Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. Seller and Purchaser shall use commercially reasonable efforts to agree to an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.

Allocation of Purchase Price. As soon as practicable after the date hereof, Buyer and Seller shall consult with each other and Purchaser shall use commercially reasonable efforts to agree to an upon the allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) Price among the Purchased Assets. Notwithstanding any other provision of this Agreement, this Section 1.04 shall survive the Closing Date indefinitely. Seller and Buyer agree that the values attributed to the Purchased Assets that complies shall be arrived at in compliance with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable thereunder. Each of Seller and Buyer shall (but i) timely file all forms required to be filed in connection with such allocation, (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with such allocation, and (iv) not take any event position on any return, declaration, report or information return or statement inconsistent with the allocation set forth in Schedule 1.04, unless otherwise required by any Applicable Law. Buyer shall prepare and deliver IRS Form 8594 to Seller within sixty (60) days after the Closing Date (to be filed with the “Allocation”))IRS. If Purchaser and Seller are unable Any post-Closing adjustment to agree on an Allocation by the Closing Date, each of Purchaser and Seller Purchase Price shall use its own be reflected in the final allocation of the Initial Purchase Price and among the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation Purchased Assets in a manner consistent with Section 1060 of the Code following and the regulations promulgated thereunder. Each party hereto will promptly notify the other if it receives notice that a Governmental Authority proposes any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return allocation that is inconsistent with different from the Allocation, as adjusted, in each case, unless required to do so allocation agreed upon by a final determination as defined in Section 1313 of the Code. Each of Seller Buyer and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the AllocationSeller.

Allocation of Purchase Price. Seller and Purchaser Buyer shall use commercially reasonable good faith efforts to agree attempt to an reach agreement on the allocation of the Initial applicable portion of the Purchase Price and other relevant items (including, for example, adjustments to the Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies Acquired Assets, including goodwill and other assets, within 90 days of the Closing Date, in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and any comparable provision of state, local or foreign law, as soon as commercially practicable (but in any event by the Closing Date appropriate (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser Buyer reach an a timely agreement with respect to regarding the Allocation, (ia) such Allocation shall be binding on the Parties, (b) the parties Parties shall use commercially reasonable efforts to update the Allocation prepare and timely file all applicable federal and state income Tax forms (including Internal Revenue Service Form 8594) in a manner consistent with the Allocation, cooperate with each other in the preparation of such forms, and furnish each other with a copy of the final version of Form 8594 within a reasonable period before the filing date thereof, and (c) except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of any state, local or foreign law), none of the Parties shall take, and each shall cause its Affiliates not to take, a position inconsistent with the Allocation on any Tax Return (including any forms required to be filed pursuant to Section 1060 of the Code following any adjustment to Code), or otherwise. The Parties recognize that the Initial Purchase Price Allocation will not include Buyer’s acquisition expenses or the Final Purchase Price, as applicable, pursuant to this AgreementSeller’s selling expenses, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with Buyer will unilaterally allocate such expenses appropriately. If the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall Parties are unable to reach a timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with agreement regarding the Allocation, as adjusted, in each case, unless required party shall be entitled to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other adopt its own position regarding the existence of any Tax audit, controversy or litigation related to the Allocation.

Allocation of Purchase Price. Seller As soon as practicable following the Closing, the Closing Cash Purchase Price and Purchaser shall use commercially reasonable efforts to agree to an allocation the value of the Initial Purchase Price, Assumed Liabilities, each to the extent properly taken into account under Section 1060 of the Code and the regulations promulgated thereunder, (the “Section 1060 Purchase Price”) shall be allocated as determined jointly by Buyer and Seller among the Assets being sold hereunder (the “Allocation”). Such Allocation shall be subject to appropriate adjustment in the event of an adjustment to the purchase price pursuant to Section 1.7 hereof or if Buyer successfully asserts a claim for indemnification pursuant to Section 7.2 hereof. Seller Group and Buyer (i) shall be bound by the Allocation, and any amendments thereto, (ii) shall prepare and file all Tax Returns (including, without limitation, Federal Form 8883) and financial statements in a manner consistent with the Allocation, and any amendments thereto, and (iii) shall take no position, and shall cause its subsidiaries to take no position, inconsistent with the Allocation, or any amendment thereto, on any Tax Return, in any proceeding before any taxing authority or otherwise. In the event that the Allocation, or any amendment thereto, is disputed by any taxing authority, the party receiving notice of such dispute shall promptly notify and consult with the other party concerning resolution of such dispute. If Buyer and Seller are unable to agree upon the Allocation within sixty (60) days following the Closing Date, each of Buyer and the Seller Group may file IRS Form 8594 and any other items constituting consideration for applicable income Tax purposes (to Returns allocating the extent known at such time) Section 1060 Purchase Price among the Purchased Assets that complies in the manner each believes appropriate, provided such allocations are reasonable and in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationthereunder.

Allocation of Purchase Price. The Buyer and the Seller and Purchaser shall use commercially reasonable their best efforts to agree to upon an allocation among the Related Assets and, as a result of elections made under Section 338(h)(10) of the Initial Purchase PriceCode, Assumed Liabilitiesthe assets of the Company and, and any other items constituting consideration as applicable, the assets of the Company’s Subsidiaries, of the purchase price (determined for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies tax purposes). Such purchase price allocation shall be consistent with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (Regulations thereunder, and completed within 180 days of the date of this Agreement but in any no event by less than 30 days prior to the Closing. Any post Closing adjustments for purchase price allocation purposes under this Section 3.4 shall be jointly made and agreed to following the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially within a reasonable efforts to update the Allocation time in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, allocation determined pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code3.4. Each of the Buyer and the Seller agrees to file Internal Revenue Service Form 8594 and Purchaser agree Form 8883 and all federal, state, local and foreign Tax Returns, in accordance with the allocation determined under this Section 3.4. Each of the Buyer and the Seller shall report the transactions contemplated by this Agreement for Tax purposes in a manner consistent with the allocation determined pursuant to this Section 3.4. Each of the Buyer and the Seller agrees to provide the other promptly advise each with any other information reasonably required to complete Form 8594 and Form 8883. Each of the Buyer and the Seller shall notify the other in the event of an examination, audit or other proceeding regarding the existence of any Tax auditallocation determined under this Section 3.4. If the Buyer and the Seller are unable to reach an agreement on a purchase price allocation, controversy or litigation related then the Buyer and the Seller shall submit such disputed items for determination and resolution to the AllocationIndependent Accounting Firm, whose decision shall be final, binding and conclusive on the parties hereto and whose fees and expenses shall be borne equally by the parties.

Allocation of Purchase Price. Buyer and Seller and Purchaser shall use commercially reasonable efforts to agree to an allocation of the Initial Adjusted Purchase Price, Assumed Liabilities, Price and any other items constituting properly treated as consideration for applicable U.S. federal income Tax purposes (to the extent known at such time) tax purposes, first, among the Purchased Sellers, and, second, among the Assets that complies (including the Assumed Hedge Contracts) of each Seller in accordance with Section 1060 of the Code and the Treasury regulations Regulations promulgated thereunder as soon as commercially practicable and, to the extent allowed under applicable U.S. federal income tax Legal Requirements, in a manner consistent with the allocated values of the relevant assets, within thirty (but 30) days after the date of the final determination of the Adjusted Purchase Price in any event by the Closing Date accordance with Section 3.4 (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser Buyer reach an agreement with respect to the Allocation, (i) the parties Buyer and Seller shall use commercially reasonable efforts to update the Allocation in a manner consistent accordance with Section 1060 of the Code following any adjustment to the Initial Adjusted Purchase Price or the Final Purchase Price, as applicable, pursuant to under this Agreement, and (ii) Seller Sellers and Purchaser shall, Buyer will file (and shall will cause their respective Affiliates to, report consistently with the Allocation in all Returns, to file) Tax Returns (including IRS Form 8594, which Purchaser ) in all respects and Seller shall timely file for all purposes consistent with the IRSAllocation, and neither Seller nor Purchaser shall none of Sellers or Buyer will take any position in (or will allow any of their respective Affiliates to take any position) on any Tax Return that is inconsistent with the such Allocation, as adjustedexcept, in each case, unless to the extent otherwise required by applicable Legal Requirement or Order; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of negotiate, compromise and/or settle any Tax audit, controversy claim or litigation related to the similar proceedings in connection with such Allocation.

Allocation of Purchase Price. Purchaser and Seller and Purchaser shall use commercially reasonable efforts to agree to an allocation of the Initial Adjusted Purchase Price, Assumed Liabilities, Price and any other items constituting properly treated as consideration for applicable U.S. federal income Tax tax purposes (to the extent known at such time) among the Purchased Assets that complies in accordance with Section 1060 of the Code and the Treasury regulations Regulations promulgated thereunder as soon as commercially practicable within thirty (but in any event by 30) days after the Closing Cut-Off Date (the “Allocation”)). If Seller and Purchaser and Seller are unable to agree on an Allocation by resolve any disagreement with respect to such allocation, the Closing Date, each of Purchaser and Seller Parties shall use its own allocation of submit the Initial Purchase Price and dispute to the Final Purchase Price, as applicableAccounting Referee consistent with the procedures set forth in Section 2.5(b) to resolve such dispute. If Seller and Purchaser reach an agreement with respect to the Allocation (or the Accounting Referee determines the Allocation), (ia) the parties Purchaser and Seller shall use commercially reasonable efforts to update the Allocation in a manner consistent accordance with Section 1060 of the Code following any adjustment to the Initial Adjusted Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, (b) Purchaser and (ii) Seller and Purchaser shall, and shall cause their respective Affiliates to, report consistently with the Allocation in Allocation, as adjusted, on all Tax Returns, including IRS Internal Revenue Service Form 8594, which Purchaser and Seller shall timely file with the IRS8594 (Asset Acquisition Statement under Section 1060), and neither Seller nor or Purchaser shall take any position in on any Tax Return that is inconsistent with the Allocation, as adjusted, in each caseunless otherwise required by applicable Law, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of and (c) Purchaser and Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.

Allocation of Purchase Price. Seller and Purchaser Buyer shall use commercially reasonable efforts to agree to an allocation cooperate in the preparation of a joint schedule (the Initial “Allocation Schedule”) allocating the Purchase Price, Price (including for purposes of this Section 3.2 the Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies purchased pursuant to this Agreement. Seller and Buyer each agree to file IRS Form(s) 8594 and all federal, state and local income Tax Returns in accordance with Section 1060 the Allocation Schedule, and none of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event them shall thereafter take an income Tax Return position inconsistent with such allocation unless such inconsistent position shall arise out of or through an audit or other inquiry or examination by the Closing Date (IRS or other Tax authority. Seller and Buyer each agree to provide the “Allocation”))other promptly with any other information required to complete the Allocation Schedule. If Purchaser If, however, Seller and Seller Buyer are unable to agree on an Allocation by complete such schedule within one hundred and twenty (120) days following the Closing Date, each of Purchaser or such later date as agreed to by Buyer and Seller, then Buyer and Seller shall use its own allocation of the Initial Purchase Price file IRS Form(s) 8594 and any federal, state and local income Tax Returns allocating the Final Purchase PricePrice among the Assets in the manner each believes is appropriate; provided, as applicable. If Seller however, that such allocation must be reasonable and Purchaser reach an agreement in accordance with respect to Code section 1060 and the AllocationRegulations thereunder and provided, (i) further, that the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 portion of the Code following any adjustment to the Initial Purchase Price or allocated to Accounts Receivable shall not exceed the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with net amount of Accounts Receivable included in the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the AllocationPurchased Property.

Allocation of Purchase Price. Purchaser and Seller and Purchaser shall use commercially reasonable efforts to agree to an allocation of the Initial Adjusted Purchase Price, Assumed Liabilities, Price and any other items constituting properly treated as consideration for applicable U.S. federal income Tax tax purposes (to the extent known at such time) among the Purchased Assets that complies in accordance with Section 1060 of the Code and the Treasury regulations Regulations promulgated thereunder as soon as commercially practicable and, to the extent allowed under applicable federal income tax Law, in a manner consistent with the Allocated Values, within thirty (but in any event by 30) days after the Closing Cut-Off Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (ia) the parties Purchaser and Seller shall use commercially reasonable efforts to update the Allocation in a manner consistent accordance with Section 1060 of the Code following any adjustment to the Initial Unadjusted Purchase Price or the Final Adjusted Purchase Price, as applicable, Price pursuant to this Agreement, and (iib) Purchaser and Seller and Purchaser shall, and shall cause their respective Affiliates to, report consistently with the Allocation in Allocation, as adjusted, on all Tax Returns, including IRS Internal Revenue Service Form 8594, which Purchaser and Seller shall timely file with the IRS8594 (Asset Acquisition Statement under Section 1060), and neither Seller nor or Purchaser shall take any position in on any Tax Return that is inconsistent with the Allocation, as adjusted, in each caseunless otherwise required by applicable Law, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of and (c) Purchaser and Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such allocation.

Allocation of Purchase Price. The Buyer and the Seller and Purchaser shall use commercially reasonable ---------------------------- their good faith best efforts to agree to upon an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies of the sum of the Purchase Price consistent with Section 1060 of the Code and the Treasury regulations promulgated Regulations thereunder as soon as commercially practicable within one-hundred twenty (120) days of the date of this Agreement but in any no event less than thirty (30) days prior to the Closing. The Buyer and the Seller may jointly agree to obtain the services of an independent appraiser (the "Independent Appraiser") to assist the parties in determining fair value of the Purchased Assets for purposes of such allocation. If such an appraisal is made, both the Buyer and the Seller agree to accept the Independent Appraiser's determination of the fair value of the Purchased Assets. The parties shall jointly select the Independent Appraiser. The cost of the appraisal shall be borne equally by the Closing Date (Buyer and the “Allocation”))Seller. If Purchaser Each of the Buyer and the Seller are unable agrees to agree on an Allocation by file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns, in accordance with such agreed allocation. Each of the Closing Date, each of Purchaser Buyer and the Seller shall use its own allocation of report the Initial Purchase Price transactions contemplated by this Agreement for federal Income Tax and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation all other tax purposes in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, allocation determined pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code3.3. Each of the Buyer and the Seller agrees to provide the other promptly with any other information required to complete Form 8594. Each of the Buyer and Purchaser agree to promptly advise each the Seller shall notify and provide the other with reasonable assistance in the event of an examination, audit or other proceeding regarding the existence agreed upon allocation of any Tax audit, controversy or litigation related to the AllocationPurchase Price.

Allocation of Purchase Price. (a) Purchaser and Seller and Purchaser shall use commercially reasonable good faith efforts to agree attempt to an reach agreement on the allocation of the Initial applicable portion of the Purchase Price and other relevant items (including, for example, adjustment to the Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies Assets, except the Purchased Real Estate, the treatment of which is specified in Section 3.4(b) below, within 120 days of the Closing Date, in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and any comparable provision of state, local or foreign law, as soon as commercially practicable (but in any event by the Closing Date appropriate (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an a timely agreement with respect to regarding the Allocation, (ia) such Allocation shall be binding on the parties, (b) the parties shall use commercially reasonable efforts to update the Allocation prepare and timely file all applicable federal and state income Tax forms (including Internal Revenue Service Form 8594) in a manner consistent with the Allocation, cooperate with each other in the preparation of such forms, and furnish each other with a copy of the final version of Form 8594 within a reasonable period before the filing date thereof, and (c) except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of any state, local or foreign law), none of the parties shall take a position inconsistent with the Allocation on any Tax Return (including any forms required to be filed pursuant to Section 1060 of the Code following any adjustment to Code), or otherwise. The parties recognize that the Initial Purchase Price Allocation will not include Purchaser’s acquisition expenses or the Final Purchase Price, as applicable, pursuant to this AgreementSeller’s selling expenses, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall will unilaterally allocate such expenses appropriately. If the parties are unable to reach a timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with agreement regarding the Allocation, as adjusted, in each case, unless required party shall be entitled to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other adopt its own position regarding the existence of any Tax audit, controversy or litigation related to the Allocation.

Allocation of Purchase Price. Prior to the Closing Date, Buyer and Seller shall prepare and Purchaser shall use commercially reasonable efforts attempt in good faith to agree to an upon a preliminary allocation of the Initial Purchase Price, Assumed Liabilities, Price and any other items constituting consideration Assumed Liabilities thereto as amounts recognized for applicable income Tax purposes among the Assets. Within 90 days after the Closing Date, Buyer and Seller shall finalize and agree upon such final allocation of the Purchase Price (to the extent known at such timeand all other capitalized costs) among the Purchased Assets that complies in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign law, as soon as commercially practicable (but in any event appropriate), which allocation shall be binding upon Buyer and Seller. Such allocation will be set forth on Exhibit 2.02 hereto, which shall be incorporated by the Closing Date (the “Allocation”))reference in, and become a part of, this Agreement. If Purchaser Buyer and Seller are unable will timely and properly prepare, execute, file and deliver all such documents, forms and other information as the other party may reasonably request to agree on an Allocation prepare such allocation. After the Closing, the parties will make consistent use of the allocation specified in Exhibit 2.03 for all Tax purposes and in all filings, declarations and reports with the IRS or other Tax authorities in respect thereof, including the reports required to be filed under Section 1060 of the Code unless otherwise required by law. In any proceeding related to the Closing Datedetermination of any Tax, each of Purchaser and neither Buyer nor Seller shall use its own contest or represent that such allocation of the Initial Purchase Price and the Final Purchase Price, as applicablewas not a correct allocation. If Seller and Purchaser reach an agreement with respect Any indemnification payment pursuant to the Allocation, (i) the parties Article X shall use commercially reasonable efforts to update the Allocation be allocated in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the AllocationExhibit 2.02.

Allocation of Purchase Price. The Seller and Purchaser the Buyer agree that the Purchase Price and the Assumed Liabilities (plus other relevant items) shall use commercially reasonable efforts to agree to be allocated among the Purchased Assets for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”) reflected in Section 2.06 of the Disclosure Schedules, which shall be agreed upon by the Buyer and the Seller by the Delivery Date and which shall also include an allocation of the Initial Purchase PricePurchased Assets between the Parent and EyeLock Sub, provided, however, that (a) the amount of consideration allocated to the Purchased Assets of EyeLock Sub shall be equal to the sum of One Dollar ($1) and any Assumed Liabilities of EyeLock Sub and (b) the amount of consideration allocated to the Purchased Assets of Parent shall be equal to all additional consideration payable under this Agreement, including Fifteen Million Four Hundred Ninety- Nine Thousand Nine Hundred Ninety-Nine Dollars ($15,499,999), the Assignment of Indebtedness, and the Assumed Liabilities of Parent. For U.S. federal (and applicable state and local) income tax purposes, the transaction will be treated and reported as a part-taxable sale and purchase with respect to the Cash Payment, Assignment of Indebtedness and assumption of Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such timeas a part-tax free transfer under Section 721(a) among the Purchased Assets that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the AllocationUnit Payment, and governed by and in accordance with the principles of Revenue Ruling 99-5. The Buyer and the Seller shall file all Tax Returns (iincluding amended returns and claims for refund) the parties shall use commercially reasonable efforts to update the Allocation and information reports in a manner consistent with this Section 1060 of 2.06 and the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this AgreementAllocation Schedule, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take no position inconsistent therewith on any position in any Tax Return that is inconsistent with the Allocation, as adjusted, in each caseor otherwise, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationunder applicable Law.

Allocation of Purchase Price. Not later than ninety (90) days after the Closing, the Buyer shall provide to the Seller proposed statements prepared by Ernst & Young (the "Allocation Statements") allocating, in accordance with generally accepted appraisal techniques, the total of the Purchase Price and Purchaser the book amount of the Assumed Liabilities pursuant to this Agreement, to the different items of Purchased Assets and to the Seller's obligations hereunder. Such allocation shall use commercially reasonable efforts to be conclusive and binding on the parties unless there is no substantial authority under the IRC for such allocation. Any costs or expenses incurred by the Buyer in connection with such Allocation Statements (including appraisal fees) shall be borne by the Buyer. The Buyer and the Seller respectively agree to an allocation of the Initial Purchase Pricefile all income, Assumed Liabilitiesfranchise and other Tax returns, and execute such other documents as may be required by any other items constituting consideration for applicable income Tax purposes (to Governmental Authority, in a manner consistent with the extent known at such time) among Allocation Statements. The Buyer shall prepare the Purchased Assets that complies with Form 8594 under Section 1060 of the Code relating to this transaction based on the Allocation Statements and deliver such Form to the Seller within 60 days after finalization of the Allocation Statements as provided above. The Buyer and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in Seller respectively agree to file such Form with each relevant taxing authority, and to refrain from taking any event position inconsistent with such Form or Allocation Statements with any taxing authority unless otherwise required by the Closing Date (the “Allocation”))Applicable Law. If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller Buyer shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner adjust consistent with this Section 1060 of 2.08 and deliver to Seller revised Allocation Statements, if necessary, based upon the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreementfinal Closing Net Assets Statement, and (ii) Seller and Purchaser shallsuch revised valuation, and if any, shall cause their Affiliates to, report consistently with supersede for all purposes the original Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the AllocationStatements.

Allocation of Purchase Price. Seller (a) As soon as practicable after the Closing, (but in no event later than thirty (30) days after Closing), Buyer shall allocate the Estimated Purchase Price and Purchaser shall use commercially reasonable efforts all other capitalizable costs pursuant to agree to an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies with Section 1060 of the Code and the Treasury regulations Regulations promulgated thereunder thereunder, as soon well as commercially practicable (but in any event by other applicable Tax laws among the Closing Date Purchased Assets (the “Allocation”))) and deliver a statement to Seller setting forth the Allocation. If Purchaser and within thirty (30) days after the delivery of such statement, Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and notifies Buyer in writing that Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect objects to the Allocation, (i) the parties Buyer and Seller shall use commercially reasonable efforts to update resolve such dispute within thirty (30) days. In the event that Buyer and Seller are unable to resolve such dispute within thirty (30) days, Buyer and Seller shall jointly retain a nationally recognized accounting firm (the “Accounting Referee”) to resolve the disputed items. Upon resolution of the disputed items, the Allocation in a manner consistent with shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Seller. Except as otherwise required by applicable Law, Buyer and Seller shall file all Tax Returns (such as IRS Form 8594 or any other forms or reports required to be filed pursuant to Section 1060 of the Code following or any adjustment to comparable provisions of applicable Law (“Section 1060 Forms”)) in a manner that is consistent with the Initial Purchase Price or the Final Purchase Price, Allocation (as applicable, may be adjusted pursuant to this Agreement, Section 2.6) and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser refrain from taking any action inconsistent therewith. Buyer and Seller shall file such Section 1060 Forms timely file with and in the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless manner required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationapplicable Law.

Allocation of Purchase Price. Seller The Purchase Price and Purchaser shall use commercially reasonable efforts to agree to an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (paid by Buyer to the extent known at such time) Seller for the Visuale Assets and to Softworks for the Softworks Assets together with the assumed liabilities shall be allocated among the Purchased Visuale Assets that complies and the Softworks Assets in accordance with Section 1060 of the Code as determined by Buyer, subject to approval of such allocation by Seller and Softworks (not to be unreasonably withheld), and the Treasury regulations promulgated thereunder parties agree that they will not take a position on any Tax Return before any governmental agency charged with the collection of any Tax or in any judicial proceeding that is in any way inconsistent with such allocation. If any amount set forth on IRS Form 8594 (as prepared by the Buyer and approved by the Seller and Softworks (not to be unreasonably withheld)) is increased or decreased after the date of the Closing, then the Buyer shall prepare an amended IRS Form 8594 as soon as commercially practicable (but in any event by reasonably practical after such increase or decrease, which such amended IRS Form 8594 shall be subject to the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation approval of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect Softworks (not to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreementbe unreasonably withheld), and (ii) after obtaining such approval from Seller and Purchaser shallASSET PURCHASE AGREEMENT ONYX SOFTWARE CORPORATION Softworks, Buyer shall provide a copy of such IRS Form 8594 to Seller and shall cause their Affiliates toSoftworks. Buyer, report consistently with the Allocation in all Returns, including Seller and Softworks each agree to file IRS Form 8594, which Purchaser and Seller shall any corresponding state Tax forms, on a timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationbasis.

Allocation of Purchase Price. Seller To the extent permitted by applicable Law, Seller, on behalf of itself and Purchaser shall use commercially reasonable efforts the Other Sellers, and Buyer, on behalf of itself and Other Buyers, have agreed to agree to an allocation of allocate the Initial Purchase Price, the amount of Assumed Liabilities, Liabilities and any other items constituting consideration for applicable income Tax purposes relevant amounts among the Purchased Shares (and to the extent known at such timerequired or permitted by applicable Tax Law, the underlying assets held by any Purchased Entity) among and the Purchased Assets that complies with (and to the extent required or permitted by applicable Tax Law, the non-competition covenant contained in Section 1060 of the Code 6.10 and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date licenses acquired pursuant to this Agreement) (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation ) in a manner that shall be mutually agreed upon by the Closing Date, each of Purchaser and Seller shall use its own allocation parties taking into account Schedule 3.3 of the Initial Purchase Price Disclosure Letter and the Final Purchase PriceStep Plan Schedule within a reasonable period of time following the Closing and updated from time to time pursuant to the terms thereof. For all Tax purposes, as applicable. If Seller and Purchaser reach an agreement with respect Buyer agree to report, and cause their respective Affiliates to report, the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation transactions contemplated by this Agreement in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjustedand will not take, or permit their respective Affiliates to take, any position inconsistent therewith in any Tax Return in any audit or refund claim, in each caseany litigation or otherwise, unless required to do so by a final determination as defined in Section 1313 of the CodeTaxing Authority. Each of In addition, Seller and Purchaser agree to promptly advise each other regarding Buyer shall, and cause their respective Affiliates to, act in accordance with the existence Allocation in the course of any Tax audit, controversy Tax review or Tax litigation related relating thereto, and take no position and cause their Affiliates not to take any position inconsistent with the AllocationAllocation for Tax purposes in any jurisdiction, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code or other similar provision under applicable Tax Law.

Allocation of Purchase Price. Within sixty (60) days after final determination of the Final Payment pursuant to Section 2.7, Buyer shall determine and deliver to Seller a schedule (the “Allocation Schedule”) allocating the Purchase Price and Purchaser other items of consideration for U.S. federal income Tax purposes (including any assumed liabilities as determined for U.S. federal income Tax purposes) among the assets of the Company, which allocation shall be consistent with Section 1060 and the Treasury Regulations thereunder. Seller may dispute any amounts reflected on the Allocation Schedule by providing written notice to Buyer of the disputed items, and setting forth in reasonable detail the basis of such dispute, within forty-five (45) days following receipt of the Allocation Schedule. Buyer and Seller shall use commercially reasonable efforts to agree to an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at resolve such time) among the Purchased Assets that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”))disputed items. If Purchaser Buyer and Seller are unable to agree on reach an agreement within a reasonable amount of time after Seller’s receipt of the Allocation by the Closing DateSchedule, each of Purchaser Buyer and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicableschedule. If Buyer and Seller and Purchaser reach an agreement with respect agree to the AllocationAllocation Schedule, then Buyer and Seller agree (i) the parties shall use commercially reasonable efforts to update the Allocation file, and to cause their respective Affiliates to file, all Tax Returns (including IRS Form 8594, Asset Acquisition Statement Under Section 1060) in a manner consistent with Section 1060 the Allocation Schedule (as modified by the mutual agreement of Buyer and Seller) and (ii) not to take (and to cause their respective Affiliates not to take) any position inconsistent therewith in any Tax Return provided, however, that such Allocation Schedule shall be further revised, as necessary and in a manner consistent with the Code following allocation contained therein, to reflect any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this AgreementSection 6.7(d), and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return Section 9.7 or that is inconsistent with the Allocation, as adjusted, not otherwise reflected in each case, unless required to do so by a final determination as defined in Section 1313 of the Codesuch allocation. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.42

Allocation of Purchase Price. Seller Within one hundred and Purchaser shall use commercially reasonable efforts to agree to an allocation twenty (120) days of the Initial Closing Date, Buyer shall prepare and deliver to Seller a statement allocating the sum of the Purchase Price, the Assumed Liabilities, Liabilities and any other relevant items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Acquired Assets that complies in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (such statement, the “AllocationAllocation Statement”)), and the Allocation Statement shall be finalized upon reasonable consultation with Seller. If Purchaser and Seller are unable to agree on an Allocation Unless otherwise required by law, the Closing DateIRS or any other taxing authority, each of Purchaser and Seller shall use its own the allocation of the Initial Purchase Price pursuant to the Allocation Statement shall be final and binding on the Parties, and the Final Purchase PriceParties shall file all relevant U.S. federal, state, local and non-U.S. Tax Returns (including IRS Form 8594 and any supplements to such form) in accordance with the Allocation Statement, and shall not take any position inconsistent therewith. If the IRS or any other taxation authority proposes a different allocation, Seller or Buyer, as applicablethe case may be, shall promptly notify the other party of such proposed allocation. If Seller or Buyer, as the case may be, shall provide the other party with such information and Purchaser reach an agreement shall take such actions (including executing documents and powers of attorney in connection with respect such proceedings) as may be reasonably requested by such other party to carry out the Allocationpurposes of this Section 3.2. Except as otherwise required by any Legal Requirement or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of United States state, local, or non-United States law), (i) the parties transactions contemplated by Article 2 of this Agreement shall use commercially reasonable efforts to update the Allocation be reported for all Tax purposes in a manner consistent with the terms of this Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, 3.2; and (ii) Seller and Purchaser shall, and shall cause neither Party (nor any of their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall Affiliates) will take any position inconsistent with this Section 3.2 in any Return that is inconsistent with the Allocation, as adjustedTax Return, in each caseany refund claim, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy litigation or litigation related to the Allocationotherwise.

Allocation of Purchase Price. Seller (a) On or before the fifth business day following execution and Purchaser delivery of this Agreement by LP Sellers and Buyer, Buyer, using its reasonable business judgment, shall use commercially reasonable efforts allocate the Purchase Price among the LP Oil and Gas Properties on Exhibit C and shall furnish the completed Exhibit C to LP Sellers, whereupon both parties shall attach the completed Exhibit C to this Agreement with the same effect as if the completed Exhibit C was attached to and made part of this Agreement at signing. (b) On or before the LP Closing Date, the Buyer and LP Sellers shall agree in writing as to an the allocation of the Initial Adjusted Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) Price among the Purchased Assets that complies with LP Properties under the methodology required by Section 1060 of the Code Code. Such agreed allocation shall be set forth on Schedule 2.5 attached hereto. The Buyer and LP Sellers shall report the Treasury regulations promulgated thereunder as soon as commercially practicable (transactions contemplated hereby on all Tax Returns, including, but in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable not limited to agree on an Allocation by the Closing DateForm 8594, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 such allocation. If, contrary to the intent of the Code following parties hereto as expressed in this Section 2.5, any adjustment taxing authority makes or proposes an allocation different from the allocation determined under this Section 2.5, Buyer and LP Sellers shall cooperate with each other in good faith to the Initial Purchase Price contest such taxing authority’s allocation (or the Final Purchase Priceproposed allocation), as applicableprovided, pursuant to this Agreementhowever, and (ii) Seller and Purchaser shallthat, and shall cause their Affiliates to, report consistently after consultation with the Allocation in all Returnsparty adversely affected by such allocation (or proposed allocation), including IRS Form 8594, which Purchaser and Seller shall timely the other party hereto may file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, such protective claims or Tax Returns as adjusted, in each case, unless may be reasonably required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationprotect its interests.

Allocation of Purchase Price. Purchaser and Seller and Purchaser shall use commercially reasonable efforts to agree to an allocation of the Initial Purchase Price, Assumed Liabilities, Price and any other items constituting properly treated as consideration for applicable U.S. federal income Tax purposes (to the extent known at such time) among the Purchased Assets that complies in accordance with Section 1060 of the Code and the Treasury regulations Regulations promulgated thereunder as soon as commercially practicable and, to the extent allowed under applicable federal income tax Law, in a manner consistent with the Allocated Values, within thirty (but in any event by 30) days after the Closing Date date that the final statement of the Purchase Price is finally determined pursuant to Section 8.4 (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser Buyer reach an agreement with respect to the Allocation, (i) the parties Purchaser and Seller shall use commercially reasonable efforts to update the Allocation in a manner consistent accordance with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Purchaser and Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in Allocation, as adjusted, on all Tax Returns, including IRS Internal Revenue Service Form 85948594 (Asset Acquisition Statement under Section 1060), which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in on any Tax Return that is inconsistent with the Allocation, as adjusted, unless otherwise required by applicable Law; provided, however, that neither Party shall be unreasonably impeded in each caseits ability and discretion to negotiate, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of compromise and/or settle any Tax audit, controversy claim or litigation related to the Allocationsimilar proceedings in connection with such allocation.

Allocation of Purchase Price. Seller Buyer and Purchaser the Selling Parties ---------------------------- agree that the Purchase Price shall use commercially reasonable efforts to agree to an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) be allocated among the Purchased Assets in accordance with the allocation set forth in SCHEDULE 2.5 attached hereto. Buyer -------- and the Selling Parties agree that each will report the federal, state and local income tax and other tax consequences of the purchase and sale contemplated hereby in a manner consistent with such allocation and that neither will take any position inconsistent therewith upon examination of any tax return, in any refund claim, in any litigation, or otherwise; provided that in the reasonable opinion of the Selling Parties, Buyer's allocation complies with Section 1060 of the Internal Revenue Code of 1986, as amended (the "IRC"), and the relevant Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable Buyer has provided information required pursuant to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation Section 1060(b) of the Initial IRC and other relevant authority in written form reasonably satisfactory to the Selling Parties on or before November 30, 1996. Buyer agrees to provide to the Selling Parties specific allocations of the Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, tangible personal property within ten (i10) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 business days of the Code following any adjustment to the Initial Purchase Price Tier I Closing or the Final Purchase PriceTier II Closing, as applicable, pursuant together with a certificate of the Selling Parties representing that the allocation to this Agreement, tangible personal property constitutes Buyer's representation regarding the fair market value of such tangible personal property and (ii) Seller that Buyer will use such allocation for all financial reporting and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall will not take any position inconsistent with such allocation upon examination of any tax return, in any Return that is inconsistent with the Allocation, as adjustedrefund claim, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy litigation or litigation related to the Allocationotherwise.

Allocation of Purchase Price. Seller and Purchaser As soon as reasonably practicable following the Closing, the Buyer shall use commercially reasonable efforts deliver to agree to the Sellers’ Representative an allocation statement setting forth the Buyer’s allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration Price for applicable income Tax purposes (pursuant to the extent known at such time) among the Purchased Assets that complies with Section 1060 of the Code and any other applicable Tax Laws (as the Treasury regulations promulgated thereunder same may be revised pursuant to the following sentence, the “Allocation Statement”). In the event that the Purchase Price is adjusted pursuant to Section 1.6 or Section 1.9, the Buyer shall deliver to the Sellers’ Representative a revised Allocation Statement as soon as commercially reasonably practicable following such adjustment. Such allocation shall (but a) not allocate an amount in any event by excess of $100,000,000 to depreciable tangible property, (b) not allocate an amount in excess of book value (without reduction for reserves) to inventory and accounts receivable, or (c) not allocate an aggregate amount in excess of $3,000,000 to the Closing Date Restrictive Covenant Agreement, the restrictive covenants set forth in Section 4.7 and the Cxxxx Name Usage Agreement and (d) shall allocate the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation balance of the Initial Purchase Price to intangible assets (including goodwill, trade names and customer relationships) other than non-competition agreements. Except as otherwise required by Law, the Final Purchase PriceBuyer and Sellers shall, and shall cause each other member of the Seller Group to, file all Tax Returns (such as applicable. If Seller and Purchaser reach an agreement with respect IRS Form 8594 or any other forms or reports required to the Allocation, (i) the parties shall use commercially reasonable efforts be filed pursuant to update the Allocation in a manner consistent with Section 1060 of the Code following or any comparable provisions of Law (“Section 1060 Forms”)) in a manner that is consistent with the Allocation Statement and refrain from taking any action inconsistent therewith. The Buyer and the Sellers shall cooperate in the preparation of Section 1060 Forms and file such Section 1060 Forms timely and in the manner required by applicable Law. The Buyer and the Sellers agree to treat any payments made pursuant to Section 1.9 and the indemnification provisions of this Agreement as an adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any for Tax audit, controversy or litigation related to the Allocationpurposes.

Allocation of Purchase Price. Within 120 days following the Closing Date, Buyer shall provide Seller and Purchaser shall use commercially reasonable efforts to agree to with a statement containing an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to Price plus the extent known at such time) liabilities of the Bank assumed by Merger Sub in the Merger among the Purchased Assets that complies assets of the Bank acquired by Merger Sub in the Merger (the "Allocation"). The Allocation shall be made in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by thereunder. The Allocation shall be subject to the Closing Date (the “Allocation”)). If Purchaser and reasonable approval of Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Priceparties shall negotiate in good faith to resolve any dispute regarding the Allocation. Each of Buyer, as applicable. If Seller Merger Sub, Seller, and Purchaser reach an agreement Parent shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed in connection with respect to the Allocation, (iii) the parties shall use commercially reasonable efforts to update be bound by the Allocation for purposes of determining Taxes, (iii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a consistent basis with the Allocation and (iv) take no position, and cause its Affiliates to take no position, inconsistent with such allocation on any applicable Tax Return, in a manner consistent with Section 1060 any audit or proceeding before any taxing authority, in any report made for Tax, financial accounting or any other purposes, or otherwise. In the event that the Allocation is disputed by any taxing authority, the party receiving the notice of such dispute shall promptly notify the Code following any other party hereto concerning the existence and resolution of such dispute. Any indemnification payment treated as an adjustment to Purchase Price shall be reflected as an adjustment to the Initial Purchase Price or price allocated to a specific asset, if any, giving rise to the Final Purchase Priceadjustment and if any such adjustment does not relate to a specific asset, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and such adjustment shall cause their Affiliates to, report consistently be allocated among the assets of the Bank acquired by Merger Sub in the Merger in accordance with the Allocation price allocation method provided in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in this Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation6.7(h).

Allocation of Purchase Price. Purchaser and Seller will allocate the purchase price (including assumed liabilities) for Tax purposes among the Purchased Assets pursuant to this Section 2.08. Seller shall prepare and deliver a draft allocation of the purchase price (including assumed liabilities) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within fifteen (15) days following the date hereof. Seller shall promptly provide Purchaser with any reasonably requested information requested by Purchaser for purposes of reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within [***] days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and Purchaser shall shall, in good faith, cooperate to timely resolve any such dispute. [***] Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.08. The Parties covenant and agree (a) to report for Tax purposes the allocation of the purchase price (including assumed liabilities) among the Purchased Assets in a manner entirely consistent with the Allocation, as it may be amended upon any adjustment to the calculation of the purchase price (including any assumed liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to such allocation and will take no position inconsistent with such allocation in the filing of any Tax Return, except upon a final determination by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to agree to an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationsuch allocation.

Allocation of Purchase Price. At Closing, the Personal Goodwill Amount shall be allocated to Member and the remainder of the Purchase Price (including the Company Goodwill Amount) shall be allocated among the Assets and among Seller and Purchaser shall use commercially reasonable efforts to agree to an allocation of the Initial Purchase PricePurchasers, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies relevant for income tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, and as otherwise required to complete IRS Form 8594 “Asset Acquisition Statement,” which allocations shall be agreed in writing on or before the Treasury regulations promulgated thereunder as soon as commercially practicable Closing. The parties agree to report the Transaction for Tax purposes in accordance with any allocation agreed on or before Closing, and each party will indemnify and hold each other party harmless from any loss, cost, damage, additional tax or expense (but in including attorneys’ fees) arising from any event failure by the Closing Date (the “Allocation”))indemnifying party to so report such transactions. If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final The Purchase Price, less the Personal Goodwill Amount allocated to Member as applicableset forth above, shall be allocated between and among the Seller entities based upon the Book Equity of each Seller entity. If More particularly, each Seller and Purchaser reach an agreement with respect to entity shall be allocated a portion of the AllocationPurchase Price by multiplying (a) the balance of the Purchase Price, after deducting the Personal Goodwill Amount, times (b) a fraction, (i) the parties shall use commercially reasonable efforts to update numerator of which is the Allocation in a manner consistent with Section 1060 Book Equity of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, Seller entity and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in denominator of which is the combined Book Equity of all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding entities (as determined using the existence of any Tax audit, controversy or litigation related to the Allocationsame methodology as set forth herein).

Allocation of Purchase Price. Within thirty (30) days after the Cut-Off Date (as such term is defined in the Class A Purchase Agreement), Seller and Purchaser shall use commercially reasonable efforts to agree and to agree with Concho upon an allocation of the Initial fair market value of the Company (derived based upon the Adjusted Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes Price (to as such term is defined in the extent known at such timeClass A Purchase Agreement)) among the Purchased Assets that complies with Section 1060 assets of the Code Company and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”))its Subsidiaries for U.S. federal income tax purposes. If Seller, Purchaser and Seller Concho are unable able to agree on an Allocation by the Closing Datesuch allocation, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation such allocation, as adjusted, in all Tax Returns, including IRS Form 8594including, which Purchaser but not limited to any statements required under Treasury Regulations Section 1.751‑1(a)(3) and Seller shall timely file with any allocation required under Section 755 of the IRSCode, and neither Seller nor Purchaser shall take any position in any Tax Return that is inconsistent with the Allocationsuch allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code; provided, however, nothing in this Agreement shall prevent either Party from settling any proposed deficiency or adjustment from a Governmental Authority arising from such allocation and neither Party shall be required to litigate any proposed deficiency or adjustment from a Governmental Authority arising from such allocation. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationsuch allocation, as adjusted.

Allocation of Purchase Price. Within 30 days after the final determination of the Purchase Price pursuant to the terms of this Agreement, Buyer will allocate the Purchase Price between the stock of DeVry University (the “DeVry University Purchase Price”) and the stock of DeVry New York (the “DeVry New York Purchase Price”) and will deliver to Seller a written notice setting forth such amounts (the “Allocation Statement”), and Purchaser shall the Allocation Statement will be promptly revised by Buyer as necessary to give effect to any subsequent adjustment to the Purchase Price hereunder. After the Closing, the Parties and their respective Affiliates will consistently use commercially reasonable efforts the allocations set forth in the Allocation Statement for federal, state, local and other Tax purposes, including for any Tax Returns and in any administrative or judicial proceeding relating to Taxes, and such Parties agree to an that none of them will assert or maintain a position inconsistent with the Allocation Statement, except as may be otherwise required by applicable Law. Buyer will determine the allocation of any subsequent adjustment to the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (which such adjustment upon delivery to the extent known at such time) among the Purchased Assets that complies with Section 1060 Seller will constitute a part of the Code and Allocation Statement for purposes of this Section 2.08. To the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser extent Buyer and Seller are unable to agree cannot reach agreement on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) they will utilize the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined dispute resolution mechanics specified in Section 1313 of the Code. Each of Seller 2.06(d), Section 2.06(e) and Purchaser agree Section 2.06(f) to promptly advise each other regarding the existence of resolve any Tax audit, controversy or litigation related to the Allocationsuch disputes.

Allocation of Purchase Price. Seller and Purchaser As soon as practicable following the Closing, Buyer shall use commercially reasonable efforts to agree to an determine in good faith the allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Final Purchase Price and the Final Purchase PriceAssumed Liabilities among the Assets based upon good faith estimates of fair market values, as applicableand shall present such determination to Seller for its review and approval, which shall not be unreasonably withheld. If In the event that Buyer and Seller and Purchaser reach an agreement with respect fail to agree on the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 allocation of the Code following any adjustment to the Initial Purchase Price or the Final Purchase PricePrice and the Assumed Liabilities within sixty (60) days of the Closing, as applicable, pursuant all allocation matters in dispute shall be referred for final determination to this Agreementan independent accounting firm of national standing (the “Allocation Arbiter”) selected by Seller, and (ii) reasonably acceptable to Buyer, the expense of which shall be borne equally by Seller and Purchaser shallBuyer. Promptly, and shall cause their Affiliates tobut no later than thirty (30) days after its acceptance of appointment, report consistently with the Allocation Arbiter shall determine (based solely on presentations by Seller and Buyer and not by independent review) only those matters in all Returns, including IRS Form 8594dispute and will render a written report as to the disputed matters and the resulting allocation of the Final Purchase Price and Assumed Liabilities, which Purchaser report shall be conclusive and Seller shall timely file with binding upon the IRSparties. Neither Buyer nor Seller, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each caseof their respective Affiliates, unless required to do so by a applicable law, shall take any position (whether in financial statements, audits, tax returns or otherwise) which is inconsistent with the final allocation determined by Buyer and Seller or, if applicable, the determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the AllocationAllocation Arbiter.

Allocation of Purchase Price. Seller Members and Purchaser shall use commercially reasonable efforts to agree to an allocation of the Initial Purchase PriceParent intend that, Assumed Liabilities, for federal and any other items constituting consideration for applicable income Tax purposes (purposes, the transactions contemplated by this Agreement shall be treated as a sale and transfer by the Company of its assets to Merger Sub in exchange for the Merger Consideration, followed by a deemed liquidation of the Company and distribution of the Merger Consideration to the extent known at such timeMembers in redemption of their Company Interests. Members and Parent hereby agree that the Purchase Price and the liabilities of the Company as of the effective date of the Closing (plus any other relevant items) among shall be allocated to the Purchased Assets that complies assets of the Company for purposes of all federal, state, local and foreign Tax purposes in the manner as set forth on Schedule 6.4 and in accordance with Section 1060 of the Code and the Treasury treasury regulations promulgated thereunder (and any similar provision of state, local or foreign law, as soon as commercially practicable (but in any event by the Closing Date appropriate) (the “Purchase Price Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial The Purchase Price Allocation shall be binding on Members, Parent and the Final Purchase PriceCompany for Tax purposes and each shall file their Tax Returns, as applicable. If Seller including Tax Returns filed pursuant to Sections 6.1(e) and Purchaser reach an agreement with respect to the Allocation(f), (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with such allocation and not take any contrary position in any Tax Return, audit or examination, unless otherwise required under applicable Law. If, subsequent to the Closing, there is an increase or decrease in the Purchase Price, the parties shall allocate such increase or decrease among the assets of the Company in a manner consistent with Schedule 6.4, Section 1060 of the Code following and the applicable treasury regulations (and any adjustment to similar provision of state, local or foreign law, as appropriate). Each Party will notify the Initial other Parties if it receives notice that the Internal Revenue Service proposes any allocation that is different from the Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.

Allocation of Purchase Price. Within 120 days following the Closing Date, Buyer shall provide Seller and Purchaser shall use commercially reasonable efforts to agree to with a statement containing an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to Price plus the extent known at such time) liabilities of the Bank assumed by Merger Sub in the Merger among the Purchased Assets that complies assets of the Bank acquired by Merger Sub in the Merger (the “Allocation”). The Allocation shall be made in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by thereunder. The Allocation shall be subject to the Closing Date (the “Allocation”)). If Purchaser and reasonable approval of Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Priceparties shall negotiate in good faith to resolve any dispute regarding the Allocation. Each of Buyer, as applicable. If Seller Merger Sub, Seller, and Purchaser reach an agreement Parent shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed in connection with respect to the Allocation, (iii) the parties shall use commercially reasonable efforts to update be bound by the Allocation for purposes of determining Taxes, (iii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a consistent basis with the Allocation and (iv) take no position, and cause its Affiliates to take no position, inconsistent with such allocation on any applicable Tax Return, in a manner consistent with Section 1060 any audit or proceeding before any taxing authority, in any report made for Tax, financial accounting or any other purposes, or otherwise. In the event that the Allocation is disputed by any taxing authority, the party receiving the notice of such dispute shall promptly notify the Code following any other party hereto concerning the existence and resolution of such dispute. Any indemnification payment treated as an adjustment to Purchase Price shall be reflected as an adjustment to the Initial Purchase Price or price allocated to a specific asset, if any, giving rise to the Final Purchase Priceadjustment and if any such adjustment does not relate to a specific asset, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and such adjustment shall cause their Affiliates to, report consistently be allocated among the assets of the Bank acquired by Merger Sub in the Merger in accordance with the Allocation price allocation method provided in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in this Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation6.7(h).

Allocation of Purchase Price. The Purchase Price shall be allocated ---------------------------- among Founder, SMI, IMS and SE as set forth on Schedule 2.2 hereto. Seller ------------ represents and warrants that to Seller's best knowledge and belief such allocation is a reasonable allocation of the relative value of the Assets being transferred by each of Founder, SMI, IMS and SE. In addition, within fifteen (15) days of the Closing, Seller and Purchaser Buyer shall use commercially reasonable efforts to agree to upon an allocation of the Initial purchase price among the Assets for each entity and such agreement shall be reduced to a writing executed by Buyer and Seller that shall be delivered by Buyer and Seller to each other (the "Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (Price Allocation Agreement"). Any subsequent adjustments to the extent known at such time) among the Purchased Assets that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial allocable Purchase Price and shall be reflected in the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Price Allocation Agreement in a manner consistent with Section 1060 of the Code following any adjustment Treasury Regulation (S)1.1060-lT(f). Each party agrees not to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is adverse to or inconsistent with the AllocationPurchase Price Allocation Agreement in any tax return or other similar filing made by such party with any governmental taxing authority, as adjusted, including the United States Internal Revenue Service unless otherwise required by an applicable taxing authority. Nothing herein contained shall impose on either party the duty or obligation to contest any action which any taxing authority may take or any adjustment or change in each case, unless required to do so by a final determination as defined in Section 1313 of the Codesuch allocation which any taxing authority may make or propose. Each of Seller and Purchaser agree Buyer shall each be responsible for the preparation of their own Section 1060 statements and forms in accordance with applicable tax laws, and each shall execute and deliver to promptly advise each other regarding such statements and forms as are reasonably requested by the existence of any Tax audit, controversy or litigation related to the Allocationother party.

Allocation of Purchase Price. Prior to the Initial Closing Date, Buyer and Seller shall prepare and Purchaser shall use commercially reasonable efforts attempt in good faith to agree to an upon a preliminary allocation of the Initial Purchase Price, Assumed Liabilities, Price and any other items constituting consideration Assumed Liabilities thereto as amounts recognized for applicable income Tax purposes among the Assets. Within 90 days after the Initial Closing Date, Buyer and Seller shall finalize and agree upon such final allocation of the Purchase Price (to the extent known at such timeand all other capitalized costs) among the Purchased Assets that complies in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign law, as soon as commercially practicable (but in any event appropriate), which allocation shall be binding upon Buyer and Seller. Such allocation will be set forth on Exhibit 2.03 hereto, which shall be incorporated by the Closing Date (the “Allocation”))reference in, and become a part of, this Agreement. If Purchaser Buyer and Seller are unable will timely and properly prepare, execute, file and deliver all such documents, forms and other information as the other party may reasonably request to agree on an Allocation by prepare such allocation. After the Initial Closing Date, each the parties will make consistent use of Purchaser the allocation specified in Exhibit 2.03 for all Tax purposes and in all filings, declarations and reports with the IRS or other Tax authorities in respect thereof, including the reports required to be filed under Section 1060 of the Code unless otherwise required by law. In any proceeding related to the determination of any Tax, neither Buyer nor Seller shall use its own contest or represent that such allocation of the Initial Purchase Price and the Final Purchase Price, as applicablewas not a correct allocation. If Seller and Purchaser reach an agreement with respect Any indemnification payment pursuant to the Allocation, (i) the parties Article X shall use commercially reasonable efforts to update the Allocation be allocated in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the AllocationExhibit 2.03.

Allocation of Purchase Price. Seller Buyer shall allocate the Purchase Price and Purchaser shall use commercially reasonable efforts to agree to an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) Liabilities among the Purchased Assets that complies in accordance with Section 1060 of the Internal Revenue Code and the Treasury regulations promulgated thereunder of 1986, as soon as commercially practicable (but in any event by the Closing Date amended (the “AllocationCode”), as set forth on Exhibit D (the “Allocation Schedule”). If Purchaser The Sellers and Seller are unable Buyer shall cooperate in the preparation of and execute any elections and agreements that may be necessary or desirable under the Code or any other applicable tax legislation to agree on an Allocation by give effect to the Closing Dateallocations described in this Section 2.3, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller Sellers and Purchaser reach an agreement with respect to the Allocation, (i) the parties Buyer shall use commercially reasonable efforts to update the Allocation prepare and file their respective Tax Returns in a manner consistent with Section 1060 of those allocations, elections and agreements. Buyer and the Code following any adjustment to the Initial Purchase Price or the Final Purchase PriceEquityholders shall report, as applicable, pursuant to this Agreement, act and (ii) Seller file all Tax Returns in all respects and Purchaser shall, and shall cause their Affiliates to, report consistently for all purposes consistent with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRSSchedule, and neither Seller nor Purchaser no party shall take any position (whether in any Return audits, Tax Returns or otherwise) that is inconsistent with the Allocation, as adjusted, in each case, Allocation Schedule unless required to do so by a final determination as defined in Section 1313 applicable Law. Buyer shall prepare for filing all of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related Returns that may be required with respect to the Allocationtransactions contemplated under this Agreement. The Equityholders shall provide information that may be required by Buyer for the purpose of preparing such Tax Returns, execute and file such Tax Returns as requested by Buyer and file all other returns and tax information on a basis that is consistent with such Tax Returns prepared by Buyer. If the Purchase Price is adjusted pursuant to Section 2.6, the Allocation Schedule shall be adjusted as mutually agreed by Buyer and the Equityholders to reflect such adjustments to the consideration paid pursuant to this Agreement.

Allocation of Purchase Price. Seller The parties acknowledge and Purchaser agree that the Purchase Price shall use commercially reasonable efforts be allocated in accordance with the principles set forth on Exhibit “C” attached hereto. In the event that the Purchase Price is adjusted pursuant to the provisions of this Agreement (including as a result of post-Closing payments made pursuant to the working capital adjustment provisions of Section 2.3), Exhibit C shall be revised as Buyer shall provide Sellers with a revised allocation schedule reflecting such adjustments. The parties agree to an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes to allocate the Purchase Price (to the extent known at such timeand all other capitalizable costs) among the Purchased Assets that complies as set forth in Exhibit “C” attached hereto, which shall be in accordance with Section 1060 of the Code and the Treasury regulations promulgated Regulations thereunder (and similar provisions of state, local or non-U.S. law, as soon as commercially practicable (but appropriate). Sellers and Buyer, and each of their Affiliates, hereby covenant and agree that they will not take a position on any Tax Return, before any Tax Authority or in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return judicial proceeding that is any way inconsistent with the Allocation, as adjusted, in each caseallocation set forth on Exhibit “C”, unless and to the extent required to do so by a final determination as defined pursuant to applicable Laws. Buyer and Sellers, and each of their Affiliates, shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in Section 1313 of all respects and for all purposes consistent with the Code. Each of Seller allocation set forth on Exhibit “C” and Purchaser agree to promptly advise each other regarding cooperate in the existence filing of any Tax audit, controversy or litigation related forms with respect to the Allocationsuch allocation.

Allocation of Purchase Price. Within sixty (60) days after the Final Adjusted Purchase Price has been determined pursuant to Section 2.4, Buyer shall prepare and deliver to Seller and Purchaser shall use commercially reasonable efforts to agree to a statement setting forth an allocation of the Initial Final Adjusted Purchase Price, Assumed Liabilities, the applicable assumed liabilities of the Company Group and any other items constituting that are treated as consideration for applicable U.S. federal income Tax purposes (to the extent known at such time) among the Purchased Assets that complies in a manner consistent with Section 1060 of the Code and the Treasury regulations Regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser and Buyer shall adjust the Allocation to incorporate all reasonable comments thereto provided by Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation no later than thirty (30) days after delivery of the Initial Purchase Price Allocation to Seller, and the Final Purchase Price, as applicable. If Seller and Purchaser Parties shall cooperate to reach an agreement with respect to the Allocation, (i) the parties . The Parties shall use commercially reasonable efforts to update adjust the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Final Adjusted Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) applicable Law. Seller and Purchaser Buyer shall, and shall cause their Affiliates to, report consistently with the Allocation file all Tax Returns in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent a manner consistent with the Allocation, as adjusted, in each case, unless otherwise required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller ; provided, however, that neither Party shall be unreasonably impeded in its ability and Purchaser agree discretion to negotiate, compromise and/or settle any Tax Proceedings in connection with the Allocation, and the Parties shall promptly advise each other regarding the existence inform one another of any Tax audit, controversy or litigation challenge by any Taxing Authority related to the Allocation. If Seller and Buyer cannot reach an agreement with respect to the Allocation pursuant to the procedures set forth in this Section 2.5, they shall submit the dispute to the Accounting Firm, who shall make a final determination regarding the Allocation. The costs and expenses of the Accounting Firm in connection with resolving any such dispute will be split equally between Xxxxx and Seller.

Allocation of Purchase Price. Seller Within ninety (90) days after the Closing Date, Acquiror shall prepare and Purchaser shall use commercially reasonable efforts cause to agree be delivered to the Tax Matters Member an allocation (the “Purchase Price Allocation”) of the Initial Purchase Price, Assumed Liabilities, consideration delivered pursuant to this Agreement (and any all other items constituting consideration for applicable income Tax purposes (to the extent known at such timecapitalized costs) among the Purchased Assets that complies assets sf-3640269 of the Company in accordance with Section 1060 of the Code and the Treasury regulations promulgated Regulations issued thereunder (and any similar provision of state, local, or other applicable Law, as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)appropriate). If Purchaser Acquiror will give the Tax Matters Member reasonable opportunity to review and Seller are unable to agree comment on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price Allocation and Acquiror will consider in good faith any comments that the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement Tax Matters Member has with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or Allocation. Acquiror, the Final Purchase PriceHolders and their respective Affiliates shall report, as applicableact and file any Tax Returns (including, pursuant but not limited to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594) in all respects and for all purposes consistent with such Purchase Price Allocation prepared by Acquiror. The Tax Matters Member shall reasonably discuss and consult with Acquiror on the timely and proper preparation, which Purchaser execution, filing and Seller delivery of all such documents, forms and other information as Acquiror shall timely file with reasonably request to prepare such Purchase Price Allocation. Neither Acquiror, the IRS, and neither Seller Holders nor Purchaser their Affiliates shall take any position (whether on any Tax Returns, in any Return Action relating to Taxes, or otherwise) that is inconsistent with the such Purchase Price Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationapplicable Law.

Allocation of Purchase Price. Seller The Purchase Price shall be allocated among the Transferred Properties in a manner mutually agreed upon by Chevron NPRB Lead, CONSOL NPRB Lead and Purchaser Buyer as set forth in Schedule 6 attached to this Agreement to include only (i) an allocation between and among the Entity Sellers and the CX Ranch Sellers and (ii) an allocation between the equity interests in YCMC and the CX Ranch Assets. Chevron NPRB Lead, CONSOL NPRB Lead and Buyer shall use commercially reasonable efforts the allocation agreed upon for all reporting purposes having to agree do with Taxes, unless otherwise agreed by the Buyer and Sellers or unless otherwise required by applicable Law; provided, however, that each Party may take its own position with respect to an any allocation of Purchase Price not described in Schedule 6. In addition, Chevron NPRB Lead, CONSOL NPRB Lead and Buyer agree (i) to file all Tax Returns and determine all Taxes, including all taxes based on or measured by net income or profits, in accordance with and based upon the Initial allocation and (ii) not to take any position for tax purposes inconsistent with such allocation in any audit or judicial or administrative proceeding or otherwise, unless otherwise agreed by the Buyer and Sellers or unless otherwise required by applicable Law. In the event of any adjustment to the Purchase Price, Assumed Liabilitieswithin one hundred eighty (180) days of such adjustment, Chevron NPRB Lead, CONSOL NPRB Lead and any other items constituting consideration for applicable income Tax purposes (Buyer shall seek, in good faith, to the extent known at such time) among the Purchased Assets that complies with Section 1060 agree on a revised version of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”))Schedule 6. If Purchaser and Seller the Parties are unable to agree on an Allocation by the Closing Datea revised version of Schedule 6 within such 180-day period, each of Purchaser and Seller shall use party may, in its sole discretion, take its own allocation of the Initial Purchase Price and the Final Purchase Price, position with any relevant Tax authority as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationsuch purchase price adjustment.

Allocation of Purchase Price. Exhibit D attached is a preliminary allocation of Purchase Price among the Shares and the Swiss Note (giving effect to the Pre-Closing Transactions but treating the Pre-Closing Transactions as taxable sales to NewCo USA and Avure Sweden, respectively). Within twenty (20) days (or such reasonable extension thereof as approved by the non-requesting party, such approval not to be unreasonably withheld), following the determination of the Net Working Capital pursuant to either the agreement of the parties or the determination of the Accountants pursuant to Section 2.3, an updated Exhibit D will be prepared by Purchaser using principles consistent with the principles used in the preparation of Exhibit D attached as the date of this Agreement. In the event of any Review Restatement Adjustment, Purchaser shall prepare an updated Exhibit D reflecting such adjustment using principles consistent with the principles used in the preparation of any other Exhibit D. Seller and Purchaser shall use commercially reasonable efforts each agree (a) to agree to an allocation report the sale of Shares, Swiss Note and the Initial Purchase Price, Assumed Liabilities, non-compete and any other items constituting consideration non-solicitation agreements set forth in Article 10 for applicable income Tax purposes (in accordance with the allocations set forth on the final Exhibit D and to follow the extent known at such time) among allocations set forth on the Purchased Assets that complies with Section 1060 of the Code final Exhibit D in determining and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in reporting their Liability for any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the AllocationTaxes, (ib) the parties shall use commercially reasonable efforts not to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with such allocations on any of its Tax Returns, (c) if necessary, to timely file federal tax Form 8594 with the Allocation, as adjusted, in each case, unless applicable Tax Return for the year of this transaction reflecting such Purchase Price allocations or any such equivalent form required by the Laws of Sweden or Switzerland and (d) to do so by a final determination as defined in Section 1313 comply with the other covenants of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationparties set forth in Sections 5.8 through 5.11.

Allocation of Purchase Price. Seller Prior to the Closing Date, the Buyer and Purchaser the Sellers shall use commercially reasonable efforts negotiate, draft and execute a schedule (the "Allocation Schedule") allocating the Purchase Price (including, for purposes of this Section 1(f), any other consideration paid to agree to an allocation of the Initial Purchase PriceSellers, including the Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies Acquired Assets. Promptly following the making of the Purchase Price adjustments contemplated by Section 2(c), the Buyer and the Sellers shall in good faith negotiate adjustments to the Allocation Schedule to reflect any differences between the Purchase Price and the Adjusted Purchase Price (as defined in Section 2(c)), and execute a revised Allocation Schedule. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”))thereunder. If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation Each of the Initial Purchase Price Sellers and the Final Purchase Price, as applicable. If Seller and Purchaser reach Buyer agrees that promptly upon receiving the Allocation Schedule it shall return an agreement with respect executed copy thereof to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 other parties. Each of the Code following any adjustment Sellers and the Buyer agrees to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS file Internal Revenue Service Form 8594, which Purchaser and Seller shall timely file with the IRSall federal, state, local and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination foreign Tax Returns (as defined in Section 1313 of 4(f)), in accordance with the CodeAllocation Schedule. Each of Seller the Sellers and Purchaser agree the Buyer agrees to provide the others promptly advise each with any other regarding the existence of any Tax audit, controversy or litigation related information required to the Allocation.complete Form 8594. (i)

Allocation of Purchase Price. Seller The Purchase Price and Purchaser Assumed Liabilities (plus other relevant items) shall use commercially reasonable efforts to agree to an allocation be allocated among the Target Assets in the manner required by Section 1060 of the Initial Purchase PriceInternal Revenue Code of 1986, Assumed Liabilitiesas amended (the “Code”) as shown on IRS Form 8594, attached hereto as Schedule 3.6 and the basic principles set forth in Schedule 3.6. After the Closing, the parties will make consistent use of the allocations set forth in such allocation schedule for all purposes, including for purposes of any Tax Returns and any other items constituting consideration for applicable income Tax purposes (forms or reports required to the extent known at such time) among the Purchased Assets that complies with be filed pursuant to Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in including Internal Revenue Service Form 8594), or any event by the Closing Date (the “Allocation”))comparable provision of state, local or foreign law. If Purchaser and Seller are unable to agree on an Allocation by Within 120 days after the Closing Date, each of Purchaser will prepare and deliver to Seller Internal Revenue Service Form 8594 reflecting the agreed allocation, to be filed with the Internal Revenue Service. Purchaser and Seller shall use its own agree that the form of the transactions, the consideration provided for in this Agreement and the allocation of the Initial Purchase Price as provided above were arrived at on the basis of arm’s length negotiation between Purchaser and the Final Purchase PriceSeller, and, except as applicable. If Seller required by Legal Requirement, shall be respected by each of them and Purchaser reach an agreement with respect to the Allocationtheir respective Affiliates for federal, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Pricestate, as applicable, pursuant to this Agreement, local and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returnsother Tax reporting purposes, including IRS filings on Internal Revenue Service Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any that none of them will assert or maintain a position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Codeforegoing. Each of Seller and Purchaser The parties agree to promptly advise each other regarding treat (for any deferral or applicable state or local income Tax purposes) any additional or deferred Purchase Price payable to Seller as additional consideration for the existence of any Tax auditTarget Asset sale, controversy or litigation related except to the Allocationextent such payments are treated as imputed interest pursuant to the Code (including pursuant to Section 483 thereof).

Allocation of Purchase Price. Prior to the Closing Date, Buyer and Seller and Purchaser shall use commercially reasonable efforts to agree to an allocation of allocate the Initial Purchase Price, the Assumed Liabilities, and all other relevant items (including, for example, any other items constituting consideration for applicable income Tax purposes (adjustments or additions to the extent known at such time) among the Purchased Assets that complies Purchase Price), in accordance with Section 1060 of the Code (and the Treasury regulations promulgated thereunder any similar provision of state, local or foreign law, as soon as commercially practicable (but in any event by the Closing Date appropriate) (the “Purchase Price Allocation”)). If Purchaser and Seller are unable to agree A schedule setting forth the parties’ agreement on an such Purchase Price Allocation shall be agreed upon by the Closing Date, each of Purchaser parties prior to the Closing; provided that the Purchase Price Allocation shall allocate $8,500,000 to Seller’s goodwill and Seller shall use its own allocation the Proprietary Rights included as part of the Initial Purchased Assets. In the event that, after the Purchase Price and Allocation is determined, the Final Purchase Price is adjusted, the Purchase Price Allocation shall also be adjusted. To the extent permitted by the Code or other applicable tax law, any adjustments to the Purchase Price shall be allocated, to the extent possible, to the classes of assets that were the subject of the adjustments to the Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the The Purchase Price Allocation, including any adjustments thereto, will be binding on Buyer and Seller. Each of the Parties shall file all Tax Returns (iincluding amended returns, claims for refunds, and IRS Form 8594) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all ReturnsAllocation, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall any adjustments thereto. No party will take any position (whether in any Return audits or similar proceedings, Tax Returns, refund claims, or otherwise) that is inconsistent with the Allocationsuch allocation, except as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Codeapplicable Law. Each of Buyer and Seller (and Purchaser agree Seller’s Affiliates, as applicable) will use its commercially reasonable best efforts to promptly advise each other regarding the existence of sustain such allocation in any Tax subsequent audit, controversy similar proceeding, appeal, or litigation related to the Allocationcourt proceeding.

Allocation of Purchase Price. Within ninety (90) days following the Closing Date, Buyer will provide Seller with a copy of IRS Form 8594 and Purchaser shall use commercially reasonable efforts to agree to an allocation of any required exhibits thereto, allocating the Initial Purchase Price, Price (together with the Assumed Liabilities, and any other items constituting consideration Liabilities treated as assumed liabilities for applicable federal income Tax purposes (to the extent known at such timetax purposes) among the Purchased Assets that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an The Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) in respect of the parties fixed assets included in the Purchased Assets, be based upon their fair market values as set forth in an independent appraisal conducted by Buyer (a copy of which shall use commercially reasonable efforts be furnished to update the Allocation Seller), (ii) include not more than $500,000 as being attributable to the covenants not to compete and solicit set forth in Section 5.5 of this Agreement; provided that such allocation shall not in any way limit Buyer’s right of recovery for a manner consistent breach of Section 5.5 of this Agreement; and (iii) otherwise comply with the requirements of Section 1060 of the Code following any Code. In the event an adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, is made pursuant to this AgreementSection 1.7, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser shall be revised accordingly by Buyer and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required presented to do so by a final determination as defined in Section 1313 of the CodeSeller. Each of Seller and Purchaser Buyer agree that, to promptly advise the extent permitted by applicable Law, it will adopt and utilize the amounts allocated to each other regarding asset or class of assets for purposes of all Tax Returns and that it will not voluntarily take any position inconsistent with the existence Allocation upon examination of any such Tax auditReturns, controversy in any claim for refund, in any litigation or litigation related otherwise with respect to such Tax Returns. Notwithstanding any other provisions of this Agreement, the Allocationforegoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. Buyer shall prepare and deliver to Seller a schedule (the "Allocation Schedule", which shall be Schedule 3.3) allocating the Purchase Price and Purchaser shall use commercially reasonable efforts to agree to an allocation of the Initial Purchase Price, Assumed Liabilities, Liabilities (and any all other items constituting consideration for applicable income Tax purposes (to the extent known at such timecapitalized costs) among the Purchased Assets that complies in accordance with Section 1060 of the Code IRC and the Treasury regulations promulgated thereunder any corresponding requirements of any state or local tax laws as soon as commercially practicable (but in any event by after the Closing Date Time, and in no case later than forty-five (45) days before the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Datedue date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Priceincluding available extensions, as applicable. If Seller and Purchaser reach an agreement for filing any Tax Returns with respect to the Allocation, (i) Allocation Schedule. Seller will have the parties shall use commercially right to raise reasonable efforts objections to update the Allocation Schedule within fifteen (15) days after its receipt thereof, in which event Buyer and Seller will negotiate in good faith to resolve such objections. If Buyer and Seller cannot mutually resolve Seller's reasonable objections to the Allocation Schedule within ten (10) days after Buyer's receipt of such objections, such dispute with respect to the Allocation Schedule shall be presented to an independent accounting firm reasonably acceptable to each of Buyer and Seller on the next day, for a manner decision that shall be rendered by such independent accounting firm within ten (10) days thereafter and shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection by the independent accounting firm shall be shared in equal amounts by Buyer, on the one hand, and Seller, on the other. Buyer and Seller each shall report and file all Tax Returns (including amended Tax Returns and claims for refund) and shall cooperate in the filing of any forms (including Internal Revenue Service Form 8594) consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shallAllocation Schedule, and shall cause their Affiliates totake no position contrary thereto or inconsistent therewith (including, report consistently with the Allocation in all Returnswithout limitation, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so audits or examinations by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each any taxing authority or any other regarding the existence of any Tax audit, controversy or litigation related to the Allocationproceedings).

Allocation of Purchase Price. Seller and Purchaser The Purchase Price shall use commercially reasonable efforts to agree to an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration be allocated for applicable income Tax all purposes (to including Tax purposes) in accordance with the extent known at such time) among the Purchased Assets that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but methodology set forth in any event by the Closing Date Schedule B hereto (the “Purchase Price Allocation”)). If Purchaser ) and Seller are unable to agree on an Allocation such final determination shall be made by the Closing Datemutual agreement of Parent and the Representative, subject to applicable Laws and approval by Parent’s independent auditor and valuation expert, within 120 days after the Closing; provided, that Buyers and Sellers agree that such determination shall be based upon each of Skagen Europe and Skagen HK being allocated a portion of the Purchase Price equal to the book value of such entity and the remainder of the Purchase Price being allocated to Skagen US. Unless prohibited by applicable Laws, each of Purchaser and Seller shall use its own allocation the parties hereto will not take a position on any Tax Return, before any Governmental Body charged with the collection of any Tax, or in any action or Litigation, that is in any way inconsistent with the Initial Purchase Price Allocation and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement will cooperate with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation each other in a manner timely filing consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file such allocation with the IRS, and neither Seller nor Purchaser . The Purchase Price Allocation derived by Parent in accordance with this Section 1.8 shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in be binding on each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree each Buyer for all Tax reporting purposes. For the avoidance of doubt, the calculations set forth on Schedule B hereto are for illustration and example purposes only and to promptly advise each other evidence the methodology regarding the existence calculation of any Tax audit, controversy or litigation related such Purchase Price Allocation and Parent shall deliver an updated Schedule B consistent with such methodology and based upon the Preliminary Closing Balance Sheet prior to the AllocationClosing.

Allocation of Purchase Price. Seller Buyer and Purchaser the Equityholder shall use commercially reasonable efforts to agree to an allocation of allocate the Initial Purchase Price, Price and Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) Liabilities among the Purchased Assets that complies in accordance with Section 1060 of the Internal Revenue Code and the Treasury regulations promulgated thereunder of 1986, as soon as commercially practicable (but in any event by the Closing Date amended (the “AllocationCode”), as set forth on Exhibit D (the “Allocation Schedule”). If Purchaser The Seller and Seller are unable Buyer shall cooperate in the preparation of and execute any elections and agreements that may be necessary or desirable under the Code or any other applicable tax legislation to agree on an Allocation by give effect to the Closing Dateallocations described in this Section 2.3, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties Buyer shall use commercially reasonable efforts to update the Allocation prepare and file their respective Tax Returns in a manner consistent with Section 1060 of those allocations, elections and agreements. Buyer and the Code following any adjustment to the Initial Purchase Price or the Final Purchase PriceEquityholder shall report, as applicable, pursuant to this Agreement, act and (ii) Seller file all Tax Returns in all respects and Purchaser shall, and shall cause their Affiliates to, report consistently for all purposes consistent with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRSSchedule, and neither Seller nor Purchaser no party shall take any position (whether in any Return audits, Tax Returns or otherwise) that is inconsistent with the Allocation, as adjusted, in each case, Allocation Schedule unless required to do so by a final determination as defined in Section 1313 applicable Law. Buyer shall prepare for filing all of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related Returns that may be required with respect to the Allocationtransactions contemplated under this Agreement. The Equityholder shall provide information that may be required by Buyer for the purpose of preparing such Tax Returns, execute and file such Tax Returns as requested by Buyer and file all other returns and tax information on a basis that is consistent with such Tax Returns prepared by Buyer. If the Purchase Price is adjusted pursuant to Section 2.6 or Article 8, the Allocation Schedule shall be adjusted as mutually agreed by Buyer and the Equityholder to reflect such adjustments to the consideration paid pursuant to this Agreement.

Allocation of Purchase Price. Seller Sellers and Purchaser Buyer agree that the Purchase Price and the Assumed Liabilities (plus other relevant items) shall use commercially reasonable efforts to agree to an allocation of be allocated first among the Initial Purchase Price, Assumed Liabilities, Sellers and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) then among the Purchased Assets that complies for U.S. federal income tax purposes in accordance with Section 1060 of the Code and Treasury Regulations thereunder and the Treasury regulations promulgated thereunder methodology set forth in the allocation schedule attached hereto as soon as commercially practicable (but in any event by the Closing Date Annex A (the “Allocation Schedule”). Within ninety (90) days after the final determination of the Purchase Price, Buyer shall provide Sellers with an allocation (the “Purchase Price Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation ) of the Initial Purchase Price and Assumed Liabilities (plus other relevant items) among the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement Purchased Assets which shall be prepared consistent with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update methodology set forth on the Allocation in a manner consistent with Section 1060 of Schedule. Buyer shall permit Sellers to review and comment on the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, Allocation and shall cause their Affiliates to, consider in good faith such revisions as are reasonably requested by Sellers. Buyer and Sellers agree for all Tax reporting purposes to report consistently the transactions contemplated by this Agreement in accordance with the Purchase Price Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall to not take any position in (or allow any Return that is other Person to take any position) during the course of any audit or other Action inconsistent with the Purchase Price Allocation, as adjusted, in each case, unless otherwise required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationapplicable Law.

Allocation of Purchase Price. The Buyer and the Seller and Purchaser shall use commercially reasonable ---------------------------- their best efforts to agree to upon an allocation among the Related Assets and, as a result of elections made under Section 338(h)(10) of the Initial Purchase PriceCode, Assumed Liabilitiesthe assets of the Company and, and any other items constituting consideration as applicable, the assets of the Company's Subsidiaries, of the purchase price (determined for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies tax purposes). Such purchase price allocation shall be consistent with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (Regulations thereunder, and completed within 180 days of the date of this Agreement but in any no event by less than 30 days prior to the Closing. Any post Closing adjustments for purchase price allocation purposes under this Section 3.4 shall be jointly made and agreed to following the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially within a reasonable efforts to update the Allocation time in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, allocation determined pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code3.4. Each of the Buyer and the Seller agrees to file Internal Revenue Service Form 8594 and Purchaser agree Form 8883 and all federal, state, local and foreign Tax Returns, in accordance with the allocation determined under this Section 3.4. Each of the Buyer and the Seller shall report the transactions contemplated by this Agreement for Tax purposes in a manner consistent with the allocation determined pursuant to this Section 3.4. Each of the Buyer and the Seller agrees to provide the other promptly advise each with any other information reasonably required to complete Form 8594 and Form 8883. Each of the Buyer and the Seller shall notify the other in the event of an examination, audit or other proceeding regarding the existence of any Tax auditallocation determined under this Section 3.4. If the Buyer and the Seller are unable to reach an agreement on a purchase price allocation, controversy or litigation related then the Buyer and the Seller shall submit such disputed items for determination and resolution to the AllocationIndependent Accounting Firm, whose decision shall be final, binding and conclusive on the parties hereto and whose fees and expenses shall be borne equally by the parties.

Allocation of Purchase Price. Seller The parties will allocate the Purchase Price prior to Closing based upon a mutually satisfactory valuation analysis to be jointly prepared by the parties prior to the Closing. The parties acknowledge that, based upon the limited analysis performed prior to the date of this Agreement, the parties have no reason to believe that the allocation of 50% of the Purchase Price to the stock of Bard Galway, Bard Ireland and Purchaser shall use commercially reasonable efforts to agree to an Bard Connaught would be unreasonable. Notwithstanding the foregoing, the allocation of the Initial Purchase PricePrice among assets sold by Seller or a U.S. subsidiary of Seller, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to shall be prepared in accordance with the extent known at such time) among the Purchased Assets that complies with rules under Section 1060 of the Code Code, and the Treasury regulations Regulations promulgated thereunder as soon as commercially practicable (but thereunder); provided, however, in the event of any event by adjustment to the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect pursuant to the Allocation, this Agreement (i) Seller shall promptly prepare and furnish to Buyer an amendment to such allocation, (ii) Buyer may promptly, but in no event later than 10 days after receipt of such amendment, comment on the parties amendment and (iii) Seller shall use commercially reasonable efforts incorporate any comments of Buyer timely received by Seller into the amendment which do not adversely affect Seller's liability for Taxes or Tax position in any material respect. Seller and Buyer agree to update act in accordance with the Allocation computations and allocations resulting from the procedures set forth in a manner consistent with this Section 6.4 (including, without limitation, any modifications pursuant to the proviso immediately preceding this sentence) in any relevant Tax Returns or filings, including, without limitation, any forms or reports required to be filed pursuant to Section 1060 of the Code following Code, the Treasury Regulations promulgated thereunder or any adjustment to the Initial Purchase Price or the Final Purchase Priceprovisions of local, as applicable, pursuant to this Agreementstate and foreign law ("1060 Forms"), and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with to cooperate in the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence preparation of any Tax audit, controversy or litigation related 1060 Forms and to file such 1060 Forms in the Allocationmanner required by applicable law.

Allocation of Purchase Price. Seller and Purchaser The Buyer shall use commercially reasonable efforts provide to agree to an allocation the Company no later than thirty (30) days after the Closing Date copies of a schedule allocating the Initial Purchase Price, Assumed Liabilities, Price (and any other items constituting consideration for applicable income Tax purposes (to Assumed Liabilities that are properly treated as purchase price in accordance with the extent known at such time) among the Purchased Assets that complies with rules under Section 1060 of the Code and the Treasury regulations Regulations promulgated thereunder as soon as commercially practicable (but in any event thereunder) paid by the Closing Date Buyer among the Transferred Assets (the “Purchase Price Allocation”)). If Purchaser and Seller are unable to agree on , which Purchase Price Allocation shall have been determined by Deloitte & Touche LLP or its affiliates, an Allocation independent third party appraiser retained by the Closing Date, each of Purchaser Buyer. The Buyer and Seller shall use its own allocation of the Initial Company recognize that the Purchase Price does not include the Buyer’s acquisition expenses and that the Buyer shall allocate such expenses in its sole discretion. The Buyer and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect Company agree to the Allocation, (i) be bound by such allocation, (ii) act in accordance with the parties shall use commercially reasonable efforts computations and allocations as determined pursuant to update the Purchase Price Allocation in a manner consistent with any relevant Tax Returns or filings, including any forms or reports required to be filed pursuant to Section 1060 of the Code following Code, the Treasury Regulations promulgated thereunder or any adjustment provisions of local, state and foreign law (“1060 Forms”), (iii) cooperate in the preparation of any 1060 Forms and to file such 1060 Forms in the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, manner required by applicable law and (iiiv) Seller take no position and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall to take any no position in any Return that is inconsistent with the AllocationPurchase Price Allocation for income Tax purposes, as adjusted, in each caseincluding United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to do so by a final determination as defined in “determination” within the meaning of Section 1313 1313(a) of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related Not later than thirty (30) days prior to the Allocationfiling of their respective 1060 Forms (both initial and supplemental) relating to this transaction, each party shall deliver to the other party a copy of its 1060 Forms.

Allocation of Purchase Price. Seller and Prior to the Closing, Purchaser shall use commercially reasonable efforts engage an independent third party appraiser (the “Appraiser”) to agree to promptly prepare an allocation appraisal of the Initial Purchase Price, Assumed Liabilities, fair market values of the tangible Purchased Assets (the “Appraisal”). The Purchaser and any other items constituting consideration for applicable income Tax purposes (the Company shall jointly participate in the Appraisal process with both having equal access to the extent known at such time) among Appraiser. Purchaser and the Company shall allocate the Purchase Price in amounts equal to the fair market values of the tangible Purchased Assets that complies set forth in the Appraisal, consistent with the principles of Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”). After the Closing, the Parties shall make consistent use of the allocation, fair market value and useful lives specified in the Allocation for all Tax purposes and in all filings, declarations and reports with the Internal Revenue Service (“IRS”), or any other Governmental Authority, in respect thereof, including the reports required to be filed under Section 1060 of the Code. If Purchaser and Seller are unable to agree on an Allocation by Within forty-five (45) days after the Closing Date, each of Purchaser and Seller the Company shall use its own jointly prepare the IRS Form 8594 to be filed with the IRS. In any proceeding related to the determination of any Tax, neither Purchaser, the Company, nor the Principal Shareholders shall contend or represent that such Allocation is not a correct allocation of the Initial Purchase Price Price. Purchaser and the Final Purchase PriceCompany agree that the fair market value of the agreements provided for in Section 7.3(a) shall be $1,000,000 (the “Non-Compete Allocation”), as applicable. If Seller which Non-Compete Allocation shall be allocated between the agreements of each of the Company and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation Principal Shareholders contained in such Section in a reasonable manner consistent with Section 1060 of as determined by the Code following any adjustment to Company and the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the AllocationPrincipal Shareholders.

Allocation of Purchase Price. Seller and Purchaser shall cooperate with each other in good faith to arrive, prior to the Closing, at a mutually acceptable allocation of the Purchase Price (“Allocation”) among the Land, the Improvements, the portion of the Property that constitutes tangible personal property (including the FF&E, Supplies and other items considered tangible personal property under applicable laws, but excluding the Land and Improvements) and the portion of the Property that constitutes intangible personal property (including the Contracts, License and Permits, Intangible Property, Bookings, Liquor License, Liquor FF&E, goodwill and any other items considered intangible personal property under applicable laws). All allocations hereunder shall reflect the parties’ best judgment as to the fair market value of each item as of the Closing. If the parties agree to such an allocation, Seller and Purchaser agree to (a) be bound by the Allocation, (b) act in accordance with the Allocation in the preparation of financial statements and filing of all tax returns and forms (including IRS Form 8594) and in the course of any tax audit, tax review or tax litigation relating thereto, (c) refrain from, and cause their Affiliates to refrain from, taking a position inconsistent with the Allocation for tax purposes, and (d) provide such information, including taxpayer identification numbers and address, as may be required by the other party in connection with such filings. The Parties shall negotiate in good faith and use commercially reasonable efforts to agree on the Allocation prior to an allocation the expiration of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to Due Diligence Period. In the extent known at such time) among event that the Purchased Assets that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to parties do not agree on an Allocation by prior to the Closing Date, each of Purchaser and Seller shall use its own allocation expiration of the Initial Purchase Price and the Final Purchase PriceDue Diligence Period, as applicable. If Seller and Purchaser reach an agreement any disputes with respect to the Allocation, (i) Allocation shall be resolved by the parties shall use commercially reasonable efforts Accounting Referee prior to update the Allocation in a manner consistent with Section 1060 Closing. The fees and expenses of the Code following any adjustment Accounting Referee in connection with this Section 3.2 shall be borne solely by Purchaser. Each party acknowledges and represents to the Initial Purchase Price other that neither of them has any business relationship with, or are a client of, the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the AllocationAccounting Referee.

Allocation of Purchase Price. Seller The Purchaser and Purchaser the Sellers shall use commercially reasonable efforts to agree to an upon the allocation of the Initial Purchase Price, Price and the Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (Liabilities to the extent known at such time) among the Purchased Acquired Assets that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by following the Closing Date (the “Allocation”). The Purchaser and the Sellers acknowledge that the Allocation shall be CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. determined pursuant to arms’ length bargaining between the parties regarding the fair market values of the Acquired Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”). If Purchaser The parties shall report the sale and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation purchase of the Initial Purchase Price Acquired Assets on all tax returns and tax forms (including, without limitation, Form 8594 of the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (iInternal Revenue Service) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 such Allocation and shall not, in connection with the filing of the Code following such returns or forms or in any examination, claim for refund, or any contest (administrative or judicial) of any adjustment to any return, make any Allocation of the Initial Purchase Price and the Assumed Liabilities or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that which is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser The parties agree to promptly advise each other regarding the existence consult with one another with respect to any examination, claim for refund or any contest (administrative or judicial) of any Tax audit, controversy or litigation related adjustment to any return relating to the Allocation.

Allocation of Purchase Price. Prior to the Closing, Buyer and Seller and Purchaser shall use commercially reasonable efforts to agree to an on a tax allocation of the Initial Purchase PricePrice as set forth in Schedule 4.6(a) (the “Allocation Statements”), Assumed Liabilitiesallocating the total of the Purchase Price (and other payments properly treated as additional Purchase Price for Tax purposes) to the different Transferred Assets pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (hereinafter, the “Code”). Buyer and Seller shall each file all income, franchise and other Tax Returns (as defined below), and execute such other documents as may be required by any other items constituting consideration for applicable income Tax purposes (to governmental authority, in a manner consistent with the extent known at such time) among Allocation Statements. Buyer shall prepare the Purchased Assets that complies with Form 8594 under Section 1060 of the Code based on the Allocation Statements and deliver such form and all documentation used in the Treasury regulations promulgated thereunder preparation and support of such Allocation Statements and form (including, but not limited to, appraisals) to the Seller within 30 days after finalizing the Allocation Statements. Buyer and Seller agree to file such form with each relevant taxing authority and to refrain from taking any position inconsistent with such form or Allocation Statements. Notwithstanding the above provision, Buyer agrees to indemnify and hold Seller harmless from and against any and all liability for Taxes resulting from any voluntary reallocation by Buyer, and not at the request of any government agency or taxing authority, of the Purchase Price that differs from the estimated allocation as soon as commercially practicable (but set forth in any event by the Closing Date (the “Allocation”)Schedule 4.6(a). If Purchaser and Seller For purposes of calculating the amount of any Taxes in the preceding sentence, it shall be assumed that such Taxes are unable payable at the highest effective statutory corporate income tax rates that could apply to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase PriceSeller, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with for the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationrelevant period.

Allocation of Purchase Price. The consideration paid by Buyer to Seller pursuant to this Agreement shall be allocated among the Acquired Assets as Seller and Purchaser Buyer shall use commercially reasonable efforts agree in writing prior to agree to an allocation the Closing or as soon thereafter as practicable. Such consideration shall first be allocated among the Acquired Assets, treating the stock or other interests in each of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (Canberra Affiliates as a separate asset. Any amount so allocated to the extent known at such time) stock or other interests in Canberra Affiliates that are classified as partnerships for federal income tax purposes shall be further allocated among the Purchased Assets that complies assets of such Canberra Affiliate in accordance with the principles of Section 1060 755 of the Code and Buyer, in its sole and absolute discretion, shall have the Treasury right to cause such Canberra Affiliate to make an election under Section 754 of the Code. Any amount so allocated to the stock or other interests in Canberra Affiliates that are classified as disregarded entities for federal income tax purposes shall be further allocated among the assets of such Canberra Affiliate in the same class as all other Acquired Assets, as hereafter provided. Any amount so allocated to the stock in Canberra Affiliates as to which a Section 338(h)(10) Election and/or a Section 338(g) Election is made shall be further allocated in accordance with the regulations promulgated thereunder as soon as commercially practicable (but in any event by under Section 338 of the Closing Date (the “Allocation”))Code. If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own The allocation of the Initial Purchase Price was bargained and negotiated for, and each Party agrees to report the Final Purchase Pricetransactions contemplated by this Agreement for income tax purposes (including, without limitation, for purposes of Sections 1060 and 338 of the Code, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreementagreed upon allocation and in accordance with all applicable rules and regulations, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently to take no position inconsistent with the Allocation such allocation in all Returns, including IRS Form 8594, which Purchaser any income tax-related examination or other proceeding. Each of Buyer and Seller shall timely file the appropriate forms completed in a manner consistent with the IRS, and neither Seller nor Purchaser shall take any position foregoing in any Return that is inconsistent accordance with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in requirements of Section 1313 1060 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.

Allocation of Purchase Price. Seller and Purchaser shall use commercially reasonable efforts to agree to an allocation of the Initial The Purchase Price, including any Assumed LiabilitiesLiabilities treated as consideration for the Purchased Assets for Tax purposes, will be allocated between Sellers, between the Purchased Assets and the Shares based on relative fair market values as required by applicable Tax laws, and any other items constituting consideration for applicable income Tax purposes (the portion of the Purchase Price allocated to the extent known at such time) Purchased Assets shall be further allocated among the Purchased Assets that complies in accordance with Section 1060 of the Code and in a manner consistent with the Treasury regulations promulgated thereunder methodology set forth on Exhibit 1.8 attached hereto. Within [***] following the Closing, Sellers shall prepare and deliver to Buyer for its approval a proposed allocation of the Purchase Price, including any Assumed Liabilities treated as soon consideration for the Purchased Assets for Tax purposes, and including any adjustments under Section 1.7 above, in a manner consistent with the immediately preceding sentence, such approval not to be unreasonably withheld, delayed or conditioned (as commercially practicable (but in any event by the Closing Date (approved, the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by After Closing, the Closing Date, each of Purchaser and Seller Parties shall make consistent use its own allocation of the Initial Purchase Price Allocation for all Tax purposes and in all filings, declarations and reports with the Final Purchase Price, as applicableIRS and any other applicable Governmental Body in respect thereof. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 Each of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and applicable Parties shall cause their Affiliates to, report consistently with the Allocation in all Returns, including file an IRS Form 8594, which Purchaser 8594 “Asset Acquisition Statement Under Section 1060” at the time and Seller shall timely file with in the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent manner as required by Treasury Regulation 1.1060-1 consistent with the Allocation, as adjusted, in each case, and the Parties agree not to take any position inconsistent therewith for any Tax purpose unless otherwise required to do so by under applicable Tax laws or a final determination as defined in within the meaning of Section 1313 of the CodeCode (or any comparable provision of foreign, state or local Tax law). Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.Section 1.9

Allocation of Purchase Price. Seller Buyer and Purchaser the Selling Parties ---------------------------- agree that the Purchase Price shall use commercially reasonable efforts to agree to an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) be allocated among the Purchased Assets in accordance with the allocation set forth in SCHEDULE 2.5 attached hereto. Buyer -------- and the Selling Parties agree that each will report the federal, state and local income tax and other tax consequences of the purchase and sale contemplated hereby in a manner consistent with such allocation and that neither will take any position inconsistent therewith upon examination of any tax return, in any refund claim, in any litigation, or otherwise; provided that in the reasonable opinion of the Selling Parties, Buyer's allocation complies with Section 1060 of the Internal Revenue Code of 1986, as amended (the "IRC"), and the relevant Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable Buyer has provided information required pursuant to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation Section 1060(b) of the Initial IRC and other relevant authority in written form reasonably satisfactory to the Selling Parties on or before November 30, 1996. Buyer agrees to provide to the Selling Parties specific allocations of the Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, intangible personal property within ten (i10) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 business days of the Code following any adjustment to the Initial Purchase Price Tier I Closing or the Final Purchase PriceTier II Closing, as applicable, pursuant together with a certificate of the Selling Parties representing that the allocation to this Agreement, intangible personal property constitutes Buyer's representation regarding the fair market value of such intangible personal property and (ii) Seller that Buyer will use such allocation for all financial reporting and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall will not take any position inconsistent with such allocation upon examination of any tax return, in any Return that is inconsistent with the Allocation, as adjustedrefund claim, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy litigation or litigation related to the Allocationotherwise.

Allocation of Purchase Price. Seller and Purchaser shall use commercially reasonable efforts to agree to an allocation of The parties will allocate the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes Price (to the extent known at such timeas adjusted) among the Purchased Assets that complies Assets, the Purchased Real Property, the 1031 Purchased Properties and, if acquired by Sellers prior to Closing, the Seller Option Property, in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event and consistent with a purchase price allocation to be agreed to by the parties as promptly as DB03/0502991.0020/10136186.1 WP01 practicable after Closing Date (based on Sellers' proposed allocation but subject to review and adjustment as reasonably requested by Buyer) (such allocation to be adjusted as appropriate to reflect adjustments pursuant to this Agreement and the “Allocation”final Purchase Price)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, ; provided that each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, parties agrees that (i) the adjusted tax basis of the tangible personal property and equipment and leasehold interests and improvements as of the Closing Date shall constitute the fair market value of such assets for purposes of Section 1060 of the Code and (ii) the parties will take into account sale prices of Purchased Real Property and the 1031 Purchased Properties by Sellers or Buyer to third parties consummated within one hundred twenty (120) days after Closing in determining the fair market value of such assets for purposes of Section 1060 of the Code. The Buyer and the Sellers shall use commercially reasonable efforts to update the Allocation report, act, and file all income Tax Returns in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and such allocation (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with ). Neither the IRS, and neither Seller Buyer nor Purchaser the Sellers shall take any position (whether in any Return audits, tax returns, or otherwise) that is inconsistent with the Allocation, as adjusted, in each case, such allocation unless specifically required pursuant to do so a determination by a final determination as defined in Section 1313 of the Codean applicable Governmental Authority. Each of Seller and Purchaser agree to The parties shall promptly advise each other regarding one another of the existence of any Tax tax audit, controversy controversy, or litigation related to the Allocationany such allocation."

Allocation of Purchase Price. The Adjusted Purchase Price represents the amount agreed upon by Buyer and Seller and Purchaser shall use commercially reasonable efforts to agree to an allocation be the aggregate fair market value of the Initial Oil and Gas Assets and the Other Assets. Buyer and Seller agree that the Purchase Price, Assumed LiabilitiesPrice (plus any capitalized costs and fixed liabilities assumed by Seller or to which the Oil and Gas Assets are subject) shall be allocated among the Oil and Gas Assets and Other Assets in accordance with the Allocated Values set forth on Schedule I, and any other items constituting consideration for applicable income Tax purposes (adjustments to the extent known at such time) among the Purchased Assets that complies Purchase Price shall be allocated in a manner consistent with Schedule I (which allocation is consistent with Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local, or foreign law, as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”appropriate)). If Purchaser The parties agree that the value of the Buyer Common Stock, for federal tax purposes, shall be the average of the highest and Seller are unable to agree lowest prices of such stock on an Allocation by the Closing Date, each of Purchaser . Buyer and Seller (or their applicable Affiliates) shall use its own allocation of report the Initial Purchase Price and the Final Purchase Pricetransactions contemplated hereby on all Tax Returns, as applicable. If Seller and Purchaser reach an agreement with respect including, but not limited to the AllocationForm 8594, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 such Allocated Values. If, contrary to the intent of the Code following parties hereto as expressed in this Section 2.9, any adjustment to taxing authority makes or proposes an allocation different from the Initial Purchase Price or the Final Purchase Priceallocation determined under this Section 2.9, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser Buyer and Seller shall timely file cooperate with each other in good faith to contest such taxing authority’s allocation (or proposed allocation); provided, however, that, after consultation with the IRSparty adversely affected by such allocation (or proposed allocation), and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, other party hereto may file such protective claims or Tax Returns as adjusted, in each case, unless may be reasonably required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationprotect its interests.

Allocation of Purchase Price. Seller and Purchaser shall use commercially reasonable efforts to agree to an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, Buyer (i) agree that, except as required by Law, the Purchase Price shall be allocated among the Acquired Assets as set forth on Exhibit 4.9(b) (which shall be mutually agreed upon by the parties shall use commercially reasonable efforts to update before Closing); and (ii) acknowledge that the Allocation in a manner consistent with Section 1060 allocation set forth on Exhibit 4.9(b) was the result of the Code following "arm's-length" negotiations. If there is any adjustment to the Initial Purchase Price or to the Final allocation set forth on Exhibit 4.9(b) (including because an adjustment is required by law), Seller and Buyer shall agree upon a revised Exhibit 4.9(b) allocating the adjusted Purchase PricePrice among the Acquired Assets, as applicablewhich shall be consistent with the principles used in establishing the original allocation. Seller and Buyer agree to report the transactions contemplated by this Agreement for all tax purposes, pursuant and take positions in all tax proceedings, in accordance with the allocation set forth in Exhibit 4.9(b) or a revised Exhibit 4.9(b) including, without limitation, each filing a IRS Form 8594 with its respective federal income Tax Returns for the taxable year in which the Closing occurs consistent with Exhibit 4.9(b) and any supplemental IRS Form 8594 with their respective federal income Tax Returns for any taxable year in which the Purchase Price is adjusted consistent with any revised Exhibit 4.9(b). In any event, no portion of the Purchase Price shall be allocated to the covenant set out in Section 4.16(a) of this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.

Allocation of Purchase Price. The Buyers and the Seller and Purchaser Parties shall use commercially reasonable efforts Commercially Reasonable Efforts to agree to upon an allocation among the Acquired Assets of the Initial portion of the Purchase PricePrice set forth in Section 3.1, together with Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies consistent with Section section 1060 of the Code and the Treasury treasury regulations promulgated thereunder as soon as commercially practicable (within 180 days of the date of this Agreement but in any no event by less than 30 days prior to the Closing. Any post-Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement adjustments with respect to the Allocation, (i) Purchase Price for purchase price allocation purposes shall be jointly made and agreed to within 30 days following the parties shall use commercially reasonable efforts to update determination of the Allocation Final Extraordinary Capital Expenditures Amount in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, allocation determined pursuant to this AgreementSection 3.3. In the event the parties are unable to agree upon such an allocation, then the matter shall be resolved in accordance with Section 7.9(f). Each of the Buyers and (ii) the Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including Parties agree to file IRS Form 8594, which Purchaser and Seller shall timely file with the IRSall federal, state, local and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjustedforeign Tax Returns, in each case, unless required to do so by a final determination as defined in Section 1313 of the Codeaccordance with such agreed allocation. Each of the Buyers and the Seller Parties shall report the transactions contemplated by this Agreement for Tax purposes in a manner consistent with the allocation determined pursuant to this Section 3.3. Each of the Buyers and Purchaser agree the Seller Parties agrees to promptly advise provide each other promptly with any other information reasonably required to complete Form 8594. Each of the Buyers and the Seller Parties shall notify each other in the event of an examination, audit or other proceeding regarding the existence agreed upon allocation of any Tax audit, controversy or litigation related to the AllocationPurchase Price.