Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. Buyer and each Seller shall agree upon an allocation of the Purchase Price and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. (a) In no event later than the later of (i) ninety (90) days after the Closing Date or (ii) forty-five (45) days after the final determination of the adjustment payment contemplated by Section 2.07(f), Sellers will provide Buyer with a statement (or statements) (the “Allocation Schedule”) with Sellers’ proposed allocation of the Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and the assets of the Purchased Subsidiary and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). Buyer may, within thirty (30) days after receiving such Allocation Schedule, propose to Sellers in writing any changes to such Allocation Schedule that are consistent with applicable Law (the “Allocation Notice of Objection”), and if Buyer does not deliver such a Notice of Objection within such period, Buyer shall be deemed to have accepted such proposed Allocation Schedule and it shall become final and binding on the Parties. If Buyer delivers an Allocation Notice of Objection, then Buyer and Sellers will endeavor in good faith to resolve any differences with respect to the Allocation Schedule within thirty (30) days after Sellers’ receipt of the Allocation Notice of Objection. If Buyer and Sellers are unable to resolve such differences, each Seller of Buyer and Sellers shall agree upon be entitled to utilize an allocation of the Purchase Price (and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594applicable amounts) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationthat it believes appropriate.

Allocation of Purchase Price. Buyer The parties agree that, for all tax and each other reporting purposes, Purchaser shall provide Seller shall agree upon with an allocation of the Purchase Price and the Assumed Liabilities among the Acquired Assets (and Assumed Liabilities not later than 60 days after the "Allocation") for all income Tax purposesClosing in accordance with Section 1060 of the Code. The Allocation Seller shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections propose changes to the Allocation within 15 days after Buyer's delivery thereofsuch allocation, in which event Buyer and Sellers will negotiate in good faith provided that Purchaser shall have ultimate discretion to resolve reject any such dispute. If Buyer and Sellers cannot resolve proposals unless such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall rejection would be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each of the partiespatently unreasonable. The fees, costs parties shall follow such purchase price allocation for purposes of filing Internal Revenue Service Form 8594 and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended other Tax Returns and claims for refunds) consistent with the Allocationall other purposes, and shall not voluntarily take no any position contrary thereto or inconsistent therewith (including therewith. Each party hereto shall prepare and timely file all applicable Internal Revenue Service and other forms, to cooperate with the other party in any audits or examinations by any Tax Authority the preparation of such forms, and to furnish the other party with a copy of such forms prepared in draft, within a reasonable period before the filing due date thereof. If the Internal Revenue Service or any other Proceedings). Buyer and Sellers governmental entity responsible for the administration or collection of any tax (a "Taxing Authority") proposes a different allocation, Seller shall cooperate in the preparation ofpromptly notify Purchaser, and Purchaser shall timely filehave the right, but not the obligation, to control (at the joint expense of Purchaser and Seller) any forms resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute relating thereto. Seller shall provide Purchaser with such information and shall take such actions (including Form 8594including, without limitation, executing documents and powers of attorney in connection with such proceedings) with respect as may be reasonably requested by Purchaser to carry out the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions purposes of this Agreement, the foregoing agreement shall survive the Closing Date without limitationsection.

Allocation of Purchase Price. Buyer The Purchase Price shall be allocated among the Facilities and the Purchased Assets at each Seller Facility in accordance with Code §1060 and treasury regulations thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Asset Allocation”). Within thirty (30) days after the Closing Date, Buyers shall agree upon an allocation deliver a copy of their initial determination of the Purchase Price and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposes. The Asset Allocation shall be consistent with the Code and based on an initial proposal by Buyerto Sellers. Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 thirty (30) days thereafterafter receipt of the initial determination of the Asset Allocation by Buyers, render a decisionnotify Buyers if they disagree with such initial determination, which and if Sellers do not so notify Buyers within such thirty (30) days, the initial Asset Allocation shall be final and binding upon each of on the parties. The feesIf Sellers disagree with such initial Asset Allocation, costs Buyers and expenses incurred in connection therewith Sellers shall make a good faith effort to resolve the dispute. If Buyers and Sellers have been unable to resolve their differences within fifteen (15) days after Buyers have been notified of Sellers’ disagreement with the initial Asset Allocation, then any remaining disputed issues shall be shared submitted to an independent auditor to be mutually agreed upon in equal amounts writing by Buyer the parties, who shall resolve the disagreement in a final binding manner. The cost of such independent auditor shall be borne equally by Sellers and SellersBuyers. Buyer Sellers and Sellers each Buyers and their Affiliates shall report report, act, and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the Allocationincluding, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with respect such allocation. Neither Sellers nor Buyers shall take any position (whether in audits, tax returns, or otherwise) that is inconsistent with such allocation unless required to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationdo so by applicable law.

Allocation of Purchase Price. If a Section 338(h)(10) Election is made, Seller and Buyer and each Seller shall agree upon an allocation of that the Purchase Price and the Assumed Liabilities of the Company Group (plus other relevant items) shall be allocated among the Acquired Assets assets of the Company Group for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the "Allocation") for all income Tax purposes“Allocation Schedule”). The A draft of the Allocation Schedule shall be consistent with prepared by Seller and delivered to Buyer within thirty (30) days following the Code and based on an initial proposal by BuyerClosing Date for its approval. Sellers will have the right If Buyer notifies Seller in writing that Buyer objects to raise reasonable objections to one or more items reflected in the Allocation within 15 days after Buyer's delivery thereofSchedule, in which event Seller and Buyer and Sellers will shall negotiate in good faith to resolve such dispute. If ; provided, however, that if Seller and Buyer and Sellers cannot are unable to resolve such dispute within 15 days after Sellers notify Buyer of such objections, such any dispute with respect to the Allocation Schedule within sixty (60) days following the Closing Date, such dispute shall be presented to resolved by the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which Accountant. The fees and expenses of such accounting firm shall be final borne equally by Seller and binding upon Buyer. Buyer, each member of the parties. The fees, costs Company Group and expenses incurred in connection therewith Seller shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns returns and claims for refundsrefund) and information reports in a manner consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings)Allocation Schedule. Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment Any adjustments to the Purchase Price, Price pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, Section 2.04 herein shall be allocated in a manner consistent with the foregoing agreement shall survive the Closing Date without limitationAllocation Schedule.

Allocation of Purchase Price. Within 180 days following the Closing Date, the Buyer and each Seller shall agree upon provide to the Selling Parties an allocation of the applicable portions of the Purchase Price (and the any Assumed Liabilities among the Acquired Assets (the "Allocation") treated as additional purchase price for all income Tax purposes. The Allocation shall be consistent ) in accordance with Section 1060 of the Code and based on an initial proposal by Buyerthe Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate) (the “Allocation”). Sellers will have The Seller Parties shall provide the right to raise reasonable objections Buyer with any comments to the Allocation in writing within 15 fifteen (15) days after Buyer's delivery thereof, in which event the date of receipt by the Seller Parties. Buyer and Sellers will the Seller Parties shall negotiate in good faith to resolve finalize the Allocation (unless the Seller Parties do not provide any comments within such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer fifteen-day period, in which case the Buyer’s determination of such objections, such dispute with respect to the Allocation shall be presented deemed final). To the extent the parties agree to such Allocation, the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final Seller Parties and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and agree to file all Tax Returns (including amended IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of state, local or foreign Tax Returns and claims for refunds) Law, in a manner that is consistent with the Allocationfinalized Allocation and to refrain from taking any position inconsistent therewith. If the parties are unable to mutually agree to such Allocation then the parties shall have no further obligation under this Section 2.11, and each party shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any make its own determination of such allocation for financial and tax reporting purposes, which determination, for the avoidance of doubt, shall not be binding on the other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationparty.

Allocation of Purchase Price. (a) The Buyer and each the Seller shall agree upon an allocation that in accordance with Revenue Ruling 99-6, 1999-1 CB 432, the purchase of the Membership Interests shall be treated as a purchase by Buyer of an undivided 50% interest in each of the assets of RRP and Termo Alpha. Buyer will determine a Purchase Price and the Assumed Liabilities a final allocation of that price among the Acquired Assets assets of RRP and Termo Alpha pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended, and related Treasury Regulations (the "“Final Allocation") for all income Tax purposes”). Buyer shall provide such final allocation in writing to Seller within 30 days after the Closing Date. The Allocation shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will Seller shall, in good faith, have the right to raise reasonable objections object to the Final Allocation within 15 and any such objection shall be delivered to the Buyer in writing no more than 30 days after Buyer's delivery thereofthe Final Allocation is delivered to the Seller. If the Seller objects, in which event the Seller and the Buyer and Sellers will shall negotiate in good faith to resolve such disputethe objection. If the Seller and the Buyer and Sellers cannot resolve such dispute objection within 15 days after Sellers notify 30 days, the objection shall be referred to Deloitte & Touche LLP (or if such firm is unwilling or unable to serve, another nationally recognized accounting firm mutually agreed on by the Buyer and the Seller for prompt resolution.) The decision of such objections, such dispute with respect to accounting firm shall be binding on the Buyer and the Seller. The Final Allocation shall be presented amended to reflect the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each decision of such accounting firm or the partiesresults of any such negotiations. The fees, costs cost and expenses fees incurred in connection therewith shall from the services provided by such accounting firm will be shared in equal amounts by split equally between Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationSeller.

Allocation of Purchase Price. Buyer (a) Within 60 days after the Closing Date, Sellers shall prepare and each Seller shall agree upon an allocation deliver to Purchaser a draft of a statement (the “Allocation Statement”) setting forth their proposed calculation of the Purchase Price and aggregate amount of consideration paid (taking into account the Assumed Liabilities and any other relevant amounts) by Purchaser in respect of the CRS Business and the Acquired Assets and the proposed allocation of such aggregate amount among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation Assets, which allocation shall be consistent prepared in accordance with Section 1060 of the Code and based on an initial proposal by BuyerCode, including the allocation of proceeds among the Sellers. Sellers will If within 60 days after Purchaser’s receipt of the draft Allocation Statement, Purchaser shall not have the right objected in writing to raise reasonable objections to such draft statement, then such draft statement shall become the Allocation Statement. In the event that Purchaser objects in writing within 15 days after Buyer's delivery thereofsuch 60-day period, in which event Buyer Sellers and Sellers will Purchaser shall negotiate in good faith to resolve such the dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions provision in this Agreement to the contrary, if Purchaser and Sellers are unable to resolve any such dispute and agree on the Allocation Statement within the 30-day period following Purchaser’s objection to such draft statement, then Purchaser and Sellers shall each be entitled to use their own allocation of this Agreementthe consideration paid (taking into account the Assumed Liabilities and any other relevant amounts) by Purchaser in respect of the CRS Business and the Acquired Assets, which allocation shall be prepared in accordance with Section 1060 of the foregoing agreement shall survive the Closing Date without limitationCode.

Allocation of Purchase Price. Buyer and each Seller No later than 120 days after the Closing Date, Acquiror shall agree upon deliver to the Sellers’ Agent an allocation of the Purchase Price and Total Consideration paid at Closing plus the Assumed Liabilities among liabilities of the Acquired Assets Company (in each case to the "Allocation") extent properly taken into account for all U.S. income Tax purposes. The Allocation ) among the assets of the Company, the Non-Competition Agreements and the Transition Services Agreement (the “Allocation”), and Acquiror and the Sellers’ Agent shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate cooperate in good faith to resolve mutually agree on such disputeallocation within 30 days thereafter. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute Any disputes with respect to the Allocation shall be presented resolved by an independent accounting firm mutually agreed to by Acquiror and the Independent Accounting FirmSellers’ Agent, which shalland Acquiror and the Sellers’ Agent shall each bear fifty percent (50%) of the costs of such accounting firm. The Allocation, within 30 days thereafteras agreed to or finally resolved, render a decision, which shall be final conclusive and binding upon each of Acquiror and the parties. The feesSellers for all purposes, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer the parties agree that all returns and Sellers. Buyer and Sellers each shall report and file all Tax Returns reports (including amended Tax Returns and claims for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including IRS Form 8594) shall be prepared in a manner consistent with respect (and the parties shall not otherwise file a Tax Return position inconsistent with) the Allocation unless required by the IRS or other Tax Authority. Any payment of Total Consideration made to the Allocation, including Sellers or to Acquiror following the Closing (other than the portion of any amendments payment attributable to such forms required with respect to any imputed interest) shall be treated for all Tax purposes as an adjustment to the Purchase PriceTotal Consideration paid at Closing, pursuant and Acquiror shall provide an amended Allocation to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationSellers reflecting such adjustment.

Allocation of Purchase Price. Within ninety (90) days after the Closing Date, Buyer shall prepare and each Seller deliver to Sellers’ Representative a schedule allocating the Purchase Price (including any liabilities treated as consideration for Tax purposes) among the assets of the Company (the “Purchase Price Allocation”). The Purchase Price Allocation shall agree upon an allocation be prepared in accordance with Section 1060 of the Code. Notwithstanding the foregoing, for the purpose of the Purchase Price Allocation, fixed assets shall be valued at book value and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposesnot at tax value. The Purchase Price Allocation shall be consistent with deemed final unless Sellers’ Representative notifies Buyer that Sellers object to one or more items reflected in the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Purchase Price Allocation within 15 thirty (30) days after Buyer's delivery thereofof the Purchase Price Allocation to Sellers’ Representative. In the event of any such objection, in which event Sellers’ Representative and Buyer and Sellers will shall negotiate in good faith to resolve such dispute. If ; provided, however, that if Seller and Buyer and Sellers cannot are unable to resolve such dispute within 15 days after Sellers notify Buyer of such objections, such any dispute with respect to the Purchase Price Allocation within forty five (45) days after the delivery of the Purchase Price Allocation to Sellers’ Representative, such dispute shall be presented to resolved by the Independent Accounting FirmAccountant, which shall, within 30 days thereafter, render a decision, the fees and expenses of which shall be final borne equally by Sellers and binding upon each of the partiesBuyer. The feesSellers and Buyer agree to file their respective IRS Forms 8594 and all federal, costs state and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all local Tax Returns (including amended Tax Returns and claims for refunds) consistent in accordance with the Purchase Price Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. Buyer (a) The Aggregate Purchase Price, (to the extent properly taken into account under the Code, and each Seller including any other relevant items, including Indebtedness), shall agree upon an allocation be allocated among the assets of Utility Services in accordance with section 1060 of the Purchase Price Code and the Assumed Liabilities among the Acquired Assets U.S. Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the "“Allocation") for all income Tax purposes”). The Allocation shall be consistent with the Code and based on an initial proposal delivered by Buyer. Sellers will have the right Purchaser to raise reasonable objections to the Allocation Seller within 15 30 days after Buyer's delivery thereofthe determination of the Final Purchase Price Calculation in accordance with Section 3.3(b) for Seller’s approval, which approval shall be delivered in which event Buyer writing and Sellers will negotiate not unreasonably withheld. Seller and Purchaser shall work in good faith to resolve any disputes relating to the Allocation within 30 days of Seller’s receipt of the Allocation. If Seller and Purchaser are unable to resolve any such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be presented resolved promptly in writing by the Independent Accounting Firm. Each of Purchaser and Seller agrees to execute, if requested by the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which an engagement letter containing reasonable and customary terms. Each of Purchaser and Seller agrees that there shall be final no ex parte communications between either party, on the one hand, and binding upon each the Independent Accounting Firm, on the other hand, during the Independent Accounting Firm’s review and verification of the partiesAllocation. The fees, Purchaser and Seller shall each pay their own costs and expenses incurred in connection therewith under this Section 3.4(a). The costs and expenses of the Independent Accounting Firm shall be shared in equal amounts borne one-half by Buyer Purchaser and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations one-half by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationSeller.

Allocation of Purchase Price. Within forty-five (45) days after the determination of the Final Amounts Schedule in accordance with Section 2.07, the Buyer and each Seller shall agree upon an allocation of deliver to the Sellers a schedule (the “Allocation Schedule”) allocating the Purchase Price and (together with the Assumed Liabilities and any other items treated as consideration for the Transferred Assets for Tax purposes) among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereofTransferred Assets; provided, however, that, in which event any event, the Buyer and Sellers will negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer deliver a draft of such objections, such dispute the allocation schedule with respect to the Closing to the Sellers no later than August 31, 2017. The Allocation Schedule shall be presented reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. Such allocation shall be deemed final unless the Sellers shall have notified the Buyer in writing of any disagreement with the Allocation Schedule within thirty (30) days after submission thereof by the Buyer. In the event of such disagreement, the Buyer and the Sellers shall use reasonable efforts to reach agreement on a reasonable allocation. In the Independent Accounting Firmevent that the Buyer and the Sellers do not reach an agreement, the Arbitrator shall make a determination as to each disputed item, which shall, within 30 days thereafter, render a decision, which determination shall be final and binding upon each of the partiesBuyer and the Sellers. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellersthe Sellers agree to file their respective Internal Revenue Service Forms 8594, and all federal, state, and local Tax Returns, in accordance with the Allocation Schedule as finally determined under this Section 2.09. The Buyer and the Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent agree to provide the other promptly with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer information required to complete the Allocation Schedule and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form their Forms 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. The Purchase Price represents the amount agreed upon by the parties to be the fair market value of the Assets. The Purchase Price shall be allocated for income tax purposes among the Assets in a manner consistent with Section 1060 of the Code. Buyer and each Seller shall agree upon an provide to Seller, not later than sixty (60) days after the date on which the Purchase Price is finally determined, a written proposal for the allocation of the Purchase Price and the Assumed Liabilities among the Acquired Assets Assets. Seller shall notify Buyer within thirty (30) days of receipt of the "Allocation") for all income Tax purposes. The Allocation shall be consistent proposal whether or not and to what extent Seller agrees with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate in good faith to resolve such disputeproposal. If Buyer and Sellers Seller cannot resolve such dispute agree on the allocation within 15 forty-five (45) days after Sellers notify of Seller's receipt of the proposal, each of Buyer of such objections, such dispute with respect to the Allocation and Seller shall be presented free to allocate the Independent Accounting FirmPurchase Price among the Assets as it may independently deem appropriate. If, which shallhowever, within 30 days thereafterBuyer and Seller agree upon the allocation, render a decision, which shall be final and binding upon each of the parties. The feesparties hereby covenants and agrees that it will not take a position on any federal, costs state or local tax return before any governmental agency charged with the collection of any tax, or in any judicial proceeding that is in any way inconsistent with the purchase price allocation and expenses incurred will cooperate with one another in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) the timely filing consistent with such purchase price allocation on Form 8594 with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationInternal Revenue Service.

Allocation of Purchase Price. The aggregate purchase price of the Assets and Assumed Liabilities under this Agreement shall be allocated on an allocation schedule to be agreed to by Buyer and each Seller before the Closing. Within sixty (60) days after the Closing Date, Seller shall agree upon prepare an IRS Form 8594 reflecting the allocation of the Purchase Price purchase price as agreed to by Seller and the Assumed Liabilities among the Acquired Assets (the "Allocation") Buyer and shall submit such Form 8594 to Buyer for all income Tax purposesreview. The Allocation Buyer shall be consistent inform Seller in writing of any disagreements with the Code and based amounts allocated on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation Form 8594 within 15 fifteen (15) days after Buyer's delivery thereofreceipt, which Seller shall consider in which event good faith, and Buyer and Sellers will negotiate Seller shall work together in good faith to resolve such dispute. If any disagreements and to the extent Buyer and Sellers cannot Seller are unable to resolve such dispute within 15 days after Sellers notify Buyer any disagreements, the matter shall be referred to the Accountant whose decisions shall be final. The fees and expenses of such objections, such dispute with respect to the Allocation Accountant shall be presented to borne equally by Seller on the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final one hand and binding upon each of Buyer on the partiesother. The fees, costs and expenses incurred in connection therewith amounts shown on Form 8594 shall be shared in equal amounts by become final should Buyer and Sellersfail to so inform Seller of any disagreement within fifteen (15) days. Buyer and Sellers each Seller agree that they shall report and file all not take, nor shall they permit any affiliated person to take, for income Tax Returns (including amended Tax Returns and claims for refunds) consistent reporting purposes a position inconsistent with the Allocationallocation described in this Section 10.19, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms unless otherwise required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationapplicable law.

Allocation of Purchase Price. Within 20 days after the Closing Date, Buyer and each Seller shall agree upon an will provide to the Sellers a proposed allocation of the Purchase Price and Price. If the Assumed Liabilities among Sellers disagree with any aspect of the Acquired Assets (proposed allocation, the "Allocation") for all income Tax purposes. The Allocation shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation shall, within 15 days after Buyer's delivery receipt thereof, in which event furnish to Buyer and Sellers will negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer a written statement of such objectionsdisagreement, together with the reasons therefor. If, within such dispute with respect to 15 day period, Buyer does not receive such a written statement of disagreement from the Allocation Sellers, the Sellers shall be presented deemed to have accepted the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which proposed allocation and the proposed allocation shall be final and binding upon each the Sellers. If Buyer does receive such a written statement of disagreement from the Sellers within such 15 day period, then within 10 days of such receipt the Sellers and Buyer shall discuss in person, by telephone, or by videoconference, their disagreement in order to attempt to resolve it through good faith negotiations. If the Sellers and Buyer are unable to resolve their disagreement within 20 days after receipt by Buyer of the parties. The feeswritten statement of disagreement from the Sellers, costs and expenses incurred in connection therewith the disagreement shall be shared in equal amounts by submitted for determination to a mutually agreed upon independent nationally recognized accounting firm (the “Accountant”), which determination, absent manifest error, shall be final and binding upon the Sellers and Buyer and Sellersnot subject to appeal. Buyer and Sellers each Such determination by the Accountant shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent be made in accordance with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions The expenses incurred due to retention of this Agreement, the foregoing agreement Accountant in making such determination shall survive be borne equally by the Closing Date without limitationSellers and Buyer.

Allocation of Purchase Price. Buyer and each (a) Not less than three (3) Business Days prior to the Closing, the Seller shall agree upon provide to the Purchaser an allocation of the Purchase Price and the Assumed Liabilities (and other obligations hereunder, other than those included in the Excluded Liabilities) among the Acquired Purchased Assets and the Business to the extent necessary to determine the purchase price amount to be stated in any local Xxxx of Sale and Assignment and Assumption Agreement and to the extent necessary to determine any liability for Conveyance Taxes (the "“Initial Allocation") for all income Tax purposes”). The Initial Allocation shall be consistent prepared by the Seller in accordance with Section 1060 of the Code and based the Treasury Regulations thereunder (or applicable or analogous state, local or foreign Laws). The Initial Allocation shall be deemed to be accepted by and shall be conclusive and binding on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections Purchaser unless the Purchaser delivers within thirty (30) days after the Closing a written notice to the Allocation within 15 days after Buyer's delivery thereofSeller stating each and every item that the Purchaser disputes (it being understood that any amounts not disputed shall be final and binding). If the Seller does not agree with a change proposed by the Purchaser, in which event Buyer then the Seller and Sellers will the Purchaser shall negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. Within one hundred twenty (120) days after Closing, Buyer and each shall provide Seller shall agree upon an with a draft allocation of the Purchase Price and the Assumed Liabilities among the Acquired Buyer Entities and Seller and its Subsidiaries and among the Purchased Assets and the Non-Competition and Non-Solicitation Agreements referred to in Section 10 in accordance with Schedule 1.8. Seller shall have thirty (30) days to review and comment on such allocation. Any disputes regarding the "Allocation") for all income Tax purposes. The Allocation allocation shall be consistent with the Code and based on an initial proposal submitted for resolution by Buyer. Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts nationally recognized accounting expert as mutually agreed by Buyer and SellersSeller. Such allocation shall be binding upon Buyer, the Buyer Entities and Sellers Seller for all purposes (including financial accounting purposes, financial and regulatory reporting purposes and tax purposes) unless otherwise required by applicable law. Each of the Buyer Entities and Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as the other Party may reasonably request to prepare such allocation. The Buyer Entities and Seller also each shall report and agree to file all Tax Returns (including amended Tax Returns and claims for refunds) consistent tax returns consistently with the Allocation, foregoing and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings)accordance with Section 1060 of the Code. Seller and the Buyer and Sellers Entities shall cooperate in to adjust the preparation of, and shall timely file, any forms (including Form 8594) with respect allocation to the Allocation, including any amendments to such forms required with respect to any adjustment to extent the Purchase Price, pursuant to Price is adjusted under this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. Buyer and each Within sixty (60) days of the Closing Date, the Purchaser shall deliver to the Seller shall agree upon an allocation of a schedule (the “Allocation Schedule”) reasonably allocating the Purchase Price (together with the Acquired Liabilities and any other items treated as consideration for the Assumed Liabilities Acquired Assets for Tax purposes) among the Acquired Assets (the "Allocation") for all income Tax purposesAssets. The Allocation Such allocation shall be consistent deemed final unless the Seller shall have notified the Purchaser in writing of any disagreement with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation Schedule within 15 thirty (30) days after Buyer's delivery thereof, in which submission thereof by the Purchaser. In the event Buyer and Sellers will negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objectionsdisagreement, such dispute with respect the Purchaser and the Seller shall use reasonable efforts to reach agreement on a reasonable allocation. In the Allocation event that the Purchaser and the Seller do not reach an agreement within thirty (30) days, an independent tax accountant appointed by the Purchaser (and to which the Seller has no reasonable objection) shall be presented make a determination as to the Independent Accounting Firmeach disputed item, which shall, within 30 days thereafter, render a decision, which determination shall be final and binding upon each of the partiesPurchaser and the Seller. The fees, costs and expenses incurred in connection therewith shall of the independent tax accountant will be shared in equal amounts by Buyer split equally between the Seller and Sellersthe Purchaser. Buyer The Purchaser (or any applicable Affiliate thereof) and Sellers each shall report and the Seller agree to file all their respective Tax Returns (including amended Tax Returns and claims for refunds) consistent in accordance with the Allocation, and shall take no position contrary thereto or inconsistent therewith Allocation Schedule as finally determined under this Section 3.3. The Purchaser (including in any audits or examinations by any Tax Authority or any applicable Affiliate thereof) and the Seller each agrees to provide the other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) promptly with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, information required to complete the foregoing agreement shall survive the Closing Date without limitationAllocation Schedule and their Tax Returns.

Allocation of Purchase Price. Prior to the Closing, Buyer shall submit to Seller the Allocation for Seller’s review and each Seller shall agree upon an allocation of the Purchase Price and the Assumed Liabilities among the Acquired Assets approval (the "Allocation") for all income Tax purposesnot to be unreasonably withheld, conditioned or delayed). The Allocation shall be consistent with Exhibit D and may be amended by Buyer from time to time as payments under Section 12 (if any) are made, provided that each such amended Allocation shall be consistent with Exhibit D. At any time, the then most recent Allocation shall be binding on Seller and Buyer for all Tax purposes (including filing of IRS Form 8594). Seller shall cooperate with Buyer in Buyer’s preparation of all Allocations, including providing such information as Buyer may reasonably request. The Allocation will be made in accordance with Section 1060 of the Code and based on an initial proposal by Buyerthe Treasury Regulations promulgated thereunder. Sellers will have Seller and Buyer shall comply with the right to raise reasonable objections applicable information requirements of Section 1060 of the Code and shall file all information and Tax returns (and any amendments thereto) in a manner consistent with the Allocation (including, without limitation, filing Form 8594 with their United Stated federal income Tax return for the Taxable year that includes he date of the Closing). If, contrary to the Allocation within 15 days after Buyer's delivery thereof, in which event intent of Buyer and Sellers will negotiate Seller as expressed in this Section 4.2, any Taxing authority makes or proposes an allocation different from that determined in accordance with the terms of this Section 4.2, Buyer and Seller shall cooperate with each other in good faith to resolve contest such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days Taxing authority’s allocation (or proposed allocation); provided, however, that after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent consultation with the Allocation, and shall take no position contrary thereto Parties adversely affected by such allocation (or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedingsproposed allocation). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationother Parties hereto may file such protective claims or returns as may reasonably be required to protect their interests.

Allocation of Purchase Price. Buyer and each Seller shall agree upon an allocation of the The Final Cash Purchase Price shall be allocated between the Equity Interests in accordance with Code Section 1060, and in the Assumed Liabilities among the Acquired Assets manner set forth in Schedule 2.3 (the "Allocation") for all income Tax purposes. The “Allocation shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and SellersSchedule”). Buyer and Sellers each agree that the Allocation Schedule shall report reflect, or be amended to reflect, any post-closing adjustments determined under Article 2 or otherwise pursuant to this Agreement. Buyer and Sellers shall, and shall cause their respective Affiliates to, (a) prepare and file all Tax Returns tax returns (including amended Tax Returns tax returns and claims for refundsrefund) in all respects and for all purposes in a manner consistent with the AllocationAllocation Schedule (and agreed amendments thereto) to the extent permitted by Law, and shall (b) take no position with respect to taxes that is contrary thereto to or inconsistent therewith with the Allocation Schedule (and agreed amendments thereto), including in any audits or examinations by any Tax Authority taxing authority or any other Proceedings)proceeding. Buyer and Sellers shall cooperate in the preparation of, and shall timely file, filing of any forms (including IRS Form 8594) with respect to the Allocationsuch allocation, including any amendments to such forms required with respect to any adjustment to the Cash Purchase Price, Price pursuant to this Agreement. If the allocation is disputed by any taxing authority, the party receiving notice of such dispute shall promptly notify the other party hereto, and consult with such other party and keep it apprised of developments concerning the resolution of such dispute. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. Prior to the Closing, the Buyer shall prepare, and each the Seller shall agree upon an to (which agreement shall not be unreasonably withheld), the allocation of the Purchase Price and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent with pursuant to Section 1060 of the Code and based the rules and regulations thereunder. The Buyer and the Seller agree to use such allocation in filing all required forms under Section 1060 of the Code and all other Tax Returns, and the Buyer and the Seller further agree that they shall not take any position inconsistent with such allocation on an initial proposal by Buyerany examination of any such Tax Return, in any refund claim or in any Tax litigation. Sellers will have Upon the right request of the other, the Buyer and the Seller agree to raise reasonable objections provide the other information reasonably necessary to complete Form 8594. Not later than thirty (30) days prior to the Allocation within 15 days after Buyer's delivery thereoffiling of their respective Forms 8594 relating to this transaction, in which each party shall deliver to the other party a copy of its Form 8594. In the event Buyer and Sellers will negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such a dispute with respect to any part of the Allocation allocation of the Purchase Price, the Buyer and the Seller shall attempt to reconcile their differences and any resolution by them as to any disputed allocation shall be presented final, binding and conclusive on the parties. If the Buyer and the Seller are unable to reach a resolution on such differences within thirty (30) days after the date any such dispute arises, the Buyer and the Seller shall submit the disputed allocations for determination and resolution to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decisionBankruptcy Court, which shall be final instructed to determine and binding upon each of report to the parties. The fees, costs upon such disputed allocations, and expenses incurred in connection therewith such report shall be shared in equal amounts by Buyer final, binding and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with conclusive on the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) parties hereto with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationdisputed allocations.

Allocation of Purchase Price. As soon as practicable after the Closing Date, and in any event within sixty (60) days of such date, Buyer shall prepare and each Seller shall agree upon an submit to the Sellers a computation of the allocation of the Purchase Price purchase price among the TMS Assets. The Sellers shall have full opportunity to review such allocation for twenty (20) days after receipt of such allocation from Buyer. The Sellers may dispute any items in the allocation. Unless the Sellers deliver notice to Buyer on or prior to the 20th day after receipt by the Sellers of the allocation specifying any dispute with the allocation, the Sellers shall be deemed to have accepted and agreed to the allocation, and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation allocation shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate in good faith to resolve such disputefinal. If Buyer and the Sellers cannot resolve such dispute within 15 days after Sellers so notify Buyer of any objection to the allocation, the Sellers and Buyer shall, during the twenty (20) day period following such objectionsnotice of dispute, attempt to resolve their differences and any resolution by them as to any disputed items shall be final, conclusive and binding on the parties. If at the end of the resolution period there remain any disputed items, then all such dispute remaining disputed items shall be submitted to an independent third party mutually acceptable to both parties for resolution. Such independent party shall resolve any disputed items within twenty (20) days of its appointment thereby and resolution by such independent party shall be conclusive, binding and final on the parties hereto. For purposes of determining Buyer's basis in the TMS Assets and gain or loss recognized by the Sellers with respect to the Allocation sale of the TMS Assets to Buyer, Buyer and the Sellers covenant and agree that the aggregate purchase price shall be presented to allocated by them among the Independent Accounting FirmTMS Assets consistent with the allocation, which shall, within 30 days thereafter, render a decision, which and the parties further agree that they shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any related forms (including including, without limitation, Form 8594) in accordance with respect to the Allocationfinal allocation and shall not make any inconsistent written statement or take any inconsistent position on any Tax Returns, including in any amendments to such forms required with respect to refund claims, or during the course of any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any Internal Revenue Service or other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationTax audit.

Allocation of Purchase Price. The aggregate purchase price of the Assets and Assumed Liabilities under this Agreement shall be allocated on an allocation schedule to be agreed to by Buyer and each Seller before the Closing. Within sixty (60) days after the Closing Date, Seller shall agree upon prepare an IRS Form 8594 reflecting the allocation of the Purchase Price purchase price as agreed to by Seller and the Assumed Liabilities among the Acquired Assets (the "Allocation") Buyer and shall submit such Form 8594 to Buyer for all income Tax purposesreview. The Allocation Buyer shall be consistent inform Seller in writing of any disagreements with the Code and based amounts allocated on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation Form 8594 within 15 fifteen (15) days after Buyer's delivery thereofreceipt, which Seller shall consider in which event good faith, and Buyer and Sellers will negotiate Seller shall work together in good faith to resolve such dispute. If any disagreements and to the extent Buyer and Sellers cannot Seller are unable to resolve such dispute within 15 days after Sellers notify Buyer any disagreements, the matter shall be referred to the Accountant whose decisions shall be final. The fees and expenses of such objections, such dispute with respect to the Allocation Accountant shall be presented to borne equally by Seller on the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final one hand and binding upon each of Buyer on the partiesother. The fees, costs and expenses incurred in connection therewith amounts shown on Form 8594 shall be shared in equal amounts by become final should Buyer and Sellersfail to so inform Seller of any disagreement within fifteen (15) days. Buyer and Sellers each Seller agree that they shall report and file all not take, nor shall they permit any affiliated person to take, for income Tax Returns (including amended Tax Returns and claims for refunds) consistent reporting purposes a position inconsistent with the Allocationallocation described in this Section 9.19, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms unless otherwise required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationapplicable law.

Allocation of Purchase Price. The Purchase Price, as adjusted, will be allocated (the “Purchase Price Allocation”) by Buyer and each Seller among the Assets in accordance with this Section 2.4. Within 90 days following the Closing Date, Buyer shall agree upon an deliver a proposed allocation of the Purchase Price and (including, for purposes of this Section 2.4, any other consideration paid to Seller, including the Assumed Liabilities Liabilities) among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent in accordance with Section 1060 of the Code and based on an initial proposal by Buyerthe applicable Treasury Regulations. Sellers will Seller shall have the right to raise reasonable objections to review and comment on such allocation and the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will parties shall negotiate in good faith to resolve such disputeany differences between them (as agreed between Seller and Buyer, the “Asset Allocation”). If Seller and Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation (1) shall be presented to bound by the Independent Accounting FirmAsset Allocation for purposes of determining any Taxes, which shall, within 30 days thereafter, render a decision, which (2) shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report prepare and file all Tax Returns (including amended Tax Returns and claims for refundsIRS Form 8594) in a manner consistent with the Asset Allocation, and (3) shall take no position contrary thereto or inconsistent therewith (including with the Asset Allocation in any audits Tax Return or examinations by any proceeding before any taxing authority; provided, however, that neither Seller nor Buyer shall be unreasonably impeded in its ability to settle any Tax Authority audit, contest or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect proceeding relating to the Allocation, including any amendments to such forms required with respect to any adjustment to allocation of the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. Buyer and each Seller shall agree upon an allocation of the The Purchase Price and the Assumed Liabilities other items required to be included thereunder shall be allocated among the Acquired Purchased Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will No later than 30 days following the Closing, Buyer shall prepare and provide to Seller a proposed allocation (the “Allocation”) for Seller’s review. Seller shall have 30 days to review the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate in good faith to resolve such disputeAllocation. If Buyer and Sellers canSeller does not resolve such dispute within 15 days after Sellers notify Buyer in writing of any objections within such 30-day period or if Seller and Buyer resolve all such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each none of the parties. The feesParties, costs and expenses incurred nor any of their respective Affiliates, shall take any position (whether in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refundsfinancial statements, audits, tax returns or otherwise) consistent which is inconsistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations unless required to do so by any Tax Authority or any other Proceedings)applicable Law. If prior to the end of such 30-day period, Buyer and Sellers Seller are unable to so agree on the Allocation then such Allocation shall cooperate in not be binding on the preparation of, and Parties. Seller shall timely fileand properly prepare, any execute, file and deliver all documents, forms (including Form 8594) with respect and other information as Buyer may reasonably request to prepare the Allocation. In the event that the Allocation is binding on the Parties, including any amendments to such forms required with respect to (i) in case of any adjustment to the Purchase Price, pursuant requiring an amendment to this Agreement. Notwithstanding the Allocation, Buyer shall prepare and deliver such amended Allocation to Seller, which shall be prepared in a manner consistent with the Allocation, and (ii) if the Allocation is disputed by any other provisions of this AgreementGovernmental Entity, the foregoing agreement Party receiving notice of such dispute shall survive promptly notify the Closing Date without limitationother Party.

Allocation of Purchase Price. Within 180 days of the Closing Date (or, if the Purchase Price is adjusted pursuant to Section 2.3, 2.5, 8.8, or otherwise, within 180 days of such adjustment), Buyer and each shall propose to Seller shall agree upon an allocation of the Purchase Price and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent assets of each Company in accordance with Section 1060 of the Code for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Seller shall deliver its approval or objections no later than the twentieth (20th) day following receipt of such draft allocation. If Seller delivers objections, Seller and based on an initial proposal by Buyer. Sellers will have the right Buyer shall consult and attempt to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate resolve in good faith to resolve any such disputeobjection. If Seller and Buyer cannot agree within thirty (30) days, Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to Seller shall refer the Allocation shall be presented matter to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and SellersAccountants. Buyer and Sellers each Seller shall equally share the fees and expenses of the Independent Accountants and their determination shall be binding on both Buyer and Seller. Buyer and Seller shall report and file Tax Returns, including, but not limited to Internal Revenue Service Form 8594, for all Tax Returns (including amended Tax Returns and claims for refunds) purposes in a manner consistent with the Allocation, such allocation and shall take no position inconsistent therewith or contrary thereto or inconsistent therewith (including in any audits or examinations as it relates to the Companies and their assets at Closing unless required to do so by any Tax Authority or any other Proceedings)Law. Buyer and Sellers shall cooperate in the preparation of, and Seller shall timely fileand properly prepare, any execute, file and deliver all such documents, forms (including Form 8594) with respect and other information as Buyer may reasonably request to the Allocation, including any amendments to prepare such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationallocation.

Allocation of Purchase Price. Prior to the Closing, the Buyer and each Seller the Sellers shall use their reasonable best efforts to agree upon an as to the allocation of the Purchase Price and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent with pursuant to Section 1060 of the Code and based the rules and regulations thereunder. The Buyer and the Sellers agree to use such allocation in filing all required forms under Section 1060 of the Code and all other Tax Returns, and the Buyer and the Sellers further agree that they shall not take any position inconsistent with such allocation on an initial proposal by Buyerany examination of any such Tax Return, in any refund claim or in any Tax litigation. Upon the request of the other, the Buyer and the Sellers will have agree to provide the right other information reasonably necessary to raise reasonable objections complete Form 8594. Not later than thirty (30) days prior to the Allocation within 15 days after Buyer's delivery thereoffiling of their respective Forms 8594 relating to this transaction, in which each party shall deliver to the other party a copy of its Form 8594. In the event Buyer and Sellers will negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such a dispute with respect to any part of the Allocation allocation of the Purchase Price, the Buyer and the Sellers shall attempt to reconcile their differences and any resolution by them as to any disputed allocation shall be presented final, binding and conclusive on the parties. If the Buyer and the Sellers are unable to reach a resolution on such differences within thirty (30) days after the date any such dispute arises, the Buyer and the Sellers shall submit the disputed allocations for determination and resolution to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decisionBankruptcy Court, which shall be final instructed to determine and binding upon each of report to the parties. The fees, costs upon such disputed allocations, and expenses incurred in connection therewith such report shall be shared in equal amounts by Buyer final, binding and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with conclusive on the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) parties hereto with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationdisputed allocations.

Allocation of Purchase Price. Buyer and each Seller The Purchase Price shall agree upon an be allocated among the Company’s net assets for tax purposes. The final determination of the tax allocation of the Purchase Price shall be based on a third-party appraisal that Buyer shall obtain from Ernst & Young, LLP within ninety (90) days after the Closing Date and in accordance with relevant tax and accounting guidelines. Upon receipt of such third-party appraisal, Buyer shall deliver a copy to the Shareholders for their review and comment. If the Shareholders have any comments, they shall notify Buyer within ten (10) days of Buyer’s delivery, and Buyer and the Assumed Liabilities among Shareholders shall meet within ten (10) days of the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right Shareholders’ delivery of comments in order to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate in good faith attempt to resolve such disputeany disagreements. If Buyer and Sellers cannot the Shareholders are unable to resolve all disagreements within such 10-day period, then the dispute will be resolved by an independent accounting firm or valuation firm mutually agreed to by the Shareholders and Buyer, whose resolution shall be binding and enforceable against the parties thereto. The parties shall instruct such firm to resolve such dispute disputes by making its determination within 15 thirty (30) days after Sellers notify Buyer its engagement. All of the fees and expenses of such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, firm pursuant to this Agreement. Notwithstanding subpart (c) shall be paid by the Shareholders; provided, however, if the value allocated to any other provisions particular class of this Agreementassets is increased or decreased by an amount greater than twenty five percent (25%) of the total amount attributable to such class of assets, then the foregoing agreement fees and expenses shall survive be apportioned equally between Buyer and the Closing Date without limitationShareholders by such independent accounting firm or valuation firm.

Allocation of Purchase Price. The Parties intend that the purchase of the membership interests, shall, with respect to Buyer, be treated as a part sale part contribution of all of the assets of the Company for Tax purposes in accordance with Rev. Xxx. 00-0 and Section 721 of the Code; As promptly as practicable but no more than sixty (60) days after Closing, Buyer and each Seller shall agree upon an allocation of prepare a schedule allocating the Purchase Price and the Assumed Liabilities among the Acquired Assets (assets of the "Allocation") for all income Tax purposes. The Allocation shall be consistent Company in accordance with Section 1060 of the Code and based on an initial proposal by Buyerthe Treasury Regulations thereunder (and any similar provisions of state, local or foreign law, as appropriate) and deliver such schedule to Representative. Sellers will Representative shall then have not more than 30 days to notify Buyer in writing of Representative’s acceptance and adoption of the right to raise allocation schedule for its Tax Returns or specify the nature of any reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Representative may have. Buyer and Sellers will negotiate Representative shall attempt in good faith to resolve any such disputeRepresentative objections to Buyer’s allocation schedule. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute Any issues with respect to the Allocation allocation that have not been finally resolved within 120 days following the Closing shall be presented referred to the Independent Accounting Firma nationally recognized firm of independent public accountants to which Representative and Buyer mutually agree, which shall, within 30 days thereafter, render a decision, which whose determination shall be final and binding upon each the Parties. Any modification or adjustment to the Purchase Price shall be allocated among the assets of the partiesCompany in accordance with Section 1060 of the Code. The fees, Any costs and expenses incurred in connection therewith for the services of such firm shall be shared in equal amounts by split equally between Buyer and Sellers. Buyer and Sellers each No party shall report and file all Tax Returns (including amended Tax Returns and claims be responsible for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings)party’s tax liability incurred as a result of the allocation of the purchase price. Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.ARTICLE 2

Allocation of Purchase Price. Seller and Buyer acknowledge and each agree that the transfer of Assets, Asset Obligations and Deposits of the Branch hereunder shall be a transfer of assets which constitutes a trade or business for income tax purposes, and that such transfer is an “applicable asset acquisition” under Section 1060 of the Internal Revenue Code. As soon as reasonably practicable following the Closing Date, Seller shall agree upon deliver to Buyer an allocation statement setting forth the Seller's allocation of the Purchase Price purchase price for tax purposes pursuant to Section 1060 of the Internal Revenue Code and the Assumed Liabilities among the Acquired Assets any other applicable tax laws (the "AllocationAllocation Statement"). Buyer shall respond to such proposed Allocation Statement within thirty (30) for all income Tax purposes. The Allocation shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereofof receipt, providing either (a) its acceptance of such allocation or (b) any objections, in which event case Buyer shall also provide their determination of the allocation of the purchase price (plus other relevant items). Buyer and Sellers will negotiate the Seller agree to act in good faith to resolve such disputeany differences between them. If Except as otherwise required by law, the Seller and Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objectionsshall file all tax returns, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firmas IRS Form 8594 ("Section 1060 Forms"), which shall, within 30 days thereafter, render in a decision, which shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) manner that is consistent with the Allocation, final Allocation Statement and shall take no position contrary thereto or refrain from taking any action inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings)therewith. The Buyer and Sellers Seller shall cooperate in the preparation of, of Section 1060 Forms and shall file such Section 1060 Forms timely file, and in the manner required by applicable law. The Seller and Buyer agree to treat any forms (including Form 8594) with respect payments made pursuant to the Allocation, including any amendments to such forms required with respect to any indemnification provisions of this Agreement as an adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationpurchase price for tax purposes.

Allocation of Purchase Price. (a) Within ninety (90) days following the determination of the Final Purchase Price pursuant to Section 1.5, Buyer shall prepare and each deliver to Sellers a draft allocation of the purchase price (as determined for applicable Tax purposes) (the “Purchase Price Allocation”) in accordance with (i) Sections 338, 755 and 1060 of the Code, as applicable, and the Treasury Regulations thereunder and (ii) the methodology set forth in Section 5.3 of the Seller Disclosure Letter (such methodology, the “Allocation Methodology”). Sellers shall agree upon an allocation review the Purchase Price Allocation and provide any comments with respect thereto, together with reasonable particulars of the basis of such comments and in accordance with the Allocation Methodology, within fifteen (15) Business Days of receipt of the Purchase Price and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will shall negotiate in good faith to resolve such disputeany disputed items. If Buyer and Sellers cannot resolve such dispute Seller are unable to agree on the Purchase Price Allocation within 15 sixty (60) days after Sellers notify Buyer Xxxxx provides the draft Purchase Price Allocation, the parties shall request the Accounting Firm to decide any disputed items within thirty (30) days, provided that the Accounting Firm shall resolve any dispute in a manner consistent with Sections 338, 755 and 1060 of such objectionsthe Code, such dispute as applicable, and the Treasury Regulations thereunder and in accordance with respect to the Allocation Methodology. The costs of the Accounting Firm shall be presented borne equally by Sellers and Buyer. The Purchase Price Allocation, as agreed to by the Independent parties, or, if no such agreement is reached, as determined by the Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be non-appealable and final and binding upon each of on the parties. The fees, costs and expenses incurred subject to adjustment as provided in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other ProceedingsSection 5.3(b). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. (a) Within ninety (90) days following the determination of the Final Purchase Price pursuant to Section 1.5, Buyer shall prepare and each deliver to Sellers a draft allocation of the purchase price (as determined for applicable Tax purposes) (the “Purchase Price Allocation”) in accordance with (i) Sections 338, 755 and 1060 of the Code, as applicable, and the Treasury Regulations thereunder and (ii) the methodology set forth in Section 5.3 of the Seller Disclosure Letter (such methodology, the “Allocation Methodology”). Sellers shall agree upon an allocation review the Purchase Price Allocation and provide any comments with respect thereto, together with reasonable particulars of the basis of such comments and in accordance with the Allocation Methodology, within fifteen (15) Business Days of receipt of the Purchase Price and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will shall negotiate in good faith to resolve such disputeany disputed items. If Buyer and Sellers cannot resolve such dispute Seller are unable to agree on the Purchase Price Allocation within 15 sixty (60) days after Sellers notify Buyer Bxxxx provides the draft Purchase Price Allocation, the parties shall request the Accounting Firm to decide any disputed items within thirty (30) days, provided that the Accounting Firm shall resolve any dispute in a manner consistent with Sections 338, 755 and 1060 of such objectionsthe Code, such dispute as applicable, and the Treasury Regulations thereunder and in accordance with respect to the Allocation Methodology. The costs of the Accounting Firm shall be presented borne equally by Sellers and Buyer. The Purchase Price Allocation, as agreed to by the Independent parties, or, if no such agreement is reached, as determined by the Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be non-appealable and final and binding upon each of on the parties. The fees, costs and expenses incurred subject to adjustment as provided in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other ProceedingsSection 5.3(b). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. On or before June 15, 1998, Buyer and each shall provide to Seller shall agree upon an copies of any exhibits required to be attached to the IRS form on which a Section 338(h)(10) Election is made (see Form 8023-A which expired on April 30, 1997) reflecting Buyer's proposed allocation of the Purchase Price and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent with adjusted as required under the Code and the applicable Treasury Regulations) based on an initial proposal the Allocated Asset Prices. "Allocated Asset Price" is defined with respect to any asset, the portion of the Purchase Price allocated to such asset by BuyerBuyer and set forth on the Pricing Schedule. Sellers will have the right to raise reasonable objections to the Allocation within Within 15 days after Buyer's delivery thereofthe receipt of such exhibits, in Seller shall propose to Buyer any changes to such exhibits or shall indicate its concurrence therewith, which event concurrence shall not be unreasonably withheld. The failure by Seller to propose any such change or to indicate its concurrence within such 15 days shall be deemed to be an indication of its concurrence with such exhibits. Buyer and Sellers will negotiate in good faith Seller shall file, and shall cause their affiliates to resolve such dispute. If Buyer file, all Tax Returns and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objectionsstatements, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final forms and binding upon each of the parties. The fees, costs and expenses incurred schedules in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) a manner consistent with such allocation of the Allocation, Purchase Price and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations unless required to do so by any Tax Authority or any other Proceedings)applicable tax laws. Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) Any disputes with respect to the Allocationitems on such exhibits which Buyer and Seller, including any amendments acting in good faith, are unable to such forms required with respect to any adjustment resolve shall be resolved pursuant to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationdispute resolution procedure provided in Section 6.4(c) for Straddle Period Returns and related matters.

Allocation of Purchase Price. Within sixty (60) days after Closing, Buyer shall prepare and each deliver to Seller a proposed allocation of the total consideration to be paid to Seller by Buyer pursuant to this Agreement for the Purchased Assets, which shall include relevant Assumed Liabilities, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of Law, as appropriate) (the “Purchase Price Allocation”). In the event that Seller objects to the Purchase Price Allocation, Seller shall agree upon an allocation notify Buyer of such objection within twenty (20) days of receipt of the Purchase Price Allocation and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent with the Code and based on an initial proposal by Buyer. Sellers parties will have the right endeavor to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate resolve such dispute in good faith prior to resolve such disputeClosing. If In the event that Buyer and Sellers canSeller agree on the Purchase Price Allocation (or if Seller does not resolve such dispute object within 15 days after Sellers notify Buyer of such objectionsthe twenty (20)-day period described above), such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each of the parties. The fees, costs Seller and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each their respective Affiliates shall report and file Tax Returns, in all respects and for all Tax Returns (including amended Tax Returns and claims for refunds) purposes consistent with such mutually agreed upon allocation, and neither Seller nor Buyer shall take any position (whether in audits, Tax Returns, or otherwise) which is inconsistent with such allocation, except as otherwise required by applicable Law or a determination within the meaning of Section 1313 of the Code. In the event that Buyer and Seller do not agree on the Purchase Price Allocation, and the items in dispute shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect be referred to the Allocation, including any amendments to such forms required with respect to any adjustment to Independent Accountant for a determination that is final and binding on the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitationParties.

Allocation of Purchase Price. Buyer Purchaser shall, within sixty (60) days after the Closing Date, prepare and each Seller deliver to Sellers for their consent (which consent shall agree upon not be unreasonably withheld) a schedule allocating the Purchase Price (and any other items that are required to be treated as Purchase Price) among the respective Sellers and the Acquired Assets, Designated Contracts and Designated Entities (and, in the case of any Designated Entities for which Purchaser desires to make an allocation election under Section 338(h)(10) of the Code in accordance with Section 2.11 below, Purchaser shall reallocate the portion of the Purchase Price and the Assumed Liabilities allocated to such Designated Entities among the Acquired Assets (underlying assets of the "Allocation"respective entities) for all income Tax purposes. The Allocation shall be consistent in accordance with the Code and based on an initial proposal by Buyerapplicable Treasury Regulations (or any comparable provisions of State or local tax law). If Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereofobjections, in which event Buyer Purchaser and Sellers will negotiate in good faith to resolve such disputeobjections. If Buyer Purchaser and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refundsrefund) consistent with the Allocationallocation, and shall take no position contrary thereto or inconsistent therewith (including including, without limitation, in any audits or examinations by any Tax Authority taxing authority or any other Proceedingsproceedings). Buyer Purchaser and Sellers shall cooperate in the preparation of, and shall timely file, filing of any forms (including Form 8594) with respect to the Allocationsuch allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. If and to the extent the Parties are unable to agree on such allocation, the Parties shall retain an independent third party accounting firm to resolve such dispute. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.. 9 2.11 Section 338(h)(10)

Allocation of Purchase Price. Buyer and each Seller Within 60 days following the Closing, Purchaser shall agree upon an prepare a draft allocation of the Purchase Price and the Assumed Liabilities among the Acquired Assets (the "Allocation") consideration, as determined for all U.S. federal income Tax purposes, among the assets of the Company in accordance with Section 1060 of the Code and the Treasury Regulations (the “Initial Allocation”). The If Seller does not object to the Initial Allocation within 30 days of receipt, the Initial Allocation shall be consistent with the Code deemed to have 16 been accepted and based on an initial proposal by Buyeragreed upon. Sellers will have the right to raise reasonable objections If Seller objects to the Allocation within 15 days after Buyer's delivery thereofInitial Allocation, in which event Buyer it shall notify Purchaser of such disputed item (or items) and Sellers will negotiate in good faith the basis for the objection, and Purchaser and Seller shall endeavor to resolve any such dispute. If Buyer Seller and Sellers cannot Purchaser are unable to resolve such dispute within 15 days after Sellers notify Buyer of such objections30 days, such dispute with respect to the Allocation disputed item(s) shall be presented submitted to a neutral and impartial certified public accountant with significant relevant experience for resolution in accordance with the Independent Accounting Firmprocedures of Section 2.2(b)(iii). The Initial Allocation, which shallas may be adjusted pursuant to this Section 2.4, within 30 days thereafter, render a decision, which shall be final the “Final Allocation”. Each of Seller and binding upon each of the parties. The fees, costs Purchaser and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each their respective Affiliates shall report and file all Tax Returns (including amended Tax Returns and claims shall act, in all respects and for refunds) all Tax purposes in a manner consistent with the Final Allocation, and neither Seller nor Purchaser shall take no any position contrary thereto (whether in audits, Tax Returns, or otherwise) that is inconsistent therewith with the Final Allocation, except as required by a “determination” within the meaning of Section 1313(a) of the Code (including in any audits or examinations by any Tax Authority or any other Proceedingsanalogous provision of Law). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.ARTICLE III

Allocation of Purchase Price. Seller and Buyer and each Seller shall mutually agree upon an allocation of to allocate the Purchase Price and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent acquired hereunder by Buyer in accordance with the Code and based on an initial proposal by Buyerprovisions of Section 1060 of the Code. Sellers will have the right to raise reasonable objections to the Allocation Seller shall provide Buyer with a draft of such allocation within 15 sixty (60) days after Buyer's delivery thereof, in which event the date hereof. Buyer shall notify Seller of any objection Buyer may have to such allocation within ten (10) days of its receipt of such allocation. Seller and Sellers will negotiate Buyer shall resolve any disagreement with respect to such allocation in good faith to resolve such dispute. If consistent herewith; provided, however, that if Buyer and Sellers canSeller shall not resolve such dispute within 15 days after Sellers notify Buyer of such objectionshave agreed on the allocation by the 90th day following the date hereof, such dispute with respect to the Allocation allocation shall be presented to made in accordance with the Independent Accounting Firmappraisals of an independent accounting firm of nationally recognized standing mutually selected by Seller and Buyer, which shall, within 30 days thereafter, render a decision, the fees and expenses of which shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts paid equally by Buyer and SellersSeller. Seller and Buyer and Sellers each shall agree to report and file all Tax Returns tax returns (including amended Tax Returns tax returns and claims for refundsrefund) consistent consistently with the Allocationany such allocation, and shall take no position contrary thereto or inconsistent therewith (including including, without limitation, in any audits or examinations by any Tax Authority taxing authority or any other Proceedingsproceedings). Seller and Buyer and Sellers shall cooperate in the preparation of, and shall timely file, filing of any forms (including Form 8594) with respect to the Allocationany such allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Priceforms, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date date hereof without limitation. In the event that such allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto and shall forward to such other party copies of all correspondence with such taxing authority in respect of such disputed allocation.

Allocation of Purchase Price. (a) U.S. Business - Prior to the Closing, Buyer Representative and each Seller Seller, and their respective Affiliates, shall use good faith efforts to agree upon on an allocation of the U.S. Purchase Price and the Assumed Liabilities among the Acquired Assets assets being purchased pursuant to the U.S. Purchase Agreement (the "AllocationU.S. Assets"). Buyer Representative and Seller shall report, and/or to cause their Affiliates to report, the purchase and sale of the U.S. Assets for Tax purposes (including (i) for on their respective IRS Forms 8594 and any other Tax Returns and all income other documents, schedules or requests from any Taxation Authority, (ii) before any Taxation Authority and (iii) in the course of any audit, review or judicial proceeding concerning the Tax purposes. The Allocation shall be consequences of the purchase and sale of the U.S. Assets pursuant to the U.S. Purchase Agreement) in a manner consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding allocation agreed upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this AgreementSection 2.10. Notwithstanding any Under no circumstances, however, shall agreement on an allocation of the U.S. Purchase Price be or be deemed to be a condition precedent for Seller's or Buyer Representative's (or their respective Affiliates') obligations under this Agreement and the other provisions Operative Documents, nor shall the failure to agree on such an allocation be or be deemed to be a breach of this Agreement, Agreement or the foregoing agreement other Operative Documents. (b) U.K. Business - The U.K. Purchase Price shall survive be allocated among the Closing Date without limitationassets purchased pursuant to the U.K. Purchase Agreement (the "U.K. Assets") in accordance with the U.K. Purchase Agreement and the U.K. Property Contracts.

Allocation of Purchase Price. Buyer and each Seller (a) The parties shall agree upon use their best efforts to enter into an agreement as soon as practicable after the Closing Date concerning the allocation of the Purchase Price and the Assumed Liabilities among the Acquired Assets (the "Allocation") for all income Tax purposes. The Allocation shall be consistent of the Purchase Price among the Assets in accordance with Section 1060 of the Code and based on an initial proposal by Buyerthe regulations promulgated thereunder (the "Allocation Agreement"). Sellers Buyer shall deliver to Seller a proposed Allocation Agreement which will have allocate the right to raise reasonable objections to Purchase Price among the Allocation Assets within 15 120 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate in good faith to resolve such disputethe Closing Date. If Buyer and Sellers canSeller has not resolve objected to such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, Agreement within 30 days thereafterafter receipt, render a decision, which such agreement shall be final deemed accepted and binding upon each shall be the Allocation Agreement. If Seller objects to Buyer's proposed Allocation Agreement, Seller shall give Buyer notice of its objections and Buyer and Seller shall use all reasonable efforts to resolve their differences. If, 60 days after the date on which Seller has given Buyer notice of its objections, the parties have not adopted the Allocation Agreement, any disputes related thereto shall be referred to a "big six" accounting firm having no material relationship with either party or their respective Affiliates during the 12-month period preceding the date of referral mutually agreed on by the parties and shall be resolved within 30 days after such referral. The costs, expenses and fees of such accounting firm shall be borne equally by the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. Buyer and each Seller The Parties shall agree upon an allocate the Purchase Price in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (together with any rules or regulations issued thereunder, “Code”). Within 90 days after the Closing Date, Buyers shall provide Sellers a draft allocation of the Purchase Price and the Assumed Liabilities liabilities of Sellers and Owner among the Acquired Assets Purchased Assets. (the "Allocation"a) for all income Tax purposes. The Allocation Parties shall timely file any information that may be consistent with the Code and based on an initial proposal by Buyer. Sellers will have the right required pursuant to raise reasonable objections to the Allocation within 15 days after Buyer's delivery thereof, in which event Buyer and Sellers will negotiate in good faith to resolve such dispute. If Buyer and Sellers cannot resolve such dispute within 15 days after Sellers notify Buyer of such objections, such dispute with respect to the Allocation shall be presented to the Independent Accounting Firm, which shall, within 30 days thereafter, render a decision, which shall be final and binding upon each Treasury Regulations promulgated under Section 1060(b) of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer and Sellers. Buyer and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refunds) consistent with the AllocationCode, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceedings). Buyer and Sellers shall cooperate in use the preparation of, and shall timely file, any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any adjustment to allocation of the Purchase Price, Price as finally determined pursuant to this AgreementSection 1.7, in connection with the preparation of Internal Revenue Service Form 8594 as that form relates to the Transactions. Notwithstanding The Parties shall not file any returns, declarations, reports, statements and other provisions documents of, relating to, or required to be filed in respect of, any and all Taxes (“Tax Returns”) or otherwise take any position which is inconsistent with such allocation, except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service or by court decision. The Parties agree that the amount of this Agreement, the foregoing agreement shall survive Purchase Price allocated to the Closing Date without limitation.covenant not to compete in Section 4.6 8 is not intended to be a liquidated damages amount or to place a value or ceiling on the amount of damages that could be suffered by Buyer if such covenants are breached. ARTICLE II