5, and the Treasury Regulations thereunderprinciples set forth in Schedule 1.11. If, within ten (10) For a period of 30 days following Sellers’ receipt of Buyer’s proposed allocation, Sellers and Buyer shall work together to seek an agreement on the Preliminary Allocation Scheduleproposed allocation. If Sellers and Buyer are unable to reach an agreement regarding such allocation during such 30-day period (or by such other deadline as Sellers and Buyer agree in writing), Buyer and Sellers shall submit their disagreement to the Seller does Independent Accounting Firm to be resolved. The final allocation, whether as prepared by Buyer and not notify Buyer in writing of its disagreement with timely objected to by Sellers, as agreed by the Preliminary Allocation ScheduleParties or as determined by the Independent Accounting Firm (the “Final Allocation”), the Preliminary Allocation Schedule shall be final and bindingbinding on all Parties. IfExcept as required pursuant to a “determination” within the meaning of Section 1313 of the Code (or any similar provision of state, within such ten (10)-day periodlocal or foreign Law) or as otherwise provided herein, Sellers, Buyer, the Seller so notifies Buyer, Seller Selling Persons and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each all of Buyer and Seller agrees that neither it nor any of its their respective Affiliates shall file any federal, state, local and foreign all Tax Returns in a manner that is inconsistent consistent with the Final Allocation Schedule. The and shall take no position inconsistent therewith (including in any amended Tax Returns, claims for refund or audits or examination by any Governmental Body or any other Proceedings) on any Tax Return or in connection with any Proceeding regarding Taxes; provided, however, that nothing herein shall prevent a Party from settling any proposed deficiency or adjustment by any Governmental Body based on the Final Allocation Schedule and no Party will be required to litigate any proposed adjustment by any Governmental Body challenging such Final Allocation. In the event that the Final Allocation is disputed by any Governmental Body, the Party receiving the notice of the contest shall provide the other Parties with prompt written notice thereof (which in any event shall be amended provided within 30 days of receiving notice of contest from the Governmental Body). Any fees and expenses of the Independent Accounting Firm to resolve a dispute in accordance with this Section 1.11 shall be borne 50% by Sellers and 50% by Buyer. To the extent reasonably requested by any Party, subject to the foregoing, Buyer and Seller upon Sellers shall reasonably cooperate in the filing of any adjustment forms with respect to such allocation, including any required amendments to such forms. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation. Any adjustments to the Purchase Price pursuant to Section 3.3and the Earn-Out Payments (excluding imputed interest), if any, shall be allocated among the Assets as set forth in the Final Allocation.

Allocation of Purchase Price. (a) For federal Within 30 days after the Adjusted Net Working Capital has become final and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheetbinding pursuant to Section 1.7, Buyer shall prepare and deliver to Seller Sellers a schedule (the “Preliminary Allocation Schedule”) allocating proposed allocation of the Purchase Price (which for purposes of this purpose Section 1.11 shall be deemed to include any liabilities properly taken into account pursuant Liabilities required to Section 1001 be treated as part of the CodePurchase Price for U.S. federal income tax purposes) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), Section 1.5, and the Treasury Regulations thereunderprinciples set forth in Schedule 1.11. If, within ten (10) For a period of 30 days following Sellers’ receipt of Buyer’s proposed allocation, Sellers and Buyer shall work together to seek an agreement on the Preliminary Allocation Scheduleproposed allocation. If Sellers and Buyer are unable to reach an agreement regarding such allocation during such 30-day period (or by such other deadline as Sellers and Buyer agree in writing), Buyer and Sellers shall submit their disagreement to the Seller does Independent Accounting Firm to be resolved. The final allocation, whether as prepared by Buyer and not notify Buyer in writing of its disagreement with timely objected to by Sellers, as agreed by the Preliminary Allocation ScheduleParties or as determined by the Independent Accounting Firm (the “Final Allocation”), the Preliminary Allocation Schedule shall be final and bindingbinding on all Parties. IfExcept as required pursuant to a “determination” within the meaning of Section 1313 of the Code (or any similar provision of state, within such ten (10)-day periodlocal or foreign Law) or as otherwise provided herein, Sellers, Buyer, the Seller so notifies Buyer, Seller Selling Persons and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each all 11 of Buyer and Seller agrees that neither it nor any of its their respective Affiliates shall file any federal, state, local and foreign all Tax Returns in a manner that is inconsistent consistent with the Final Allocation Schedule. The and shall take no position inconsistent therewith (including in any amended Tax Returns, claims for refund or audits or examination by any Governmental Body or any other Proceedings) on any Tax Return or in connection with any Proceeding regarding Taxes; provided, however, that nothing herein shall prevent a Party from settling any proposed deficiency or adjustment by any Governmental Body based on the Final Allocation Schedule and no Party will be required to litigate any proposed adjustment by any Governmental Body challenging such Final Allocation. In the event that the Final Allocation is disputed by any Governmental Body, the Party receiving the notice of the contest shall provide the other Parties with prompt written notice thereof (which in any event shall be amended provided within 30 days of receiving notice of contest from the Governmental Body). Any fees and expenses of the Independent Accounting Firm to resolve a dispute in accordance with this Section 1.11 shall be borne 50% by Sellers and 50% by Buyer. To the extent reasonably requested by any Party, subject to the foregoing, Buyer and Seller upon Sellers shall reasonably cooperate in the filing of any adjustment forms with respect to such allocation, including any required amendments to such forms. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation. Any adjustments to the Purchase Price pursuant to Section 3.3.and the Earn-Out Payments (excluding imputed interest), if any, shall be allocated among the Assets as set forth in the Final Allocation. 1.12

Allocation of Purchase Price. Sellers and Buyer agree that the Purchase Price shall be allocated between Properties (abut not between the components of individual Properties) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase as determined by agreement of the Equity Interests contemplated by this Agreement as a purchase by Buyer Parties prior to the expiration of the assets of the Company in accordance with Revenue Ruling 99-6Due Diligence Period for Sellers’ federal, 1999-1 C.B. 432 (Situation 2) state and shall file all Tax Returns consistently with such treatmentlocal tax purposes. In accordance with such tax treatmentSellers shall, within 60 days following the completion of the Closing Date Balance SheetEffective Date, Buyer shall prepare and deliver to Seller Buyer for its review a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price to each the Property (which for this purpose with respect to each Property, the “Allocated Purchase Price”). Buyer shall be deemed review such Allocated Purchase Price and provide any objections to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, Sellers within ten five (105) days following after the receipt of thereof. If Buyer raises any objection to the Preliminary Allocation ScheduleAllocated Purchase Price, the Seller does not notify Buyer Parties hereto will negotiate in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor good faith to resolve such disagreementobjection(s). Upon reaching an agreement on the Allocated Purchase Price, Buyer and if they are able to do so Sellers shall make such revisions (i) cooperate in Sellers’ filing of any forms with respect to the Preliminary Allocation Schedule Allocated Purchase Price as finally resolved, including any amendments to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance forms required pursuant to this Agreement with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon respect to any adjustment to the Purchase Price and (ii) cooperate in Sellers’ filing of all of its federal, state and local tax returns and related tax documents consistent with such Allocated Purchase Price as the same may be adjusted pursuant to Section 3.3this Agreement. Notwithstanding the foregoing, nothing herein shall obligate Buyer to agree, whether prospectively or retrospectively, to a purchase price allocation that is inconsistent with its accounting policies, GAAP or other financial reporting requirements.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, The consideration given by Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by UK Buyer under this Agreement as a purchase by Buyer (including without limitation the payment of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose and the assumption of the Assumed Liabilities) shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) allocated among the assets of Purchased Assets, the Company. The Preliminary Allocation Schedule shall be reasonable Shares and shall be prepared the noncompetition covenants provided in Article 9 in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), the regulations under the Code and the Treasury Regulations thereunder. If, within ten (10) in accordance with Exhibit C. Within 60 days following receipt of the Preliminary Allocation Scheduledate upon which the Purchase Price is finally determined, the Buyer shall prepare an Asset Acquisition Statement (Form 8594) and shall furnish a copy thereof to Seller. If Seller does not notify object to the Asset Acquisition Statement prepared by Buyer in writing of within 30 days following its disagreement with the Preliminary Allocation Schedulereceipt thereof, the Preliminary Allocation Schedule such statement shall be final and bindingfor purposes of this Agreement. IfIn the event, however, that Seller objects to the Asset Acquisition Statement within such ten (10)-day period, 30 days after the Seller so notifies Buyerreceipt thereof, Seller and Buyer shall endeavor meet promptly and in good faith attempt to resolve any objections of Seller and to use their best efforts to agree upon the allocation among the Purchased Assets, the Shares and the noncompetition covenants. In the event that Seller and Buyer are unable to resolve their differences over the Asset Acquisition Statement, such disagreement, and if they are able to do so differences shall make such revisions to the Preliminary Allocation Schedule be resolved by arbitration in accordance with Section 12.15. The Parties agree to reflect such resolutionallocation, which as revised shall be final and binding. The Preliminary Allocation Schedulenot to take any position inconsistent with such allocation, upon becoming final in filing all tax returns or declarations (including filing Form 8594) and binding in accordance with the foregoingany tax audits or contests for foreign, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, state or local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Scheduleincome tax purposes. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3.1.6

Allocation of Purchase Price. Within sixty (a60) For federal days of the Closing Date, Purchasers shall deliver to the Sellers a schedule allocating the Purchase Price (and applicable state, local Assumed Liabilities and other income Tax purposesrelevant items) among the Purchased Assets (the “Purchase Price Allocation Schedule”). The Sellers shall have thirty (30) days to review the Purchase Price Allocation Schedule delivered by Purchasers and if the Sellers raise no objections within thirty (30) days of receipt, Buyer the Purchase Price Allocation Schedule shall become final. If the Sellers raise a timely objection(s) to the Purchase Price Allocation Schedule prepared by Purchasers, the parties shall cooperate in good faith to resolve their differences and Seller agree to a final Purchase Price Allocation Schedule; provided, that if thirty (30) days after the Sellers raised their objection(s) the parties have not resolved their differences and agreed to a Purchase Price Allocation Schedule, the parties shall treat allocate the sale Purchase Price (and purchase Assumed Liabilities and other relevant items) among the Purchased Assets as each determines in good faith. If finalized (either because of the Equity Interests contemplated Sellers’ failure to timely object or by this Agreement as a purchase by Buyer of agreement), the assets of Purchase Price Allocation Schedule shall be binding on all parties hereto, and subject to appropriate changes to reflect adjustments to amounts paid to the Company in accordance with Revenue Ruling 99-6Sellers, 1999-1 C.B. 432 (Situation 2) and the parties shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreementas finally determined, and if they are able to do so shall make such revisions to not take any position during the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each course of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner audit or other proceeding that is inconsistent with the Final Purchase Price Allocation Schedule. The Final Allocation Schedule shall be amended , as finally determined, unless otherwise required by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3a determination of a Governmental Authority that is final.

Allocation of Purchase Price. The Base Purchase Price and the Earn-Out shall be referred to collectively as the “Purchase Price”. Prior to Closing, the Seller shall provide to Buyer a proposed allocation of the Purchase Price plus liabilities deemed assumed (athe “Tax Purchase Price”) For federal for the sale of the Assets. The Tax Purchase Price shall be allocated using principles that are consistent with the Internal Revenue Code of 1986, as amended. Prior to Closing, the Buyer and applicable Seller shall mutually agree on a final allocation (the “Final Allocation”) of the Tax Purchase Price, which Final Allocation will be attached hereto as Schedule 6(c). After the Closing and in respect of periods prior to January 24, 2008, the parties shall make consistent use of the allocation, fair market value and useful lives specified on Schedule 6(c) for all tax purposes and in all filings, declarations and reports with the Internal Revenue Service (“IRS”) and similar reports for state, local local, or foreign purposes in respect thereof, including the reports required to be filed under Section 1060 of the Internal Revenue Code of 1986, as amended. In connection with the amendments to this Agreement made as of January 24, 2008 and other income Tax purposesthe Settlement Agreement, Buyer and Seller have mutually agreed on an amended final allocation (the “Amended Final Allocation”), which is attached hereto as Schedule 6(c)(1). No later than March 15, 2008, Buyer shall treat prepare and deliver IRS Forms 8594 to Seller to be filed with the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company IRS in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 Schedule (Situation 26)(c) and shall file all Tax Returns consistently with such treatmentSchedule 6(c)(1), respectively. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions proceeding related to the Preliminary Allocation Schedule to reflect determination of any tax, neither Buyer nor Seller shall contend or represent that such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Scheduleor Amended Final Allocation, as the case may be, is not a correct allocation for the applicable tax period.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3.

Allocation of Purchase Price. (a) For federal Within 30 days after the Adjusted Net Working Capital has become final and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheetbinding pursuant to Section 1.7, Buyer shall prepare and deliver to Seller Sellers a schedule (the “Preliminary Allocation Schedule”) allocating proposed final allocation of the Purchase Price (which for purposes of this purpose Section 1.11 shall be deemed to include any liabilities properly taken into account pursuant Liabilities required to Section 1001 be treated as part of the CodePurchase Price for U.S. federal income tax purposes) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), Section 1.5 and the Treasury Regulations thereunderprinciples set forth in Schedule 1.11. If, within ten (10) For a period of 30 days following Sellers’ receipt of Buyer’s proposed allocation, Sellers and Buyer shall work together to seek an agreement on the Preliminary Allocation Scheduleproposed allocation. If Sellers and Buyer are unable to reach an agreement regarding such allocation during such 30-day period (or by such other deadline as Sellers and Buyer agree in writing), Buyer and Sellers shall submit their disagreement to the Seller does Independent Accounting Firm to be resolved. The final allocation, whether as prepared by Buyer and not notify Buyer in writing of its disagreement with timely objected to by Sellers, as agreed by the Preliminary Allocation ScheduleParties or as determined by the Independent Accounting Firm (the “Final Allocation”), the Preliminary Allocation Schedule shall be final and bindingbinding on all Parties. IfExcept as required pursuant to a “determination” within the meaning of Section 1313 of the Code (or any similar provision of state, within such ten (10)-day periodlocal or foreign Law) or as otherwise provided herein, Sellers, Buyer, the Seller so notifies Buyer, Seller Selling Persons and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each all of Buyer and Seller agrees that neither it nor any of its their respective Affiliates shall file any federal, state, local and foreign all Tax Returns in a manner that is inconsistent consistent with the Final Allocation Schedule. The and shall take no position inconsistent therewith (including in any amended Tax Returns, claims for refund or audits or examination by any Governmental Body or any other Proceedings) on any Tax Return or in connection with any Proceeding regarding Taxes; provided, however, that nothing herein shall prevent a Party from settling any proposed deficiency or adjustment by any Governmental Body based on the Final Allocation Schedule and no Party will be required to litigate any proposed adjustment by any Governmental Body challenging such Final Allocation. In the event that the Final Allocation is disputed by any Governmental Body, the Party receiving the notice of the contest shall provide the other Parties with prompt written notice thereof (which in any event shall be amended provided within 30 days of receiving notice of contest from the Governmental Body). Any fees and expenses of the Independent Accounting Firm to resolve a dispute in accordance with this Section 1.11 shall be borne 50% by Sellers and 50% by Buyer. To the extent reasonably requested by any Party, subject to the foregoing, Buyer and Seller upon Sellers shall reasonably cooperate in the filing of any adjustment forms with respect to such allocation, including any required amendments to such forms. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation. Any adjustments to the Purchase Price pursuant to Section 3.3and the Contingent Consideration Payments (excluding imputed interest), if any, shall be allocated among the Assets as set forth in the Final Allocation.

Allocation of Purchase Price. Within sixty (a60) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion determination of the Final Closing Date Balance SheetPayment pursuant to Section 1.3, Buyer Seller Parent shall deliver provide to Seller Purchaser a schedule (the “Preliminary Allocation Schedule”) allocating the final Purchase Price (which for this purpose shall be deemed plus the Assumed Liabilities, to include any liabilities the extent properly taken into account pursuant to under Section 1001 1060 of the Code) among (i) the assets and properties of the U.S. Acquired Company, (ii) the assets and properties of the Canada Acquired Company, and (iii) the covenants of Seller Parent in Section 5.8 and Section 5.9. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code; provided, that the aggregate amount allocated to and among the assets and properties of the Canada Acquired Company shall be equal to the sum of (x) $1,000,000.00 and (y) the aggregate amount of the Assumed Liabilities which are liabilities of the Canada Acquired Company, to the extent properly taken into account under Section 1060 of the Code and (such amount, the Treasury Regulations thereunder“Canada Allocation Amount”). If, If Purchaser does not provide notice of disagreement to Seller Parent within ten thirty (1030) days following receipt of receiving the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with Allocation schedule shall be binding as the Preliminary final Allocation Schedule (the Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. Ifas finalized pursuant to this Section 1.4(a), within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each ”). If Purchaser provides notice of Buyer disagreement to Seller Parent within such 30-day period, Seller Parent and Purchaser shall discuss in good faith Purchaser’s disagreement and, if Seller agrees that neither it nor any Parent and Purchaser resolve such disagreements within thirty (30) days (or such longer period as agreed between the parties) of its Affiliates Purchaser receiving the Allocation Schedule, the Allocation Schedule shall file any federal, state, local be revised to reflect such resolution and foreign Tax Returns in a manner that is inconsistent with as so revised shall be the Final Allocation Schedule. If Seller Parent and Purchaser are unable to resolve such disagreements within such thirty (30) days (or such longer period as agreed between the parties), each of Seller Parent and Purchaser shall be entitled to allocate the final Purchase Price among the assets described in clauses (i), (ii) and (iii) above in the manner it determines in its sole discretion, and neither party shall have any liability to the other with respect to such allocations; provided, however, that, each of Seller Parent and Purchaser in all events shall allocate to and among the assets and properties of the Canada Acquired Company the Canada Allocation Amount (and only the Canada Allocation Amount). The parties agree (and agree to cause each of their respective Affiliates) to utilize the allocation set forth in any Final Allocation Schedule shall be amended for all Tax purposes, including the filing of all Tax Returns and in the course of all Tax-related proceedings, unless otherwise required by Buyer and Seller upon any adjustment to the Purchase Price applicable Law pursuant to Section 3.3a Final Determination in connection therewith.

Allocation of Purchase Price. Purchaser and Seller shall agree on an allocation of the Purchase Price (aand all other capitalized costs) For federal among the Purchased Assets and applicable the Transferred Business Intellectual Property Rights in accordance with (i) the pro forma allocation schedule attached hereto as Schedule 3.4 and (ii) Code Section 1060 and the U.S. Treasury Income Tax Regulations promulgated thereunder (and any similar provision of state, local and other income Tax purposesor foreign law, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2appropriate) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price within ninety (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 90) days of the CodeClosing Date. If Purchaser and Seller are unable to agree on the final Allocation Schedule within ninety (90) among days after the assets Closing Date, the parties shall submit such dispute to the Arbitrator, following the administrative procedures set forth Section 3.3(d), and the Arbitrator shall resolve the allocation of the Companyconsideration to any items with respect to which there is a dispute between the parties. The Preliminary In the absence of manifest error, the determination of the Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of by the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule Arbitrator shall be final and bindingbinding on all parties and shall not be subject to contest. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer Purchaser and their Affiliates shall endeavor to resolve such disagreementreport, act and if they are able to do so shall make such revisions to file Tax Returns (including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule. Neither Seller nor Purchaser shall take any position (whether in audits, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner or otherwise) that is inconsistent with the Final Allocation Schedule unless required to do so by applicable Law. Each of the parties agrees that they shall promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation Schedule. The Final Notwithstanding the foregoing, nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment assessed against it by any Governmental Authority based upon or arising out of the Allocation Schedule Schedule, and neither Purchaser nor Seller shall be amended required to litigate before any court any such proposed deficiency or adjustment by Buyer and Seller upon any adjustment to Governmental Authority challenging the Purchase Price pursuant to Section 3.3Allocation Schedule.

Allocation of Purchase Price. (a) For federal The Parent shall prepare and applicable state, local and other income Tax purposes, Buyer and Seller shall treat deliver to the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatmentBuyer, within 60 days following the completion final determination of the Closing Date Balance SheetAdjusted Purchase Price pursuant to Section 1.4, Buyer shall deliver to Seller a schedule (setting forth a proposed allocation of the “Preliminary Allocation Schedule”) allocating the Tax Purchase Price among the assets of DPS, JTC and JHV (which for this purpose including the stock of FPC), the Acquired Assets and the covenants contained in the Incidental Agreement. Such allocation schedule will be prepared in a manner consistent with Schedule 1.2(b) attached hereto. If the Buyer does not deliver a written objection within the 30-day period following the date of delivery of the Parent's allocation schedule to the Buyer, then effective as of the close of business on such 30th day (or upon the earlier delivery of notice by the Buyer to the Parent that Buyer has accepted such allocation schedule), such allocation schedule shall be deemed to include any liabilities properly taken into account pursuant be accepted by the Buyer. If the Buyer objects to Section 1001 the Parent's schedule within such 30-day period and such objection is not resolved by the Buyer and the Parent within 15 days following Buyer's notice to the Parent of such objection, then the Buyer and the Parent shall jointly engage the Neutral Accountant to resolve the dispute. The Neutral Accountant shall act as an expert and not as an arbitrator, and the Buyer and the Parent agree to provide to the Neutral Accountant such information as the Neutral Accountant may reasonably request in connection with its review. If the Neutral Accountant determines that the allocation schedule provided by the Parent was reasonable, such allocation schedule shall be final. If the Neutral Accountant determines that the allocation schedule provided by the Parent was unreasonable, the Neutral Accountant shall prepare the allocation schedule based upon its assessment of the Code) among fair value of the assets of DPS, JTC and JHV (including the Companystock of FPC), the Acquired Assets and the covenants contained in the Incidental Agreement, and in a manner consistent with Schedule 1.2(b). The Preliminary Allocation Schedule Parent and the Buyer shall request that the Neutral Accountant provide such allocation schedule as promptly as practicable. The resolution by the Neutral Accountant of the matters set forth in this Section 1.2(b) shall be reasonable conclusive and binding upon the Buyer and the Parent. The procedures set forth in this Section 1.2(b) shall be prepared the sole and exclusive method for resolving disputes with respect to the allocation of the Tax Purchase Price; provided that this provision shall not prohibit either Party from instituting litigation to enforce any ruling of the Neutral Accountant in a court of competent jurisdiction determined in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding12.12. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates parties shall file any federal, state, local and foreign all Tax Returns in a manner that is inconsistent consistent with the Final Allocation Scheduleallocation schedule as finally determined pursuant to this Section 1.2(b). The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Parent shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 3.31.2(b).

Allocation of Purchase Price. Within sixty (a60) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance SheetDate, Buyer Purchaser shall deliver to Seller the Company a schedule (draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the “Preliminary Allocation Schedule”) allocating Code, of the value of the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company“Tax Allocation”). The Preliminary Allocation Schedule Company shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten have thirty (1030) days following receipt of the Preliminary Purchaser's proposed Tax Allocation Schedule, the Seller does not to notify Buyer Purchaser in writing of its disagreement with any objections thereto. If the Preliminary Allocation ScheduleCompany does not so object, the Preliminary Tax Allocation Schedule as proposed by Purchaser shall be final deemed accepted by the Company for all purposes hereunder and bindingshall be conclusive and binding on the parties. If, If the Company objects to any portion of Purchaser's proposed Tax Allocation within such ten (10)-day the required time period, the Seller so notifies Buyer, Seller and Buyer parties shall endeavor in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such disagreementan Arbiter, and if they are able such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to do so 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 Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make such revisions to consistent use of the Preliminary Tax Allocation Schedule to reflect such resolutionfor all Tax purposes and on all filings, which as revised shall be final declarations and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance reports with the foregoingIRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, shall constitute the “Final Allocation Schedulein any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Law.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3.

Allocation of Purchase Price. (a) For federal Within 30 days after the Closing Date, the Buyer shall deliver to the Sellers a draft schedule allocating the Purchase Price and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase liabilities of the Equity Interests contemplated by this Agreement as a purchase by Buyer of Company among the assets of the Company for all purposes (including Tax and financial accounting) in accordance a manner consistent with Revenue Ruling 99-6the fair market values of such assets (the "Draft Purchase Price Allocation"). If the Sellers have any objection to the Draft Purchase Price Allocation, 1999-1 C.B. 432 (Situation 2) the Sellers shall deliver a detailed statement describing their objections to the Buyer within 5 days after receiving the Draft Purchase Price Allocation. The Buyer and shall file all Tax Returns consistently with the Sellers will use reasonable efforts to resolve any such treatmentobjections themselves. In accordance with such tax treatmentIf the Buyer and Sellers do not finally resolve any of the objections within 5 days after the Buyer has received the statement of objections, however, the Buyer and the Sellers will select, within 60 days following 5 days, a nationally recognized independent accounting firm mutually acceptable to each Party, the completion agreement to the selection which shall not be unreasonably withheld, to resolve any such differences (the "Arbitrator"). The Arbitrator shall settle any remaining dispute by selecting the position of the Closing Date Balance SheetParty that the Arbitrator determines, Buyer shall deliver in its sole discretion, to Seller a schedule (be the “Preliminary Allocation Schedule”) allocating most correct. The determination of the Purchase Price (which for this purpose Arbitrator shall be deemed set forth in writing, delivered to include any liabilities properly taken into account pursuant to Section 1001 each of the Code) among Buyer and the assets of the Company. The Preliminary Allocation Schedule shall be reasonable Sellers and shall be prepared in accordance with Section 1060 conclusive and binding on the Parties and shall be non-appealable. The Party whose position is not chosen by the Arbitrator shall pay all expenses of the Code Arbitrator. The Draft Purchase Price Allocation, as adjusted for any items of dispute resolved by the Buyer and the Treasury Regulations thereunder. If, within ten (10) days following receipt Sellers and for any determinations of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule Arbitrator shall be final and binding. If, within such ten (10)-day period, referred to herein as the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3."Final

Allocation of Purchase Price. Purchaser shall prepare and deliver a draft purchase price allocation to Vendor within one hundred and twenty (a120) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of after the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation ScheduleDraft Allocation” and such allocation, as agreed to by the parties or resolved by the Independent Auditor as described below, the “Final Allocation”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company). The Preliminary Draft Allocation Schedule shall be reasonable and the Final Allocation shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunderthereunder (and, if applicable, in accordance with any other similar provision of state or local Law relating to any Tax). If, within ten (10) Vendor shall have 30 days following receipt delivery of the Preliminary Draft Allocation Schedule, the Seller does not to notify Buyer Purchaser in writing of its disagreement with any objection to the Preliminary Draft Allocation Schedule(any such notice, an “Allocation Notice of Objection”). If Vendor submits an Allocation Notice of Objection, Purchaser and Vendor shall seek in good faith to agree on a Final Allocation within 30 days of the Preliminary receipt by Purchaser of the Allocation Schedule Notice of Objection. If no such agreement can be reached within 30 days of such notice, any unresolved items in respect of such allocation will be submitted to the Independent Auditor and resolved in the manner described in Section 2.6(b)(iii) within 45 days after submission, which resolution shall be final final, binding and bindingconclusive on the parties. If, within such ten Purchaser and Vendor agree to file Internal Revenue Service Form 8594 (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement“Form 8594”), and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolutionall other U.S. federal and all applicable state or local Tax Returns, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, Final Allocation. Purchaser and Vendor agree to provide the other promptly with any other information required to complete Form 8594. Any post-Closing adjustments to the Purchase Price shall constitute be taken into account in a manner consistent with the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it Allocation. Neither Vendor nor Purchaser nor any of its their respective Affiliates shall file will take any federalposition (whether in any subsequent allocation necessary as a result of an adjustment to the consideration to be paid hereunder, state, local and foreign on any Tax Returns in a manner Return or otherwise) that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended unless required to do so by Buyer and Seller upon any adjustment to applicable Law or in the Purchase Price pursuant to Section 3.3good faith resolution of a Tax audit.

Allocation of Purchase Price. (a) For federal The Purchase Price and applicable state, local the Assumed Liabilities shall be allocated between the Shares and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company Acquired Assets in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 the allocation set forth on Schedule 1.2(b). Within sixty (Situation 260) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of after the Closing Date Balance SheetDate, Buyer the Seller shall deliver to Seller the Buyer a schedule allocating the portion of the Purchase Price and the Assumed Liabilities allocated to the Acquired Assets to and among the Acquired Assets (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and Code. The Allocation Schedule prepared by the Treasury Regulations thereunder. If, Seller shall be deemed final unless the Buyer notifies the Seller in writing that the Buyer objects to one or more items reflected in the Allocation Schedule within ten thirty (1030) days following receipt after delivery of the Preliminary Allocation ScheduleSchedule to the Buyer. In the event of any such objection, the Seller does not notify Buyer in writing of its disagreement with and the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor negotiate in good faith to resolve such disagreementdispute; provided, however, that if the Seller and if they the Buyer are able unable to do so shall make such revisions resolve any dispute with respect to the Preliminary Allocation Schedule to reflect within such resolution30-day period, which as revised such dispute shall be final and bindingresolved by the Neutral Accountant. The Preliminary fees and expenses of the Neutral Accountant shall be borne equally by the Seller and the Buyer. The Buyer shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as the Seller may reasonably request to prepare the Allocation Schedule. The Seller and the Buyer agree to file their respective IRS Forms 8594 and all federal, upon becoming final state and binding local Tax Returns in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any Any adjustment to the Purchase Price pursuant to Section 3.31.4 or Section 6.6 shall be allocated in a manner consistent with the Allocation Schedule.

Allocation of Purchase Price. The Parties agree to allocate the Transaction Consideration and any other relevant items (a) For as determined for U.S. federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of ) among the assets of the Company in accordance with Revenue Ruling 99-6the purchase price allocation methodology set forth in Schedule 2.6 for purposes of Section 1060, 1999-1 C.B. 432 (Situation 2) Section 751, and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatmentSection 755, within 60 days following the completion of the Closing Date Balance Sheetas applicable, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the applicable Treasury Regulations thereunder(the “Tax Allocation”). As promptly as reasonably practicable (but in any event within ninety (90) days) after the determination of the Closing Date Net Working Capital Amount, as finally determined, the Securityholder Representative shall deliver to the Purchaser a schedule of such allocation (the “Tax Allocation Schedule”). Purchaser shall have thirty (30) days after receipt of same to review and comment on the Tax Allocation Schedule. If, within ten (10) days following receipt of the Preliminary end of such thirty (30) day period, Purchaser notifies Securityholder Representative of Purchaser’s disagreement with the Tax Allocation Schedule, then Purchaser and Securityholder Representative shall, during the Seller does not notify Buyer ensuing seven (7) days, negotiate in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor good faith to resolve such disagreement, and if they are able to do so failing which such disagreement shall make such revisions be submitted to the Preliminary Allocation Schedule to reflect such resolutionNeutral Arbitrator for resolution in accordance with the procedures of Section 2.3(b), which as revised mutatis mutandis; provided, that any resolution made by the Neutral Arbitrator shall be final and bindingmade in a manner consistent with the purchase price allocation methodology set forth in Schedule 2.6. The Preliminary Purchaser and Unitholders and their Affiliates shall report, act and file Tax Returns including, but not limited to, IRS Form 8594 (with respect to the Purchaser) if required under applicable Tax Law and statements under Treasury Regulations Sections 1.755-1(d) and 1.751-1(a)(3) (with respect to the Unitholders), in all respects and for all purposes consistent with the Tax Allocation Schedule, upon becoming final as the same may be modified by agreement of Purchaser and binding Securityholder Representative, or by the Neutral Arbitrator, in accordance with the foregoing, . Neither the Purchaser nor the Unitholders shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor take any of its Affiliates shall file any federal, state, local and foreign position for Tax Returns purposes (whether in a manner Tax audits or on Tax Returns) that is inconsistent with the Final Allocation Schedule. The Final Tax Allocation Schedule shall be amended (as so modified) unless required to do so by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3applicable Law.

Allocation of Purchase Price. (a) For federal Sellers and applicable state, local and other income Tax purposes, Buyer and Seller Purchaser shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating allocate the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 among the Shares of each of the Code) among Transferred Companies and the assets of Purchased Assets in the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with manner required by Section 1060 of the Code Code. In making such allocation, the fair market values will be agreed to in good faith by Purchaser and Sellers within 60 days after the Closing Date. If the parties are unable to resolve any material differences with regard to the allocation of the Purchase Price among the Shares of the Transferred Companies and the Treasury Regulations thereunderPurchased Assets, then any disputed matters will be finally and conclusively determined by an independent certified accounting firm or independent certified appraisal firm (the “Allocation Arbiter”), which Allocation Arbiter shall be mutually agreed by Pur- chaser and Sellers, provided, however, that such agreement shall not be unreasonably withheld or delayed. IfPromptly, within ten but not later than 15 days after its acceptance of appointment hereunder, the Allocation Arbiter will determine (10based solely upon representations of Purchaser and Sellers and not by independent review) days following receipt only those matters in dispute, and will render and written report as to the disputed matters and the resulting allocation of the Preliminary Purchase Price, which report shall be conclusive and binding upon the parties. Such Allocation ScheduleArbiter's fees and expenses shall be born equally by the parties. Purchaser will prepare and provide Sellers with copies of Internal Revenue Service Form 8594 (including any amended Form 8594) and any required exhibits thereto, the Seller does not notify Buyer in writing of its disagreement consistent with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule allocations determined pursuant to this Section 1.7. Such forms shall be final subject to Sellers' review and bindingconsent, which shall not be unreasonably withheld. If, within Sellers and Purchaser shall be bound by such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreementalloca- tion, and if they are able shall file, or cause to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolutionbe filed, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any all applicable federal, state, local and foreign Tax Returns (as defined below) in a manner that consistent with such allocation. If the allocation determine pursuant to this Section 1.7 is inconsistent disputed by any Taxing Authority (as defined below), the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties shall consult with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment each other with respect to all issues related to the Purchase Price pursuant to Section 3.3allocation in connec- tion with such dispute.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement As promptly as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days practicable following the completion Closing, but no later than twenty (20) days prior to the due date for the Tax Return of Invacare for the taxable year that includes the Closing Date Balance SheetDate, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating provide Invacare an allocation of the Purchase Price (which including the Assumed Liabilities and as adjusted hereunder and any other amounts treated as consideration for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the CodeU.S. federal income Tax purposes) among the assets of Purchased Assets (the Company“Allocation Schedule”). The Preliminary Allocation Schedule Invacare shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within have ten (10) days following from receipt of the Preliminary Allocation ScheduleSchedule to deliver written comments to Buyer on the Allocation Schedule (the “Allocation Comments”), and Buyer shall incorporate any reasonable changes to the Seller Allocation Schedule as Invacare may request in the Allocation Comments, as determined by Buyer. Buyer shall deliver to Invacare a final Allocation Schedule no more than five (5) days after receipt of the Allocation Comments. If Invacare does not notify Buyer in writing of its disagreement with deliver Allocation Comments within the Preliminary Allocation Scheduletime frame specified above, then the Preliminary Allocation Schedule as delivered by Buyer to Invacare shall be final and bindingbinding on the Parties. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions Any adjustments to the Preliminary Allocation Schedule to reflect such resolution, which as revised Purchase Price shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding allocated in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final After the Allocation Schedule has been finalized, the Parties shall make consistent use of the Allocation Schedule for all Tax purposes and in all filings, declarations, and reports with the Governmental Authority in respect thereof, including the reports required to be amended by Buyer and Seller upon filed under Section 1060 of the Code. In any adjustment proceeding related to the Purchase Price pursuant to Section 3.3determination of any Tax, neither Buyer nor Invacare shall contend or represent that the Allocation Schedule is not a correct allocation.

Allocation of Purchase Price. Schedule 11(a) sets forth the tentative allocation (athe "Tentative Allocation Schedule") For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of price among the assets of acquired and liabilities assumed. Buyer, Seller and Acquiree acknowledge that the Company allocation contained in the Tentative Allocation Schedule is based upon the purchase price calculated in accordance with Revenue Ruling 99-6paragraph l(b). Buyer, 1999-1 C.B. 432 (Situation 2) Seller and shall file all Tax Returns consistently with such treatment. In Acquiree further acknowledge that the Final Purchase Price determined in accordance with such tax treatment, within 60 days following Paragraph l(d) shall serve as the completion basis for a final revised allocation (the "Final Allocation Schedule") of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Final Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets acquired and liabilities assumed by Buyer in connection with this Agreement. All allocations utilized in connection with the determination of the Company. The Preliminary Final Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 338(h)(10) of the Code and the Treasury Regulations applicable regulations promulgated thereunder. If, Seller shall have the right to review the Final Allocation Schedule and Seller and Buyer shall consult and resolve in good faith any issues arising as a result of Seller's review of such schedule. If the parties are unable to resolve any dispute within ten (10) five business days following receipt of the Preliminary receipt by Seller of the Final Allocation Schedule, the parties shall jointly request an independent accounting firm, selected in the same manner as described in paragraph l(d), to resolve any dispute as promptly as possible, with one half of the cost of such resolution to be borne by each of Seller does not notify and Buyer. If such independent accounting firm is unable to make a determination with respect to any dispute prior to the due date for the filing of any required tax return for which such determination is necessary, Buyer in writing of its disagreement with and Seller shall file such return without such determination having been made, subject, however, to the Preliminary Allocation Schedule, parties' obligation thereafter to file amended returns reflecting the Preliminary Allocation Schedule shall be final and bindingdecision by the independent accounting firm. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer (i) shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to be bound by the Preliminary allocation contained in the Final Allocation Schedule for purposes of determining any and all consequences with respect to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance income taxes associated with the foregoing, transactions contemplated herein; (ii) shall constitute the “Final Allocation Schedule.” Each of Buyer prepare and Seller agrees that neither it nor file all returns required to be filed with any of its Affiliates shall file any federal, state, local and foreign Tax Returns taxing authority in a manner that is consistent with such allocations; (iii) shall take no position inconsistent with such allocation in any return, in any discussion with or preceding before any taxing authority, or otherwise. In the Final Allocation Schedule. The Final Allocation Schedule event such allocation is disputed by any taxing authority and in the event that the applicable statute of limitations has not expired with respect to either party, the party receiving notice of such dispute shall promptly notify and consult with the other party hereto concerning resolution of such dispute, and no such dispute shall be amended by Buyer finally settled or compromised without the mutual consent of Seller and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3Buyer, which consent shall not be unreasonably withheld.

Allocation of Purchase Price. No later than sixty (a60) For federal days after the date hereof, unless otherwise agreed to in writing by Buyer and applicable state, local and other income Tax purposesSeller, Buyer and shall provide Seller with an allocation schedule for the Owned Real Estate. Seller shall treat have the sale and purchase right to raise objections within thirty (30) days of its receipt thereof. Any dispute relating to any such objections by Seller shall be resolved prior to the Closing in the manner set forth in this Section 4.2 applicable to resolutions of objections by Seller to the Allocation Schedule. Buyer shall, no later than sixty (60) days after final determination of the Equity Interests contemplated by this Agreement as a purchase by Buyer amount of the assets of the Company Purchase Price in accordance with Revenue Ruling 99-6Section 4.3, 1999-1 C.B. 432 (Situation 2) prepare and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of and the Code) Assumed Liabilities among the assets Transferred Assets other than the Owned Real Estate in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of state or local tax law) or any successor provision. Seller shall have the Companyright to raise objections within thirty (30) days of its receipt thereof. The Preliminary If Buyer and Seller cannot mutually resolve Seller’s objections to the Allocation Schedule within thirty (30) days of Buyer’s receipt of such objections, such dispute with respect to the Allocation Schedule shall be reasonable presented to an accounting firm (the “Arbitrator”) mutually selected by Buyer and Seller, which Arbitrator shall be prepared in accordance with Section 1060 instructed to endeavor to deliver, within thirty (30) days thereafter, a final, binding and conclusive decision upon each of the Code and Parties. In the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of event that Buyer and Seller agrees that neither it nor any cannot agree on the selection of an accounting firm to act as Arbitrator, either Party may request the AAA to appoint a nationally recognized independent accounting firm, and AAA shall be instructed to promptly, but no later than thirty (30) days, appoint such firm and such appointment shall be final, binding and conclusive on Buyer and Seller. Promptly, but no later than 30 days after acceptance of its Affiliates appointment as Arbitrator, the Arbitrator shall file any federal, state, local determine the remaining disputed items and foreign Tax Returns in shall render a manner that is inconsistent written report to Buyer and Seller resolving such dispute with respect to the Final Allocation Schedule. The Final Allocation Schedule Arbitrator’s decision shall be amended final, binding and conclusive on all Parties. The Parties shall cooperate with each other, and each other’s Representatives and with the Arbitrator in order that any and all matters in dispute shall be resolved as soon as practicable. The fees, costs and expenses of such Arbitrator incurred in connection therewith shall be shared equally by Buyer and Seller. Except to the extent required to comply with the final and unappealable audit determinations of any Tax Authority with jurisdiction over a Party, Buyer and Seller upon shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Taxing Authority or any other Proceedings). Buyer and Seller shall file or cause to be filed any and all forms (including Form 8594), statements and schedules with respect to such allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the agreements set forth in this Section 3.34.2 shall survive the Closing Date.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat As soon as practicable after the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance SheetClosing, Buyer shall deliver to Seller a schedule statement (the “Preliminary Allocation ScheduleStatement”) allocating ), setting forth the value of the Purchased Assets which shall be used for the allocation of the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of and the Code) Assumed Liabilities among the assets of Purchased Assets and the Company. The Preliminary Allocation Schedule Assumed Liabilities, and which shall be reasonable and shall be prepared in accordance comply with Section 1060 of the Code Code; provided, however, Buyer and the Treasury Regulations thereunder. If, within ten (10) days following receipt Seller agree that a portion of the Preliminary Purchase Price shall be allocated to the services to be performed by the Shareholder under the Consulting Agreement (as defined herein) as set forth on Schedule 2.1(b). Seller shall have a period of thirty (30) Business Days after the delivery of the Allocation ScheduleStatement to present in writing to Buyer notice of any objections Seller may have to the allocation set forth in the Allocation Statement. Unless Seller timely objects, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule Statement shall be final and bindingbinding on the Parties without further adjustment. If, If Seller shall raise any objections within such ten the fifteen (10)-day 15) Business Day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor negotiate in good faith and use their best efforts to resolve such disagreementdispute. If Seller and Buyer fail to agree within five (5) Business Days after the delivery of the notice of objection, then the disputed items shall be resolved by Audit Referee (defined below). The Audit Referee shall resolve the dispute (the “Accounting Determination”) within thirty (30) days of having the item referred to it and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised Accounting Determination shall be final and bindingbinding on the parties hereto. The Preliminary Allocation Schedulecosts, upon becoming final retainers, fees and binding expenses of the Audit Referee shall be borne equally by Seller and Buyer. Any payments made be either Buyer or Seller pursuant to Section 2.8 of this Agreement shall be allocated in accordance with the foregoing, determination mutually agreed by Seller and Buyer. The Parties acknowledge that the allocations set forth on the Allocation Statement shall constitute be binding upon the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any Parties for all applicable federal, state, local and foreign Tax Returns purposes. Seller and Buyer agree to report the allocation of the Purchase Price among the Purchased Assets in a manner that is inconsistent entirely consistent with the Final Allocation ScheduleStatement and agree to act in accordance with such Allocation Statement in the preparation of financial statements and filing of all Tax Returns (including, without limitation, filing Form 8594 with its federal income Tax Return for the taxable year that includes the date of the Closing) and in the course of any Tax audit, Tax review or Tax litigation relating thereto. The Final Allocation Schedule No later than ten (10) days prior to the filing of their respective Forms 8594 relating to the transactions contemplated by this Agreement (together with the transactions contemplated by the Ancillary Agreements, (the “Contemplated Transactions”), the Buyer and Seller shall deliver to each other a copy of its respective Form 8594. In addition, no later than ten (10) days prior to filing, Buyer and Seller shall also deliver to each other copies of any supplemental statements or subsequent amendments to such initial Forms 8594 that may be amended filed by Buyer and Seller upon as a result of any adjustment to the Purchase Price payments that may be made pursuant to Section 3.32.8 of this Agreement or otherwise.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income all Tax purposes, the Selling Entities and the Buyer shall allocate and Seller shall treat determine the sale and purchase of the Equity Interests contemplated by consideration payable pursuant to this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of including any amounts payable after the Closing Date Balance Sheetand any adjustments thereto): (i) first, Buyer shall deliver between the Interests and the Owned Real Property, and (ii) next, the amount allocated to Seller a schedule (the “Preliminary Allocation Schedule”) allocating Interests plus the Purchase Price (which amount of liabilities attributable to the Company treated as assumed for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) U.S. federal income Tax purposes among the assets of the Company. The Preliminary Allocation Schedule BF Trust shall be reasonable prepare and shall be deliver to the Buyer, within ninety (90) days of the final determination of the Net Adjustment Amount pursuant to Section 1.3, a proposed allocation prepared in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. IfThe Buyer shall have the right to review and comment on such proposed allocation, and shall return the proposed allocation with comments, if any, to the BF Trust, no later than thirty (30) days after receipt of such proposed allocation from the BF Trust. The BF Trust shall make changes to the proposed allocation as reasonably requested by the Buyer and the Buyer and the BF Trust shall work in good faith to resolve any such comments within ten (10) days following receipt from the date on which the BF Trust provides such comments. Any comments remaining in dispute at the conclusion of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer 10) day period shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions be submitted to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding Independent Accounting Firm for resolution in accordance with the foregoingprocedures set forth in Section 1.3(d), mutatis mutandis. The BF Trust and the Buyer shall constitute the “Final Allocation Schedule.” Each of Buyer (and Seller agrees that neither it nor any of its shall cause their Affiliates shall to) report, act, and file any federal, state, local and foreign all Tax Returns (including, but not limited to, IRS Form 8594) in a manner all respects and for all purposes consistent with the final allocation determined in accordance with this Section 1.6, and shall not take any position (whether in audits, Tax Returns, or otherwise) that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment foregoing, except to the Purchase Price extent required pursuant to Section 3.3applicable Law.