Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates toa) allocate For all Tax purposes, the Purchase Price and (plus any assumed liabilities Assumed Liabilities that are treated as amount realized, consideration for Tax the Transferred Assets for federal income tax purposes, ) that is allocated to the Seller shall be allocated among the assets Transferred Assets that are transferred by the Seller pursuant to this Agreement in a manner consistent with Section 1060 of the Code and shares deemed sold the Treasury regulations promulgated thereunder. The Buyer shall be responsible for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “preparation of an allocation of the Purchase Price Allocation”)among the Transferred Assets that are transferred to the Buyer. Within one hundred twenty ninety (12090) days after the Closing Date, Purchaser the Buyer shall deliver to Parent a forward the proposed allocation of the Purchase Price (allocation and other relevant amounts) as of a draft IRS Form 8594 to the Closing DateSeller for review and approval, which allocation approval shall incorporatenot be unreasonably withheld, reflect and be consistent with the Purchase Price Allocation and be conditioned or delayed (such amount as finally determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (pursuant to this Section 2.10(a), the “Purchaser’s Price Allocation”). If Parent disagrees the Seller agrees in writing with Purchaser’s Allocation, Parent may, the Price Allocation or fails to object in writing to the Price Allocation within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days Business Days following such deliveryreceipt thereof from the Buyer, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine Price Allocation shall be conclusive and binding upon the allocation of Buyer and the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price AllocationSeller for all Tax purposes. If Parent and Purchaser the parties are unable to reach such agreementagree on the Price Allocation after good faith consultation, they the matters in dispute shall promptly thereafter cause be referred for resolution to the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporateFirm, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm which expense shall be borne equally by Sellersthe Seller, on the one hand, and Purchaserthe Buyer, on the other hand. The allocation of the Purchase Price (Independent Accounting Firm shall resolve any disputed matters as promptly as practicable, and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) Firm’s decision with respect to any such matter shall be conclusive and binding on all Parties. The Allocation shall be adjustedthe Buyer, as necessarythe Seller, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any for applicable Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)purposes.

Purchase Price Allocation. Sellers and Purchaser agree to Within ninety (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (12090) days after the Closing Datedetermination of the Inventory Purchase Price, Purchaser the Buyers shall deliver to Parent BioScrip a proposed allocation of schedule (the “Allocation Schedule”) allocating the Purchase Price (together with any assumed liabilities and any other relevant amountsitems treated as consideration for the Purchased Assets for Tax purposes) as of among the Closing Date, which allocation Purchased Assets and the various Buyers and Sellers. The Allocation Schedule shall incorporate, reflect and be consistent prepared in accordance with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. Such allocation shall be deemed final unless BioScrip shall have notified Parent in writing of any disagreement with the Allocation Schedule within thirty (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (6030) days after delivery of Purchaser’s Allocationthe Allocation Schedule to BioScrip by Parent. In the event of such disagreement, deliver a notice BioScrip and the Buyers shall use their respective reasonable best efforts to resolve such disagreement. In the event that BioScrip and the Buyers do not reach an agreement within 90 days after the date of delivery of the Allocation Schedule to BioScrip by the Parent (the “Parent’s Allocation NoticeSchedule Resolution Period”), the Buyers and the Selling Parties shall submit the items remaining for resolution in writing, together with written summaries prepared and submitted by the Selling Parties, on the one hand, and the Buyers, on the other hand, within thirty (30) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation days following the end of the Purchase Price (and other relevant amounts)Allocation Schedule Resolution Period, to the Independent Accounting Firm. If the Parent’s Allocation Notice is duly deliveredThe Independent Accounting Firm shall be instructed to, Parent and Purchaser shall, during the within twenty (20) days following of such deliverysubmission, use commercially reasonable efforts resolve any differences between the Buyers and the Selling Parties based solely upon the written summaries submitted to reach agreement the Independent Accounting Firm in accordance with the preceding sentence, and, in reaching a decision on each item of dispute, the Independent Accounting Firm’s position shall be limited to either the Selling Parties’ or the Buyers’ position set forth in such written summaries on each disputed items or amounts item. Such resolution shall, in order to determine the allocation absence of manifest error, be final, binding and conclusive upon each of the Purchase Price (parties to this Agreement. The Buyers and other relevant amounts), which allocation the Selling Parties agree that the Independent Accounting Firm must agree to the time periods set forth in this Section 1.10 as a condition to its engagement and such time periods shall incorporate, reflect and only be consistent with extended upon the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter showing of good cause by the Independent Accounting Firm to resolve any remaining disputes. Any allocation each of the Purchase Price (and other relevant amounts) determined pursuant parties to the decision of the Independent Accounting Firm shall incorporatethis Agreement. The costs, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by of the Independent Accounting Firm shall be borne equally by Sellersthe non-prevailing party or, on in the one handevent of a dispute involving multiple items, and Purchaser, on by the other hand. The allocation party whose overall position varies the greatest from that of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all PartiesFirm. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to Buyers and the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and Selling Parties agree to cause file their respective Affiliates) to prepare IRS Forms 8594, and file all relevant federal, state, and local and foreign Tax Returns (includingReturns, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Schedule as finally determined under this Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)1.10.

Purchase Price Allocation. Sellers The Buyer and Purchaser agree the Seller acknowledge that, because the Company (including, for the avoidance of doubt, each subsidiary of the Company) is considered an entity disregarded as separate from the Seller for U.S. federal tax purposes, the Seller will be treated for U.S. federal tax purposes as selling to the Buyer all of the assets owned by the Company (including, for the avoidance of doubt, each subsidiary of the Company). For U.S. federal (and applicable state, local and non-U.S.) tax purposes, the Buyer and the Seller agree to cause their respective Affiliates to) allocate that the Closing Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, shall be allocated among the assets of the Company (and shares deemed sold for U.S. federal income Tax purposes its subsidiaries) in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder issued thereunder. No later than ninety (90) days following the Closing Date, the Seller shall prepare a proposed allocation schedule (the “Purchaser’s AllocationInitial Allocation Schedule”)) and provide such Initial Allocation Schedule to the Buyer. If Parent disagrees with Purchaser’s AllocationThe Buyer shall have the right, Parent may, within sixty for thirty (6030) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on review and object to the disputed items or amounts Initial Allocation Schedule. The Seller and the Buyer shall seek in order to determine the allocation of the Purchase Price good faith for thirty (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly 30) days thereafter cause the Independent Accounting Firm to resolve any remaining disputesdisagreements between them with respect to the Initial Allocation Schedule. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm disagreements remaining after such thirty-day period shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed resolved by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) Accountants in accordance with the Allocationdispute resolution procedure set forth in Section 9.5 and any determination by the Accountants with respect thereto shall be final and binding on the Seller and the Buyer absent manifest error (the allocation schedule, as so agreed upon by the parties and as so determined by the Accountants, the “Allocation Schedule”). None The Allocation Schedule shall be amended to reflect any adjustment, as required herein, to the consideration to be paid pursuant to this Agreement. The parties shall each report the U.S. federal, state and local and other Tax consequences of Sellers, Purchaser or any the purchase and sale contemplated hereby (including the filing of their respective Affiliates shall take any position inconsistent Internal Revenue Service Form 8594) in a manner consistent with the Allocation on Schedule and shall not take any Tax Return or in any Tax Proceeding, in each case, except inconsistent position with respect to the extent Allocation Schedule unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of by applicable state, local or foreign Law)Laws.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the The Purchase Price and (including any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes adjustments thereto) shall be allocated in accordance with Schedule IV attached hereto a schedule which Newco shall provide to Parent within 30 days after the Final Retained Business Working Capital Statement shall have become final and binding on the parties pursuant to Section 2.7 and which shall be agreed upon by Parent and Newco within 15 days thereafter (the “Purchase Price AllocationAllocation Schedule”). Within one hundred twenty (120) days after The Allocation Schedule shall be prepared by an independent third-party valuation firm engaged by Newco that is reasonably acceptable to Parent. Parent and Newco shall each pay 50% of Newco’s reasonable and documented out-of-pocket costs and expenses, including the Closing Datefees of such valuation firm, Purchaser incurred by Newco in preparing the Allocation Schedule. In the event that Parent and Newco are unable to agree on the Allocation Schedule, the tax dispute resolution procedures set forth in Section 4.9 shall deliver to Parent a proposed apply. After the Allocation Schedule is finalized, the parties shall use the allocation of and fair market value specified in the Purchase Price (Allocation Schedule for all Tax purposes and other relevant amounts) as of the Closing Datein all filings, which allocation shall incorporate, reflect declarations and be consistent reports with the Purchase Price Allocation and Internal Revenue Service (the “IRS”) in respect thereof, including the reports required to be determined in a manner consistent with Sections 338 and filed under Section 1060 of the Code Code. Newco shall prepare and deliver IRS Form 8594 to the Treasury Regulations promulgated thereunder Company within ninety (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (6090) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation Final Retained Business Working Capital Statement shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive have become final and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price parties pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall 2.7 to be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance filed with the AllocationIRS. None On any Tax Return and in any Tax Proceeding (as defined in Section 4.3(b)), none of SellersParent, Purchaser the Company, the ECN Entities, Newco or any of their respective Affiliates the Newco Entities shall take any position inconsistent with or represent that the allocation specified in the Allocation on Schedule is not correct. In the event that the allocation is disputed by any Tax Return or in any Tax ProceedingAuthority, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) party receiving notice of the Code (or any similar provision dispute shall promptly notify and consult with the other parties and keep the other parties reasonably apprised of applicable state, local or foreign Law)material developments concerning the resolution of such dispute.

Purchase Price Allocation. Buyer shall provide to Sellers and Purchaser agree to a statement (and agree to cause their respective Affiliates tothe “Allocation”) allocate allocating the Purchase Price and any assumed liabilities other items that are treated as amount realized, additional consideration for Tax purposes, purposes among the assets and shares deemed sold for U.S. federal income Tax purposes Assets, as if all the Assets were acquired in taxable transactions, in accordance with section 1060 of the Code, the Treasury Regulations promulgated thereunder and consistent with the methodology in Schedule IV attached hereto 7.06(c) within ninety (the “Purchase Price Allocation”). Within one hundred twenty (12090) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which . Such allocation shall incorporate, reflect become conclusive and be consistent with binding on the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder Parties fifteen (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (6015) days after timely delivery of Purchaser’s by Buyer unless Sellers object in writing to the Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If Sellers object, the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, Parties shall use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputesdisputes within fifteen (15) days after Buyer’s receipt of written notice of Sellers’ objection. Any allocation of unresolved disputes shall be submitted to the Purchase Price (and other relevant amounts) determined Referee or an accounting firm selected pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm procedures in Section 2.06(d) (the “AllocationAccounting Firm”) ). The resolution of the dispute by the Accounting Firm shall be conclusive and binding on all Parties. The Parties and the Allocation shall be adjusted, as necessary, updated to reflect such resolution. Sellers and Buyer shall use commercially reasonable efforts to update the Allocation in a manner consistent with section 1060 of the Code and the methodology in Schedule 7.06(c) following any subsequent adjustments adjustment to the Purchase Price pursuant to Section 2.7this Agreement. For the avoidance of doubt, Section 2.9 or Section 7.10. Any the Parties shall cooperate in determining the portion of the Purchase Price allocable to the Assets that are subject to a Transfer Tax prior to the due date of the Tax Return required to be filed in connection with such adjustment Transfer Taxes; provided, that if the Parties do not agree with respect to such determination, such matter shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) resolved in accordance with the process outlined in this Section 7.06(c); provided, further, that in the event of a dispute with respect to such a determination that is not resolved prior to the due date of the applicable Tax Return, such Tax Return shall be filed utilizing an allocation determined by Buyer and such Tax Return shall be amended if the Allocation is subsequently adjusted pursuant to the procedures described above. Sellers and Buyer shall, and shall cause their Affiliates to, report consistently with the Allocation. None of Sellers, Purchaser as adjusted, in all Tax Returns, including IRS Form 8594, which Buyer and Sellers shall file with the Internal Revenue Service or any of their respective Affiliates other Governmental Authority and neither Sellers nor Buyer shall take any position in any such Tax Return that is inconsistent with the Allocation on any Tax Return or in any Tax ProceedingAllocation, as adjusted, in each case, except unless required to the extent otherwise required pursuant to do so by a final “determination” within the meaning of Section as defined in section 1313(a) of the Code (Code. Sellers and Buyer agree to promptly advise each other regarding the existence of any tax audit, controversy or any similar provision of applicable state, local or foreign Law)litigation related to the Allocation.

Purchase Price Allocation. Sellers and Purchaser agree to shall, within forty five (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (12045) days after the Closing Date, Purchaser shall prepare and deliver to Parent Sellers a proposed allocation of schedule (the "Allocation Schedule") reasonably allocating the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent Assumed Liabilities among the Purchased Assets in accordance with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder or any successor provisions. Sellers will have the right to raise reasonable objections to the Allocation Schedule within thirty (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (6030) days after delivery of Purchaser’s Allocationtheir receipt thereof, deliver a notice (the “Parent’s Allocation Notice”) in which event Purchaser and Sellers will negotiate in good faith to Purchaser to resolve such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts)objections. If Purchaser and Sellers cannot mutually resolve Sellers' reasonable objections to the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the Schedule within twenty (20) days following after Purchaser's receipt of such deliveryobjections, use commercially reasonable efforts such dispute shall be presented to reach agreement on the disputed items or amounts in order to determine the allocation Referee for a decision that shall be rendered by such accounting firm within thirty (30) calendar days thereafter and shall be final and binding upon each of the Purchase Price (and other relevant amounts)parties. The fees, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees costs and expenses relating to the work, if any, to be performed by the Independent Accounting Firm incurred in connection therewith shall be borne equally shared in equal amounts by SellersPurchaser, on the one hand, and PurchaserSellers, on the other hand. The allocation Purchaser and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule, and shall take no position with respect to Taxes contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) with respect to the transactions contemplated by this Agreement. Purchaser and Sellers shall cooperate in the filing of the Purchase Price any forms (and other relevant amounts)including Form 8594) with respect to such allocation, as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant including any amendments to such forms required with respect to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments adjustment to the Purchase Price Price, pursuant to Section 2.7this Agreement. Notwithstanding any other provisions of this Agreement, Section 2.9 or Section 7.10. Any such adjustment the provisions of this Article XI shall be allocated to survive the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Closing without limitation.

Purchase Price Allocation. Sellers The Seller Representative (on behalf of the Sellers) and Purchaser agree to Buyer shall allocate (and agree to cause their respective Affiliates toi) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes Securities, in accordance with Schedule IV attached hereto the Sellers’ Allocable Portions, and (ii) the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation portion of the Purchase Price (for Tax purposes) allocable to the Units (including any Liabilities assumed or taken subject to and other relevant amountstreated as consideration for federal income Tax purposes) as among the assets of Panadero Aggregates and, to the extent applicable, its Subsidiaries (the “Allocation Schedule”). The Allocation Schedule shall be reasonable and, with respect to the portion of the Closing Datepurchase price (for Tax purposes) allocated to the Units, which allocation shall incorporatebe prepared in accordance with Section 751, reflect Section 755 and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder and allocate such portion of the purchase price among the various classes of assets. Within one-hundred and twenty (120) days of the “PurchaserClosing Date, the Seller Representative shall prepare and deliver to Buyer the Allocation Schedule for Buyer’s Allocation”)review and approval. If Parent disagrees with Purchaser’s Allocation, Parent mayIf, within sixty thirty (6030) days following the delivery of the Allocation Schedule, Buyer notifies the Seller Representative in writing that Buyer disputes any calculation in the Allocation Schedule, Buyer and the Seller Representative shall cooperate in good faith to resolve such dispute. Further, the Seller Representative shall prepare and deliver to Buyer, from time to time, revised copies of the Allocation Schedule so as to report any matters that need updating, and Buyer and the Seller Representative shall cooperate in good faith to agree on such revised Allocation Schedule. Should Buyer and the Seller Representative fail to reach an agreement within thirty (30) days after Buyer notifies the Seller Representative of a dispute or delivery of Purchaser’s Allocationa revised Allocation Schedule to Buyer, deliver a notice (Buyer and the “Parent’s Allocation Notice”) Seller Representative shall bring all disputes relating to Purchaser the preparation of such allocation to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation for resolution, whose decisions shall be final and binding on the parties (and reflected on the Allocation Schedule) and whose expenses shall be paid equally by Buyer on one hand and the Seller Representative (on behalf of the Purchase Price (and other relevant amountsSellers) determined pursuant to on the decision of other. If the Independent Accounting Firm is unable to resolve such dispute prior to the filing of any Tax Return to which the Purchase Price allocation made pursuant to this Section 1.7 is relevant, the applicable Tax Return shall incorporate, reflect and be filed in a manner consistent with the Purchase Price Allocation. All fees and expenses relating to Allocation Schedule prepared by the workSeller Representative in respect of such disputed matter, if any, to be performed by the filing of which shall not prejudice or otherwise control the Independent Accounting Firm Firm’s resolution of such matter. All income Tax Returns and reports filed by Buyer and the Sellers shall be borne equally by Sellers, prepared consistently with the allocation as set forth on the one handAllocation Schedule or, and Purchaserif applicable, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each caseupdate thereto, except to the extent otherwise required pursuant to upon a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)final determination by a Taxing Authority.

Purchase Price Allocation. Sellers and Purchaser The parties agree to (and agree to cause their respective Affiliates to) allocate that the Purchase Price and any assumed liabilities transactions contemplated by this Agreement will be treated as amount realized, for Tax purposes, among the assets and shares deemed sold from Parent’s perspective for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto as an asset purchase and from the perspective of the Former Equity Owners for U.S. federal income Tax purposes as a sale of partnership interests pursuant to Situation 2 of IRS Revenue Ruling 99-6, 1991-1 C.B. 432. Parent and each Former Equity Owner agree that the sum of the Purchase Price and the liabilities of the Company as of the Closing Date that are assumed by Parent (collectively, the “Asset Sale Purchase Price AllocationPrice”)) will be allocated between and among the assets held by the Company as of the Closing Date. Within one hundred twenty (120) 90 days after the Closing Date, Purchaser shall deliver to Parent will provide Representative with a proposed schedule (the “Allocation Schedule”) setting forth Parent’s allocation of the Asset Sale Purchase Price (for the purpose of, and other relevant amounts) as of the Closing Datein accordance with, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder (and any applicable provision of state, local or foreign Law, among the “Purchaser’s Allocation”)various class of assets listed on IRS Form 8594. If Such allocation will be deemed final unless Representative notifies Parent disagrees in writing of any disagreement with Purchaser’s Allocation, the Allocation Schedule within 30 days of receipt of such schedule. Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) and Representative will cooperate in good faith in order to Purchaser to such effect, specifying those items reach agreement as to which the allocation within 30 days of receipt by Parent disagrees and setting forth Parent’s proposed allocation of notice from Representative of the Purchase Price (and other relevant amounts)Former Equity Owners’ disagreement with the Allocation Schedule. If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser parties are unable to reach such agreement, they shall promptly thereafter cause the Independent disputed items will be resolved by the Accounting Firm to resolve and any remaining disputes. Any allocation of determination by the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporatewill be final (the final schedule as agreed to by the parties or as determined by the Accounting Firm, reflect and be consistent with the Purchase Price Allocation“Final Allocation Schedule”). All The costs, fees and expenses relating to of the work, if any, to be performed by the Independent Accounting Firm shall will be borne equally by SellersParent, on the one hand, and PurchaserRepresentative (on behalf of the Former Equity Owners), on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare Former Equity Owners will execute and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance a manner consistent with the Allocation. None of Sellers, Purchaser Final Allocation Schedule and will not take a position in any Tax proceeding or any of their respective Affiliates shall take any position audit or otherwise that is inconsistent with the Final Allocation on Schedule; provided, however, that nothing contained herein will require the Former Equity Owners or Parent to contest, beyond the exhaustion of such party’s administrative remedies before any Taxing Authority or agency, and the Former Equity Owners and Parent will not be required to litigate before any court, including, without limitation, the United States Tax Return Court, any proposed deficiency or in adjustment by any Tax Proceeding, in Taxing Authority or agency that challenges such allocation. Parent and Representative will give prompt notice to each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) other of the Code (commencement of any tax audit or the assertion of any similar provision of applicable state, local proposed deficiency or foreign Law)adjustment by any Taxing Authority or agency that challenges such allocation.

Purchase Price Allocation. Sellers and Purchaser The Parties agree to (and agree to cause their respective Affiliates to) allocate that the Purchase Price shall be allocated among assets of the Company and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes Transferred Assets in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code (and any comparable provisions of state or local Law and, in the case of the Transferred Assets, in accordance with any applicable Canadian law) or any successor provision and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”)principles set forth in Schedule 5.7. If Parent disagrees with Purchaser’s Allocation, Parent may, The Purchasers shall deliver to Sellers within sixty (60) 90 days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed Closing Date an allocation of the Adjusted Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (associated liabilities and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594items) in accordance with the Allocationprevious sentence (the “Asset Allocation Schedule”). None of Sellers, Purchaser or To the extent that the Sellers object to any of their respective Affiliates the items on the Asset Allocation Schedule, the Sellers and the Purchasers shall resolve such disputed items in good faith. Within 30 days of receipt of the Asset Allocation Schedule, the Sellers shall give written notice to the Purchasers of any comments. The Purchasers, shall revise the Asset Allocation Schedule to reflect Sellers’ reasonable comments, and shall not finalize the Asset Allocation Schedule without the Sellers’ prior consent, not to be unreasonably withheld, conditioned or delayed. Each of the Sellers and the Purchasers shall file all Tax Returns (including Internal Revenue Service Form 8883) and information reports in a manner consistent with the Asset Allocation Schedule, and shall take any no position inconsistent with the Asset Allocation on Schedule. The Parties shall cooperate with each other in timely preparing an amended Internal Revenue Form 8883 or any other applicable Tax Return Returns or in any Tax Proceeding, in each case, except information reports reflecting all adjustments to the extent otherwise required Adjusted Purchase Price pursuant to this Agreement in a manner consistent with the Asset Allocation Schedule. The Parties confirm that no portion of the Purchase Price allocated to the Transferred Assets is being paid or allocated to a “determinationrestrictive covenant,” within as that term is defined for the meaning purposes of Section 1313(a) 56.4 of the Code Income Tax Act (Canada), as proposed by the Department of Finance Canada on October 24, 2012 (the “Legislative Proposals”) (or such similar provisions as may be finally enacted). If any portion of the Purchase Price allocated to the Transferred Assets is deemed by a Governmental Authority to be in respect of a “restrictive covenant,” then each Party agrees to execute and file any joint elections under Section 56.4 of the Income Tax Act (Canada) as per the Legislative Proposals (or such similar provisions as may be finally enacted) as may be requested by any other Party in respect of any “restrictive covenants” given under this Agreement or in connection with the transactions contemplated by this Agreement. The Parties shall make any similar provision of applicable stateprovincial election, local or foreign Law)as applicable.

Purchase Price Allocation. Sellers The Parties agree that the Purchase Price, the Assumed Liabilities and Purchaser agree to any other relevant items or adjustments (and agree to cause their respective Affiliates toall other capitalized costs) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, will be allocated among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined Purchased Assets in a manner consistent with Sections 338 and Section 1060 of the Code Code, the regulations promulgated by the U.S. Department of Treasury thereunder, and the Treasury Regulations promulgated thereunder principles set forth in Schedule 6.2. Following the Closing Date, Seller will prepare and deliver to Purchaser a draft allocation schedule (the “Purchaser’s AllocationProposed Allocation Schedule”). If Parent disagrees with Purchaser’s AllocationPurchaser shall be entitled to propose to Seller any reasonable changes (such proposal, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the an “Parent’s Allocation Objection Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation the Proposed Allocation Schedule within 20 days of the Purchase Price (receipt thereof. If Purchaser does not timely file an Allocation Objection Notice, such Proposed Allocation Schedule shall be deemed the “Final Allocation Schedule”. If Purchaser timely delivers an Allocation Objection Notice to Seller, Purchaser and other relevant amounts)Seller agree to negotiate in good faith to agree upon the Proposed Allocation Schedule, and the allocation as agreed to in writing by the Parties shall be deemed the Final Allocation Schedule. Unless otherwise required by applicable Law, all Returns filed, and Tax positions taken, by Purchaser and Seller will be consistent with such Final Allocation Schedule. If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement values set forth on the Final Allocation Schedule are disputed items or amounts in order by any Tax authority, as between Purchaser and Seller, the Party receiving notice of such dispute promptly will notify the other Party concerning the existence of such dispute and the Parties will consult with each other with respect to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant all issues related to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent Final Allocation Schedule in connection with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)dispute.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) No later than 60 days after the Closing Date, Purchaser Buyer shall deliver to Parent Seller a proposed allocation of the Purchase Price (and any other relevant amounts) items that are treated as additional consideration for Tax purposes as of the Closing Date, which allocation Date among the assets of the Company and other appropriate items (“Buyer’s Allocation”). Buyer’s Allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and the Section 1060 of the Code and the Treasury Regulations promulgated thereunder (or applicable rules in the “Purchaser’s Allocation”)jurisdiction in which the relevant assets of the Company are located. If Parent Seller disagrees with PurchaserBuyer’s Allocation, Parent Seller may, within sixty (60) 30 days after delivery of PurchaserBuyer’s Allocation, deliver a notice (the “ParentSeller’s Allocation Notice”) to Purchaser Buyer to such effect, specifying those items as to which Parent Seller disagrees and setting forth ParentSeller’s proposed allocation of the Purchase Price (and other relevant amounts)allocation. If the ParentSeller’s Allocation Notice is duly delivered, Parent Buyer and Purchaser Seller shall, during the twenty (20) 20 days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price AllocationPrice. If Parent Buyer and Purchaser Seller are unable to reach such agreement, they shall promptly thereafter cause retain an independent accounting firm of recognized international standing that is not the Independent Accounting Firm auditor of either the Seller or the Buyer (the “Arbiter”) to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts)allocations, as prepared by Purchaser Buyer if no ParentSeller’s Allocation Notice has been givenduly given pursuant to this Section 8.2, as adjusted pursuant to any agreement between Parent Seller and Purchaser Buyer or as determined by the Independent Accounting Firm Arbiter (the “AllocationAllocations”) ), shall be conclusive and binding on all PartiesParent, Seller and Buyer. The Allocation Neither Buyer nor Parent or Seller shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to each shall cause their respective AffiliatesAffiliates not to) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation Allocations on any Tax Return or in any Tax ProceedingProceeding related to Tax, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar analogous provision of applicable state, local or foreign Applicable Law). Seller and Buyer shall file all Tax Returns consistent with the Allocations. Any subsequent adjustments to the Purchase Price or shall be allocated among the assets of the Company in a manner that is consistent with the Allocations.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the The Purchase Price paid to RAHI and any assumed liabilities treated as amount realized, for Tax purposes, paid to RASL shall be allocated among the assets and shares deemed sold of any Target Company treated as a disregarded entity for U.S. federal income Tax purposes tax purposes, and among the assets of any Target Subsidiary with respect to which a 338(h)(10) election has been made, as reasonably determined by Buyer and consented to by Parent, such consent not to be unreasonably withheld, in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and any comparable provisions of state, local or foreign law, as appropriate. Such allocations shall be set forth on a schedule to be prepared by the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Buyer and delivered to Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) 90 days after delivery the determination of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.72.9(b). Parent shall have 20 days following delivery of the allocations schedule to him to give written notice to Buyer (which notice shall contain reasonable supporting details) that Parent disputes the allocations set forth on such schedule. If Parent does not respond to Buyer within 20 days following delivery of the allocation schedule, Section 2.9 or Section 7.10. Any such adjustment Parent shall be allocated deemed to have consented to the asset, assets, share or shares (if any) allocation set forth on such schedule. With respect to any items to be included on the allocations schedule as to which such adjustment is attributable; the Buyer and Parent are unable to agree, the allocations proposed by the Buyer shall be reflected on the allocations schedule provided that to the extent there are no Neutral Accountant determines that such assets or shares, allocation is reasonable. Buyer shall pay one half of the cost of any review by the Neutral Accountant under this Section 10.8(d) and Parent shall bear the other half of such adjustment cost. Parent and its Affiliates and Buyer and its Affiliates shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 including amended returns and 8594claims for refund) in accordance consistent with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)such allocation.

Purchase Price Allocation. Sellers and Purchaser agree If Seller objects to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realizedAllocation, for Tax purposes, among then Seller shall provide Buyer written notice thereof within thirty (30) days after receiving the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after If the Closing Date, Purchaser shall deliver Parties are unable to Parent a proposed allocation of agree on any matter set forth in the Purchase Price Allocation, the Parties shall refer such dispute to the Arbiter, which firm shall make a final and binding determination as to the matters in dispute within thirty (30) days following its appointment, and other relevant amounts) as promptly shall notify the parties in writing of its resolution. Any Purchase Price Allocation determined pursuant to the decision of the Closing Date, which allocation Arbiter shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (thereunder. Each party shall be liable for and pay one-half of the “Purchaser’s Allocation”)fees and other costs charged by the Arbiter. If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) Seller and Buyer shall use commercially reasonably efforts to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of update the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation a manner consistent with Section 1060 of the Code following any adjustment to the allocable Purchase Price (and or any other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold amounts constituting consideration for U.S. federal income Tax purposespurposes pursuant to this Agreement. Sellers Seller and Purchaser agree (Buyer shall use commercially reasonably efforts to update the Purchase Price Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the allocable Purchase Price or any other amounts constituting consideration for federal income Tax purposes pursuant to this Agreement. Seller and agree to Buyer shall and shall cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited Affiliates to, IRS Forms 8883 and 8594report consistently with the Purchase Price Allocation (as finally resolved pursuant to this subsection) in accordance all Tax Returns, including IRS Form 8594, which Seller and Buyer shall timely file with the Allocation. None IRS, and none of Sellers, Purchaser or any of their respective Affiliates the Parties shall take any position in any Tax Return that is inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).Purchase Price

Purchase Price Allocation. Sellers and The consideration (including the Assumed Liabilities) delivered by Purchaser agree to (and agree Seller pursuant to cause their respective Affiliates to) allocate this Agreement shall be allocated among the Purchased Assets in accordance with the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Allocation Methodology Schedule IV attached hereto as Annex B (the “Purchase Price AllocationAllocation Methodology Schedule”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect the Parties acknowledge and be agree is consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. Within ninety (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (6090) days after delivery of Purchaser’s Allocationfollowing the Closing, deliver Purchaser shall provide to Seller a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed draft allocation of the Purchase Price consideration (and other relevant amounts). If including the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amountsAssumed Liabilities), which allocation shall incorporate, reflect and be consistent prepared in accordance with the Purchase Price AllocationAllocation Methodology Schedule. Seller shall have fifteen (15) days following receipt of such draft allocation to notify Purchaser of any disagreements or objections that Seller has to such draft allocation. If Parent and Purchaser are unable Seller does not provide such notice, Seller shall be deemed to reach have consented to such agreementdraft allocation. If Seller provides such notice, they the Parties shall promptly thereafter cause the Independent Accounting Firm cooperate in good faith to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser disagreement or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributableobjection; provided that to the extent there the Parties are no not able to resolve any such assets disagreement or sharesobjection within seven (7) days, the Parties shall (i) submit such adjustment shall be allocated pro rata among dispute to an independent accounting firm mutually agreeable to the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree Parties (and agree to cause their respective Affiliatesthe “Independent Accountant”), (ii) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance reasonably cooperate with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent Independent Accountant with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except respect to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) its resolution of the Code draft allocation and (or iii) and each bear one-half of any similar provision fees of applicable state, local or foreign Law).the Independent Accountant. The Independent Accountant’s resolution of

Purchase Price Allocation. Sellers and Purchaser The parties hereto agree to (treat the purchase of the Units as a purchase of the assets of the Company for U.S. federal and, to the extent permitted by Law, applicable state and agree to cause their respective Affiliates to) local income Tax purposes. Seller and Buyer shall allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets of the Company and shares deemed sold for U.S. federal income Tax purposes the services to be received pursuant to the Transition Services Agreement (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. Within one-hundred and twenty (120) days of the “PurchaserClosing Date, Buyer shall prepare and deliver to Seller the Allocation Schedule for Seller’s Allocation”)review and approval. If Parent disagrees with Purchaser’s Allocation, Parent mayIf, within sixty thirty (6030) days following the delivery of the Allocation Schedule, Seller notifies Buyer in writing that Seller disputes any calculation in the Allocation Schedule, Buyer and Seller shall cooperate in good faith to resolve such dispute. Should Buyer and Seller fail to reach an agreement within thirty (30) days after delivery Seller notifies Buyer of Purchaser’s Allocationsuch dispute, deliver a notice Buyer and Seller shall bring all disputes relating to the preparation of such allocation to the Valuation Firm for resolution, whose decisions shall be final and binding on the parties (and reflected on the “Parent’s Allocation Notice”Schedule) and whose expenses shall be paid equally by Buyer on one hand and Seller on the other. If the Valuation Firm is unable to Purchaser resolve such dispute prior to such effect, specifying those items as the filing of any Tax Return to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (allocation made pursuant to this Section 1.7 is relevant, each of Buyer and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts Seller shall be entitled to reach agreement on the disputed items or amounts in order take its own position with respect to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one handapplicable Tax Return, and Purchaserthe filing of which shall not prejudice or otherwise control the Valuation Firm’s resolution of such matter. Without limiting the foregoing, on the other hand. The allocation of the Purchase Price Allocation Schedule (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to or any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”update thereto) shall be conclusive absent manifest error and shall be final and binding on all Partiesupon the parties. The Allocation Seller and Buyer shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if anyi) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign income Tax Returns (including, but not limited to, including IRS Forms 8883 and Form 8594) in accordance a manner consistent with the Allocation. None of Sellers, Purchaser Allocation Schedule (or any update thereto), if such Allocation Schedule is agreed prior to the filing of their respective Affiliates shall any such Tax Return, and (ii) take any no position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code Schedule (or any similar provision of applicable stateupdate thereto) in any income Tax Return, local or foreign Law)any income Tax proceeding before any Taxing Authority.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate The Final Purchase Price, plus the Purchase Price and any assumed amount of the Companies’ liabilities treated as included in the amount realized, realized on the sale of the Companies’ assets for federal income Tax purposes, shall be allocated among the assets and shares deemed sold for U.S. federal income Tax purposes of the Companies in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder thereunder. Purchaser shall prepare and deliver to Sellers an allocation schedule setting forth Purchaser’s determination of the allocation (the “Purchaser’s AllocationAllocation Schedule”). If Parent disagrees with Purchaser’s Allocation, Parent may, ) within sixty ninety (6090) days after delivery of Purchaser’s Allocationthe Execution Date. Sellers shall have fifteen (15) days to review the Allocation Schedule and either notify Purchaser that they are in agreement with such Allocation Schedule or deliver, deliver a notice (the “Parent’s Allocation Notice”) to in writing, any objections that they may have with respect thereto. If Sellers notifies Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation that they disagree with any aspect of the Purchase Price (Allocation Schedule, Purchaser and other relevant amounts)Sellers shall work together in good faith to resolve any such disagreement. If any dispute regarding the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty Schedule remains unresolved after forty five (2045) days following Purchaser’s delivery of such deliveryAllocation Schedule to Sellers, use commercially reasonable efforts then such disagreement shall be immediately submitted to reach agreement on the disputed items or amounts Independent Accounting Firm, which shall be instructed to resolve such disagreement within thirty (30) days after such disagreement is submitted to it for resolution and shall notify Purchaser and Sellers in order to determine the allocation writing of its resolution. The Independent Accounting Firm’s resolution of the Purchase Price disagreement shall be final and binding on Purchaser and Sellers. Purchaser and Sellers shall file all Tax Returns (and other relevant amounts), which allocation shall incorporate, reflect and be including IRS Form 8594) in a manner consistent with the agreed upon or final Allocation Schedule and neither Purchaser nor Sellers shall take any position (whether in Tax Proceedings, on Tax Returns, or otherwise) that is inconsistent with such Allocation Schedule except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service or by court decision. In the event the Base Purchase Price Allocationis adjusted pursuant to Section 2.06 or Article IX, Purchaser shall promptly prepare and deliver to Sellers an updated Allocation Schedule reflecting such adjustment, and any Sellers’ disagreement with such adjustment shall be resolved in the same manner as a disagreement over the original Allocation Schedule. If Parent and Purchaser are unable to reach such agreementincurred, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by of the Independent Accounting Firm shall be borne equally fifty percent (50%) by Purchaser and fifty percent (50%) by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Purchase Price Allocation. Sellers Purchaser and Purchaser Parent shall promptly and in good faith agree to (and agree to cause their respective Affiliates to) allocate upon an allocation of the portions of the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among paid by Purchaser to Parent in respect of the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto Acquired Companies (the “Purchase Price AllocationApportionment”); provided that the portion of the Purchase Price allocated to the US Entity shall not exceed Five Million Dollars ($5,000,000). Within one hundred twenty (120) days after The Parties agree that the Closing Date, Purchaser shall deliver to Parent a proposed allocation portion of the Purchase Price (and other relevant amountsplus any assumed liabilities properly included in purchase price for U.S. federal income tax purposes) as in respect of the Closing Date, which allocation Acquired Companies shall incorporate, reflect and be consistent allocated in accordance with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Purchase Price Allocation”). The Parties agree to act in accordance with the Purchase Price Allocation as determined pursuant to this Section 2.8 in any relevant Tax Returns or filings, including any forms or reports required to be filed pursuant to Section 1060 of the Code, the Treasury Regulations promulgated thereunder or any provisions of local, state and foreign law, and to cooperate in the preparation of any such forms and to file such forms in the manner required by Applicable Law. Within thirty (30) days after the Closing Date (or at such time as otherwise mutually agreed to by the parties in writing), Purchaser shall prepare the Purchase Price Allocation and deliver it to Parent for review and approval. If Parent disagrees with Purchaser’s Allocation, Parent may, and Purchaser have not mutually agreed to the Purchase Price Allocation within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice following Closing (or at such time as otherwise mutually agreed to by the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts parties in order to determine the allocation of the Purchase Price (and other relevant amountswriting), which allocation the matters in dispute between them shall incorporate, reflect be referred to the Neutral Auditor whose determination shall be final and be consistent with binding upon the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputesparties. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated reflected in the Purchase Price Apportionment as an adjustment to the assetPurchase Price paid for the Company Interests or the U.S. Entity Interests, assetsas applicable, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such the adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except relates to the Company Interests or the U.S. Entity Interests, as applicable. To the extent otherwise required pursuant subsequent adjustments are made to a “determination” within the meaning of Section 1313(a) portion of the Code (or any similar provision Purchase Price in respect of applicable statethe U.S. Entity Interests, local or foreign Law)Parent shall make appropriate modifications to the Purchase Price Allocation to take into account such adjustments subject to review by Purchaser.

Purchase Price Allocation. Sellers and Purchaser agree to Not later than thirty (and agree to cause their respective Affiliates to30) allocate Business Days after the final determination of Purchase Price pursuant to Section 2.06(b), Parent shall prepare and any deliver to the Sellers an allocation schedule setting forth Parent’s determination of the allocation of the Merger Consideration and assumed liabilities treated as amount realized, for Tax purposes, (or deemed assumed) obligations to the extent properly taken into account under the Code among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent Acquired Companies that complies with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 Section 755 of the Code and the Treasury Regulations regulations promulgated thereunder (the “Purchaser’s Allocation”). If The Sellers and Parent disagrees with Purchaser’s Allocation, Parent may, shall work in good faith to resolve any disputes relating to the Allocation within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts)30 days. If the Parent’s Allocation Notice is duly delivered, Sellers and Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm such dispute, such dispute shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed resolved promptly by the Independent Accounting Firm Accountants, the costs of which shall be borne equally by the Sellers, on the one hand, and PurchaserParent, on the other hand. The allocation Sellers and Parent shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 755 of the Code following any adjustment to the allocable Purchase Price (and or any other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted amounts constituting consideration for federal Income Tax purposes pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Partiesthis Agreement. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (Parent shall, and agree to shall cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited Affiliates to, IRS Forms 8883 and 8594) in accordance report consistently with the Allocation. None Allocation in all Tax Returns, and none of Sellers, Purchaser or any of their respective Affiliates the Parties shall take any position in any Tax Return that is inconsistent with the Allocation on any Tax Return or in any Tax ProceedingAllocation, as adjusted, in each case, except unless required to the extent otherwise required pursuant to do so by a “determination” within the meaning of final determination as defined in Section 1313(a) 1313 of the Code (or with the consent of the other Parties, which shall not be unreasonably withheld, conditioned or delayed. Each of the Sellers and Parent agrees to promptly advise each other regarding the existence of any similar provision Tax audit, controversy or litigation related to the Allocation; provided, that nothing in this Section 6.03 shall require any of applicable state, local the Parties to litigate before any court any proposed deficiency or foreign Law)adjustment by any Taxing Authority challenging the Allocation.

Purchase Price Allocation. Sellers and Purchaser agree (a) Notwithstanding anything to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realizedcontrary herein, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (plus Assumed Liabilities to the extent properly taken into account under the Code and other relevant amountsthe Treasury Regulations promulgated thereunder) as of shall be allocated among the Closing DatePurchased Assets, which allocation shall incorporate(and, reflect to the extent appropriate under applicable Law, the Sublease, the Real Property License and be consistent the licenses and covenant not to compete contained in the IP License Agreement) in accordance with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and applicable Law, including Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the principles set forth in Exhibit K. Purchaser shall provide Seller Parent with a preliminary Allocation no later than ninety (90) days after the Closing Date. If Seller Parent disagrees with any item reflected on the preliminary Allocation provided by Purchaser, Seller Parent shall notify Purchaser of such disagreement and its reasons for so disagreeing within thirty (30) days of receipt of such Allocation, in which case Seller Parent and Purchaser shall attempt to resolve in good faith the disagreement. If Seller Parent does not notify Purchaser of a disagreement within such thirty (30) day period, the preliminary Allocation prepared by Purchaser shall become the final Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to To the extent otherwise required pursuant to Seller Parent and Purchaser cannot agree on a “determination” within the meaning of Section 1313(a) mutually acceptable determination and/or allocation of the Code consideration within fifteen (or any similar provision 15) days following Purchaser’s receipt of applicable stateSeller Parent’s objections (if any), local or foreign Law)such determination and/or allocation shall be made by a nationally recognized firm of independent public accountants agreed upon by Seller Parent and Purchaser, within fifteen (15) days following the referral of the matter to such firm of independent public accountants) and whose decision shall be final and binding and whose expenses shall be shared equally by Seller Parent and Purchaser.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) Not later than 120 days after the Closing Date, Purchaser the Buyer shall deliver to Parent provide the Seller with a proposed draft allocation of the Purchase Price (together with any liabilities treated as assumed, and other relevant amountsitems properly treated as purchase price, for U.S. federal income Tax purposes) as of among the Closing DatePurchased Assets acquired by the Buyer hereunder (the “Initial Allocation”), which allocation shall incorporate, reflect and be consistent prepared in accordance with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”)thereunder. If Parent disagrees with Purchaserthe Seller does not provide any written comments to the Buyer’s Allocation, Parent may, proposed Initial Allocation in writing within sixty (60) 30 days after delivery of Purchaser’s the Initial Allocation, deliver a notice (the “Parent’s Initial Allocation Notice”) proposed by the Buyer shall be deemed to Purchaser be agreed to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of by the Purchase Price (and other relevant amounts)Seller. If the Parent’s Seller provides written comments to the Initial Allocation Notice is duly deliveredwithin such 30 days, Parent the Seller and Purchaser shall, during the twenty (20) days following such delivery, Buyer shall negotiate in good faith and shall use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine agree upon the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputesPrice. Any allocation of dispute that cannot be resolved through negotiations between the Purchase Price (Seller and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm Buyer shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed resolved by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other handin a manner consistent with Section 2.8(a). The allocation of the Purchase Price (and other relevant amounts)among the Purchased Assets acquired by the Buyer hereunder, as prepared finally agreed to by Purchaser if no Parent’s Allocation Notice has been given, the Buyer and the Seller or as adjusted otherwise determined pursuant to any agreement between Parent and Purchaser or this Section 2.10, shall be referred to as determined by the Independent Accounting Firm (the “Final Allocation”) shall be conclusive and binding on all Parties. .” The Final Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to binding on the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any Seller and the Buyer and each of the Buyer and the Seller shall report the transactions contemplated hereby in manner consistent with such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold Final Allocation for U.S. federal income Tax purposes. Sellers tax purposes and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but shall not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation therewith on any Tax U.S. federal income tax Return or in before any Tax Proceeding, in each case, except taxing authority with respect to the extent U.S. federal income taxes unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of by applicable state, local or foreign Law).

Purchase Price Allocation. Sellers and Purchaser The Parties agree to (and agree to cause their respective Affiliates to) allocate treat the Purchase Price and any assumed liabilities treated purchase of the Company Interests contemplated by this Agreement as amount realized, for Tax purposes, among the a sale of assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto tax purposes. No later than ninety (the “Purchase Price Allocation”). Within one hundred twenty (12090) days after the Closing Final Settlement Date, Purchaser Buyers shall prepare and deliver to Parent Sellers a proposed allocation (the “Proposed Allocation”) of the Purchase Price purchase price (and other relevant amountsas determined for U.S. federal income tax purposes) as among the separate classes of assets of each of the Closing Date, which allocation shall incorporate, reflect and be Company Entities consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”and any similar provision of state, local or foreign Law, as appropriate). If Parent disagrees Sellers disagree with Purchaser’s any items reflected in the Proposed Allocation, Parent may, then Sellers shall notify Buyers in writing of such disputed items within sixty thirty (6030) days after delivery receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of Purchaser’s Allocation, deliver a notice thirty (30) days (or such longer period as mutually agreed by the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amountsparties). If To the Parent’s Allocation Notice is duly delivered, Parent extent that Sellers and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser Buyers are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any disputed items, the Parties shall jointly submit any remaining disputes. Any allocation of the Purchase Price (and disputed items for resolution to an independent “Big Four” accounting firm or other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed nationally recognized accounting firm mutually agreed upon by the Independent Accounting Firm Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be borne equally by final and binding on the Parties. Sellers, on the one hand, and PurchaserBuyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted finally agreed or determined pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (this Section 2.3 shall be the “Final Allocation”) shall be conclusive and binding on all Parties. .” The Final Allocation shall be adjustedbinding on the Buyers, as necessarythe Company Entities and the Sellers and their Affiliates for all purposes, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets including for Tax and shares deemed sold for U.S. federal income Tax financial accounting purposes. The Buyers, the Company Entities and the Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare Affiliates shall report, act, and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and including Internal Revenue Service Form 8594) in accordance all respects and for all purposes consistent with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates Final Allocation and shall not take any position inconsistent with the Allocation on contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Tax Return Party from settling, or require any Party to commence or participate in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Code (or any similar provision of applicable state, local or foreign Law)Final Allocation.

Purchase Price Allocation. Sellers and Purchaser agree Unless Buyer timely elects to (and agree to cause their respective Affiliates to) allocate structure the Purchase Price and any assumed liabilities treated transactions contemplated by this Agreement as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes a G Reorganization in accordance with Schedule IV attached hereto and pursuant to Article 11, no later than thirty (the “Purchase Price Allocation”). Within one hundred twenty (12030) days after to the Closing Date, Purchaser the Company shall deliver to Parent Buyer a proposed allocation of schedule allocating the Purchase Price (and other relevant amountsany adjustments thereto as determined for U.S. federal income tax purposes) as (i) between each Seller and (ii) among the Purchased Assets (the “Allocation Schedule”); provided, notwithstanding the foregoing, the Company shall timely prepare, subject to consent of Buyer which shall not be unreasonably withheld, any portion of the Closing DateAllocation Schedule necessary for the Parties to comply with Section 4.07. The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code, which allocation the regulations promulgated thereunder, and any similar provision of applicable Law. The Allocation Schedule shall incorporatebe deemed final unless Buyer notifies the Company in writing that Buyer objects to one or more items reflected in the Allocation Schedule within forty-five (45) Business Days after delivery of the Allocation Schedule to Buyer. In the event of any such objection, reflect Buyer and be consistent with the Purchase Price Company shall negotiate in good faith to resolve such dispute. If Buyer and the Company reach an agreement regarding the Allocation and be determined Schedule, the Parties shall file all Tax Returns, including Form 8594 (Asset Acquisition Statement under Code Section 1060), in a manner consistent with Sections 338 the Allocation Schedule and 1060 shall not take any position inconsistent therewith upon examination of the Code any Tax Return, in any Tax refund claim, in any Action related to Taxes, or otherwise unless otherwise required by applicable Law. If Buyer and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser Company are unable to reach such agreementa timely resolution of any dispute regarding the Allocation Schedule, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation each of the Purchase Price (Parties shall be entitled to adopt its own position regarding the Allocation Schedule and to report the federal, state and local income and other relevant amounts) determined pursuant to the decision Tax consequences of the Independent Accounting Firm shall incorporate, reflect purchase and be sale contemplated hereby in a manner consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any its own position inconsistent with regarding the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Schedule.

Purchase Price Allocation. Sellers Seller and Purchaser Buyer agree to (and agree to cause their respective Affiliates to) allocate that the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, shall be allocated among the assets Purchased Assets and shares deemed sold for U.S. federal income Tax purposes the Shares, and the portion of the Purchase Price allocated to the Purchased Assets shall be allocated among the Purchased Assets in accordance with Schedule IV attached hereto Section 1060 of the Code, pursuant to an allocation schedule (the “Purchase Price AllocationAllocation Schedule”)) as agreed by Buyer and Seller in accordance with this Section 2.9. Within one hundred twenty Buyer shall provide to Seller the Allocation Schedule within ninety (12090) days after the First Closing Date. Thereafter, Seller shall have thirty (30) days either to (a) agree with and accept the Allocation Schedule or (b) in good faith suggest changes to the Allocation Schedule and attempt to agree with Buyer as to the contents of the Allocation Schedule. Seller and Buyer shall provide each other promptly with any other information required to complete the Allocation Schedule. If Seller and Buyer agree on the Allocation Schedule within one hundred and thirty-five (135) days following the First Closing Date, Purchaser Seller and Buyer shall deliver to Parent a proposed allocation of the Purchase Price file IRS Form 8594 and any required attachments thereto (“Form 8594”), together with all federal, state and other relevant amounts) as of the Closing Datelocal Tax Returns, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and in accordance with the Allocation Schedule. In addition, Seller and Buyer hereby undertake and agree to timely file any information that may be required to be filed pursuant to the U.S. Treasury Regulations promulgated under Section 1060(b) of the Code in a manner consistent with and in accordance with the Allocation Schedule. In any proceeding related to the determination of any Tax, neither Buyer nor Seller shall contend or represent that the Allocation Schedule is not a correct allocation of the Purchase Price. If Seller and Buyer are unable to reach an agreement within one hundred and thirty-five (135) days following the First Closing Date, Seller and Buyer shall, within fifteen (15) days after the expiration of such one hundred and thirty-five (135) day period, at their joint expense, engage the Independent Accounting Firm to determine the appropriate Allocation Schedule, and they shall use their commercially reasonable efforts to cause the Independent Accounting Firm to determine the Allocation Schedule in a manner that is reasonable and in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent maythereunder, within sixty thirty (6030) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to it is retained for such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation purpose. The determination of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed Schedule by the Independent Accounting Firm shall be borne equally by Sellersbinding on Seller and Buyer. Not later than thirty (30) days prior to filing its respective Form 8594 relating to this transaction, on Seller and Buyer shall each deliver to the one handother party a copy of its Form 8594, and Purchaserwithin ten (10) days after filing its Form 8594 with the IRS pursuant to this Section 2.9, on each Party shall provide the other handwith a copy of such form as filed. The allocation of To the Purchase Price (and other relevant amounts)extent required by applicable Law, as prepared by Purchaser if no Parent’s the Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall will be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, revised to reflect any subsequent adjustments to adjustment of the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)this Agreement.

Purchase Price Allocation. Sellers Parent and Purchaser Company agree to (and agree allocate and, as applicable, to cause their respective relevant Affiliates to) allocate to allocate, the Purchase Price Merger Consideration (and any assumed liabilities other items that are treated as amount realized, additional consideration for Tax purposes, ) among the assets and shares deemed sold for U.S. federal income Tax purposes of the Company in accordance with Schedule IV attached hereto the allocation principles set forth on Section 6.14 of the Disclosure Schedule. No later than thirty (the “Purchase Price Allocation”). Within one hundred twenty (12030) days after prior to the Closing Date, Purchaser Parent shall deliver to Parent Company a proposed allocation of the Purchase Price Merger Consideration (and any other relevant amountsitems that are treated as additional consideration for Tax purposes) as of the Closing Dateto Company, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder and Section 6.14 of the Disclosure Schedule (the “PurchaserParent’s Allocation”). If Parent Company disagrees with PurchaserParent’s Allocation, Parent Company may, within sixty fifteen (6015) days after delivery of PurchaserParent’s Allocation, deliver a notice (the “ParentCompany’s Allocation Notice”) to Purchaser Parent to such effect, specifying those items as to which Parent Company disagrees and setting forth ParentCompany’s proposed allocation of the Purchase Price (and other relevant amounts)allocation. If the ParentCompany’s Allocation Notice is duly delivered, Company and Parent and Purchaser shall, during the twenty ten (2010) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price Merger Consideration (and any other relevant amounts)items that are treated as additional consideration for Tax purposes) and, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If unless Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any Company do not agree on an allocation of the Purchase Price (Merger Consideration, Parent and Company agree to file IRS Form 8594 and any other relevant amounts) determined pursuant to tax filings consistently with such agreed allocation. Notwithstanding the decision of foregoing, in the Independent Accounting Firm shall incorporate, reflect event that Parent and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, Company do not agree on the one hand, and Purchaser, on the other hand. The an allocation of the Purchase Price Merger Consideration (and any other relevant amounts), items that are treated as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”additional consideration for Tax purposes) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets of Company, Parent and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree Company shall each be entitled to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any reasonable position inconsistent with the Allocation on any Tax Return or in any Tax Proceedingrespect thereto, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of provided that such position is consistent with Section 1313(a) 6.14 of the Code (or any similar provision of applicable state, local or foreign Law).Disclosure Schedule. ARTICLE VII

Purchase Price Allocation. Sellers and Purchaser agree to Within ninety (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (12090) days after the Closing Date, Purchaser Buyer shall deliver prepare and cause to Parent be delivered to Seller a proposed draft allocation of the Purchase Price consideration delivered pursuant to this Agreement (and all other relevant amountscapitalized costs) as of among the Closing Date, which allocation shall incorporate, reflect and be consistent Assets in accordance with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated issued thereunder (and any similar provision of state, local or other applicable law, as appropriate) (the “Purchaser’s AllocationDraft Allocation Schedule”). Buyer will give Seller reasonable opportunity to review and comment on the Draft Allocation Schedule, and the final allocation will be as mutually agreed between Seller and Buyer (such agreed allocation, the “Final Allocation Schedule”). Seller, Buyer and their respective Affiliates shall report and file any Tax Returns (including IRS Form 8594) in all respects and for all purposes consistent with the Final Allocation Schedule. Seller and Buyer shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as the other Party shall reasonably request to prepare the Draft Allocation Schedule or Final Allocation Schedule. Neither Buyer nor Seller shall take any position (whether on any Tax Returns, in any Tax proceeding, or otherwise) that is inconsistent with the Final Allocation Schedule, unless required to do so by applicable Legal Requirements. If Parent disagrees with Purchaser’s Allocationthe Parties cannot agree on such allocation, Parent maythe Parties shall use commercially reasonable efforts to resolve any disputes, but if a final resolution is not reached within sixty thirty (6030) days after following the delivery of Purchaser’s Allocationthe Draft Allocation Schedule to Buyer, deliver a notice notwithstanding any provision to the contrary contained in this Agreement, then the Independent Accounting Firm shall review the Parties’ proposed allocations and, acting as an expert and not as an arbitrator, shall as promptly as practicable (and in any event within thirty (30) days following submission of the “Parent’s Allocation Notice”matter to the Independent Accounting Firm for resolution) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed decide the proper allocation of the Purchase Price (and other relevant amounts)among the Assets. If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the Such decision of the Independent Accounting Firm shall incorporatebe conclusive and binding as among the Parties, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm costs of such review shall be borne equally by SellersSeller, on one hand, and Buyer, on the other hand, in proportion to the relevant dollar amount each of Seller’s proposed allocation, on the one hand, and Purchaseror Buyer’s proposed allocation, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)modified.

Purchase Price Allocation. Sellers (a) The parties have agreed upon the amount of the Preliminary Allocated Price for the Seller’s interest in each of the Hotels, the Management Interest and Purchaser the Minority Owned Entities, which amounts are set forth on Schedules 2.1(a)-(e). The Buyer and the Seller agree to (and agree to cause their respective Affiliates to) allocate that where the Purchase Preliminary Allocated Price and of any assumed liabilities treated as amount realizedHotel is a negative value, the Closing Allocated Price shall be $0.00 for Tax United States federal income tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment aggregate negative value shall be allocated pro rata among the assets other Hotels, the Management Interest and shares deemed sold the Minority Owned Entities being purchased hereunder based on the Preliminary Allocated Prices of such other interests. By written notice to the Seller given not less than ten (10) Business Days prior to the Closing, the Buyer may modify the Preliminary Allocated Price for U.S. federal income Tax purposesany such interest within the range permitted in Schedules 2.1(a)-(e), as applicable (each such Preliminary Allocated Price as modified the “Closing Allocated Price”), provided, however, that the total amount of all Closing Allocated Prices shall at all times equal the Unadjusted Purchase Price, as it may be adjusted pursuant to the terms of this Agreement. Sellers and Purchaser agree (and agree The Closing Allocated Price of each property shall be set forth on Schedules 2.1(a)-(e), which shall be delivered by the Buyer to cause their respective Affiliates) to prepare and file all relevant federalthe Seller at Closing, stateprovided, local and foreign Tax Returns (includinghowever, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except that to the extent otherwise required pursuant such allocations result in change in the total amount of Transfer Taxes allocated to a “determination” within the meaning Seller as set forth on Schedule 3.9, such difference shall be borne by the Buyer. In the event of Section 1313(a) of any purchase price adjustment hereunder, the Code (or Seller and the Buyer agree to adjust any similar provision of applicable state, local or foreign Law)previously agreed purchase price allocation to reflect such purchase price adjustment and to file Tax Returns consistent with such agreed allocation.

Purchase Price Allocation. Sellers Purchaser and Purchaser Seller agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes comprising the Property in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation rules and principles of section 1060 of the Purchase Price (Code, and other relevant amounts) as of the Closing Date, which allocation regulations promulgated thereunder. All tax returns and reports filed by Purchaser and Seller with respect to the transactions contemplated by this Contract shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined prepared in a manner consistent with Sections 338 such allocation. Purchaser and 1060 of Seller shall cooperate with one another in an effort to agree upon such allocation prior to the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”)Closing. If Parent disagrees with Purchaser’s Allocation, Parent mayIn this regard, within sixty fifteen (6015) days after delivery of Purchaser’s Allocationthe Contract Date, deliver a notice Purchaser shall prepare and submit to Seller for its review Internal Revenue Service Form 8594. Seller shall have fifteen (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (2015) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order object to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocationon such Form 8594. If Parent Seller does not object within such fifteen (15) day period, Seller shall be deemed to have approved the filing of Form 8594 in the manner proposed by Purchaser. If Seller objects to the Form 8594 proposed by Purchaser within such fifteen (15) day period, Seller and Purchaser are unable shall endeavor to reach such agreement, they shall promptly thereafter cause mutually determine the Independent Accounting Firm to resolve any remaining disputes. Any proper allocation of the Purchase Price (and other relevant amounts) determined pursuant on such form prior to the decision Close of Escrow. In the Independent Accounting Firm shall incorporate, reflect event that Purchaser and be consistent with the Purchase Price Allocation. All fees and expenses relating Seller cannot reach agreement as to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The proper allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments Form 8594 prior to the Purchase Price pursuant to Section 2.7Close of Escrow, Section 2.9 or Section 7.10. Any such adjustment Accountants shall be allocated to determine the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise proper allocation required pursuant to a “determination” within the meaning of Section 1313(a) by section 1060 of the Code (or any similar provision and shall prepare and submit to Purchaser and Seller Form 8594 consistent therewith. Such Form 8594 shall be prepared by Accountants concurrently with the preparation of applicable statethe Final Closing Statements pursuant to SECTION 7.1. Both Purchaser and Seller hereby agree to be bound by such allocation, local or foreign Law).and to file such Form 8594 with their respective tax

Purchase Price Allocation. Sellers and Purchaser agree to The Purchase Price (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, all other capitalized costs or other items of consideration for Tax purposes, including any adjustments thereto, shall be allocated among the assets and shares deemed sold for U.S. federal income Tax purposes Purchased Assets in accordance with Code Section 1060 and the Treasury regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). The parties agree that Schedule IV attached hereto 3.5 sets forth a reasonable example of such allocation. Within thirty (30) days following the determination of the final Purchase Price and the Reimbursable Expenses pursuant to Section 3.4, Purchaser shall prepare an allocation of the Purchase Price substantially consistent with Schedule 3.5 (the “Purchase Price Allocation”). Within one hundred twenty Seller shall notify Purchaser of any objections Seller has to the Purchase Price Allocation within ten (12010) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of its receipt of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “from Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent Seller and Purchaser are unable to reach such agreementagree on the allocation, they shall promptly thereafter cause the Independent unresolved allocations will be submitted to the Accounting Firm Arbitrator, who will be instructed to resolve any remaining disputes. Any allocation determine its best estimate of the Purchase Price allocation schedule based on its determination of the unresolved allocations and provide a written description of the basis for its determination within thirty (30) Business Days after submission, such written determination to be final, binding and other relevant amounts) conclusive. The fees and expenses of the Accounting Arbitrator will be apportioned between Seller and Purchaser equally. The purchase price allocation finally determined pursuant to this Section 3.5 shall be the decision of the Independent Accounting Firm “Final Purchase Price Allocation” and shall incorporatebe binding upon Purchaser and Seller. Purchaser, reflect Seller and be their respective Affiliates shall report, act and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Purchase Price Allocation. All fees Purchaser and expenses relating to the workSeller shall timely and properly prepare, if anyexecute, to be performed by the Independent Accounting Firm shall be borne equally by Sellersfile and deliver all such documents, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (forms and other relevant amounts), information as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall may be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) necessary to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocationsuch allocation. None of Sellers, Neither Purchaser or any of their respective Affiliates nor Seller shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Final Purchase Price Allocation.

Purchase Price Allocation. Sellers The Buyer and Purchaser the Seller agree to allocate, without duplication, the Purchase Price (as finally determined hereunder), the Assumed Liabilities (to the extent properly includible in determining the amount realized by the Asset Sellers for tax purposes), and agree all other relevant items between the Transferred Equity Interests, by jurisdiction, on the one hand, and the Transferred Assets, on the other hand. The Seller shall deliver to cause their respective Affiliates tothe Buyer its proposed allocation no later than three (3) allocate Business Days prior to the Closing (the “Proposed Allocation”) and Seller shall consider in good faith any written comments received from Buyer. No later than ten (10) Business Days after the Final Closing Statement becomes conclusive, the Seller shall deliver to the Buyer a final allocation of the Purchase Price and any assumed liabilities treated the Assumed Liabilities (and all other relevant items) as amount realized, for Tax purposes, of the Closing Date among the assets Transferred Assets and shares deemed sold for U.S. federal income Tax purposes the Transferred Equity Interests in accordance with Schedule IV attached hereto the Proposed Allocation, with appropriate adjustments for the Final Closing Statement and any adjustments proposed by the Buyer or the Seller in the interim to the extent mutually agreed (with all parties acting in good faith to consider adjustments) (the “Purchase Price Allocation”). Within one hundred twenty If Xxxxxx and Buyer in good faith are unable to resolve any dispute(s) regarding the Purchase Price Allocation within thirty (12030) days after the Closing DateBuyer provides the Seller with comments, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (disputed issues shall be referred to and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed resolved by the Independent Accounting Firm shall be borne equally by Sellers, on the one handFirm, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) Firm’s determination shall be conclusive and binding on all Partiesupon the parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets fees and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None expenses of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).the

Purchase Price Allocation. Sellers In accordance with Revenue Ruling 99-6, 1999-1 C.B. 432, the Parties intend that the purchase and Purchaser agree sale of the Interests pursuant to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities this Agreement will be treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income tax purposes (i) with respect to each of the Sellers, as a sale of their partnership interests in ACS and (ii) with respect to Purchaser, as a purchase of the assets and liabilities of the Companies (the “Tax purposes Acquired Assets”). Accordingly, the Final Purchase Price, plus the amount of the Companies’ liabilities included in the amount realized on the sale for federal income Tax purposes, shall be allocated among the Tax Acquired Assets in accordance with Schedule IV attached hereto Code Section 1060 and other applicable Law. Purchaser shall prepare and deliver to Sellers an allocation schedule setting forth such allocation (the “Purchase Price AllocationAllocation Schedule”). Within one hundred twenty ) within seventy-five (12075) days after the Post-Closing DateDate Adjustment has been finalized. Sellers shall have thirty (30) days to review the Allocation Schedule and notify Purchaser, in writing, of any objections that Sellers may have with respect thereto or otherwise be presumed to agree with such Allocation Schedule. If Sellers’ Representative notifies Purchaser in writing that it disagrees with any aspect of the Allocation Schedule, Purchaser and Sellers’ Representative shall deliver work together in good faith to Parent a proposed allocation of the Purchase Price (resolve any such disagreement and other relevant amounts) as of the Closing Dateif, which allocation notwithstanding such good faith efforts, Purchaser and Sellers’ Representative are not able to resolve any such disagreement, then Purchaser and Sellers shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) refer such disagreement to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm Firm, which firm shall make a final and binding determination as to resolve any remaining disputes. Any allocation of all such matters in dispute relating to the Purchase Price Allocation Schedule (and other relevant amountsonly such matters) determined pursuant to the decision within thirty (30) days. The determination of the Independent Accounting Firm shall incorporatebe set forth in a written statement delivered to the Parties and shall be final, reflect conclusive and be consistent with binding on the Purchase Price AllocationParties, absent fraud or manifest error. All Each of Purchaser and Sellers shall bear and pay one-half of the fees and expenses relating to the work, if any, to be performed other costs charged by the Independent Accounting Firm in connection therewith. Purchaser and Sellers shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, including IRS Forms 8883 and Form 8594) in accordance a manner consistent with the Allocation. None of agreed upon or final Allocation Schedule and neither Purchaser nor Sellers, Purchaser or any of their respective Affiliates ’ Representative - 20- CORE/3500185.0007/137145529.15 shall take any position (whether in Tax Proceedings, on Tax Returns, or otherwise) that is inconsistent with the foregoing intended tax treatment or such Allocation on Schedule except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service or by court decision; provided, however, that nothing contained herein shall prevent any Party from settling, or require any Party to litigate before any court, any challenge, proposed deficiency or adjustment by any Tax Return authority based upon or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning arising out of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)such allocation.

Purchase Price Allocation. Sellers and Purchaser agree Purchaser’s acquisition of the Membership Interests is intended to be treated as a taxable acquisition of the assets of the Company for federal (and agree applicable state and local) income tax purposes, and the parties shall file all Tax Returns consistent with such Tax treatment. Purchaser shall, as promptly as reasonably practicable after the determination of the Final Purchase Price pursuant to cause their respective Affiliates toSection 2.9, but in no event more than sixty (60) allocate days thereafter, submit to SellerCo a statement of Purchaser’s allocation of the Final Purchase Price and any assumed liabilities treated as amount realized, other items that are required to be allocated for Tax purposes, among including any Closing Indebtedness, to the assets and shares deemed sold for U.S. federal income Tax purposes different purchased Assets in accordance with Schedule IV attached hereto Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with the principles set forth in Exhibit E (the “Purchase Price AllocationAllocation Statement”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the The Purchase Price (Allocation Statement shall be, binding and other relevant amounts) as of conclusive upon the Closing Dateparties hereto, which allocation shall incorporate, reflect and be consistent with unless SellerCo objects in writing to any item or items shown on the Purchase Price Allocation Statement within fifteen (15) Business Days after delivery thereof to SellerCo. In the event that Purchaser and SellerCo are unable to resolve any dispute within ten (10) Business Days after delivery of SellerCo’s written objection to Purchaser, Purchaser and SellerCo shall jointly retain the Audit Firm to resolve the disputed items, whose determination shall be determined final and binding upon the parties. Promptly after the Closing Date (but not before a resolution of all disputes, if any, with regard to the Purchase Price Allocation Statement and pursuant to Section 2.9), Purchaser’s accountant shall prepare, in a manner consistent consultation with Sections 338 and SellerCo or SellerCo’s accountant, those statements or forms (including Form 8594) required by Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) respect to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Final Purchase Price (and other relevant amounts), which allocation Price. Such statements or forms shall incorporate, reflect and be consistent prepared consistently with the Purchase Price AllocationAllocation Statement. If Parent and Purchaser are unable to reach such agreement, they Such statements or forms shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed filed by the Independent Accounting Firm shall be borne equally by Sellers, parties on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. their respective federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise tax returns as required pursuant to a “determination” within the meaning of by Section 1313(a) 1060 of the Code (and the Treasury Regulations promulgated thereunder and each party shall provide the other party with a copy of such statement or any similar provision of applicable state, local or foreign Law)form as filed.

Purchase Price Allocation. Sellers Parent, the Company and Purchaser agree to the Unitholders shall (and agree to shall cause their respective Affiliates to) allocate (including for purposes of determining the Purchase Price portion of the gain or loss recognized by the Unitholders on their sale of the interests in the Company pursuant to the Merger that is attributable to the Company’s “unrealized receivables” and any assumed liabilities “inventory items” (as such terms are defined in Section 751 of the Code)) all amounts treated as amount realized, consideration for Tax purposes, purposes among the assets and shares deemed sold acquired for U.S. federal income Tax purposes tax purposes, in accordance with Schedule IV attached hereto Exhibit G (the “Purchase Price AllocationAllocation Schedule”), Sections 751 and 1060 of the Code and the Treasury Regulations promulgated thereunder and in accordance with the following procedures in this Section 2.12. Within one No later than one-hundred and twenty (120) days after the Closing DateFinal Aggregate Merger Consideration is finally determined hereunder, Purchaser Parent shall deliver to Parent a proposed the Unitholders’ Representative an allocation of the Purchase Price (and other relevant amounts) all amounts treated as consideration for Tax purposes as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “PurchaserParent’s Allocation”). If Parent the Unitholders’ Representative disagrees with PurchaserParent’s Allocation, Parent the Unitholders’ Representative may, within sixty thirty (6030) days after delivery of PurchaserParent’s Allocation, deliver a notice (the “Parent’s Unitholders’ Allocation Notice”) to Purchaser Parent to such effect, specifying those items as to which Parent the Unitholders’ Representative disagrees and setting forth Parentthe Unitholders’ Representative’s proposed allocation of the Purchase Price (and other relevant amounts)amounts treated as consideration for Tax purposes. If the Parent’s Unitholders’ Allocation Notice is duly delivered, Parent and Purchaser the Unitholders’ Representative shall, during the twenty (20) days following such delivery, use commercially reasonable efforts negotiate in good faith to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If during such twenty (20)-day period, Parent and Purchaser the Unitholders’ Representative are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm Arbitrator to resolve any remaining disputesdispute. Any allocation determination of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm Arbitrator shall incorporate, reflect and be consistent with the Purchase Price Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the terms of this Agreement. The allocation of the amounts treated as consideration for Tax purposes as prepared by Parent on the Parent’s Allocation if no Unitholder’s Allocation Notice is duly and timely delivered, as mutually agreed between Parent and the Unitholder’s Representative, or as determined by the Accounting Arbitrator in accordance with the foregoing provisions of this Section 2.12 (the “Final Allocation”), shall be binding on all parties hereto. All Any costs, fees and expenses relating to of the work, if any, to be performed by the Independent Accounting Firm Arbitrator incurred in connection with this Section 2.12 shall be borne equally by SellersParent, on the one hand, and Purchaserthe Unitholders’ Representative, on the other hand. The allocation of parties hereto and the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser Unitholders agree (and agree to cause their respective Affiliates) to (x) prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance a manner consistent with the Allocation. None first sentence of Sellers, Purchaser or any of their respective Affiliates shall this Section 2.12 and the Final Allocation and (y) not take any Tax position (whether in financial statements, audits, Tax Returns, in connection with any Tax Proceeding or otherwise) which is inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each casefirst sentence of this Section 2.12 and the Final Allocation, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Tax Law) (it being agreed and understood that the above provisions of this Section 2.12 shall not require the Unitholders to take any position inconsistent with clause (i)(B) of the definition of Transaction Tax Treatment).

Purchase Price Allocation. Within thirty (30) days following the Closing, Purchaser shall prepare and deliver to Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the a “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and Schedule” setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amountsamounts treated as Purchase Price for tax purposes among the buildings and land comprising the Individual Properties for Sellers' review and approval (not to be unreasonably withheld or delayed), which allocation . The parties shall incorporate, reflect and be consistent with in good faith attempt to resolve any disagreement regarding such Purchase Price Allocation Schedule. In the event the parties are unable to resolve any dispute regarding the Purchase Price Allocation. If Parent and Purchaser are unable to reach Allocation Schedule within thirty (30) days following delivery of such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (Allocation Schedule to Sellers, such dispute shall be resolved by an independent accounting firm mutually acceptable to Purchaser and other relevant amounts) determined pursuant to Sellers, which resolution shall be binding upon the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocationparties. All The fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm of such accounting firm shall be borne equally by Sellers, on the one hand, Sellers and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by for the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment Equity Interests shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the AllocationPurchase Price Allocation Schedule, as revised to reflect the Closing adjustments and prorations provided for in Section 9.4 hereof, and all tax returns filed by Sellers and Purchaser shall be prepared consistently with such allocation, except as required by law or the good faith resolution of a tax contest. None Additionally, except as required by law or the good faith resolution of Sellersa tax contest, Purchaser or any of their respective Affiliates the parties shall take any no position with respect to taxes contrary thereto or inconsistent therewith with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except respect to the extent otherwise required pursuant to a “determination” within transactions contemplated by this Agreement. The provisions of this Section 3.2 shall survive the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Closing.

Purchase Price Allocation. Sellers and Purchaser The Parties agree to the allocation of the aggregate consideration paid by Purchaser for the Purchased Company Shares and, if applicable, other Purchased Assets (and agree to cause their respective Affiliates totogether with other relevant amounts) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets Purchased Companies and shares deemed sold for U.S. federal income Tax purposes the Purchased Assets in accordance with the principles set forth on Section 2.10 of the Seller Disclosure Schedule IV attached hereto (the “Purchase Price AllocationAllocation Principles”). Within one hundred twenty As soon as reasonably practicable and in any event within thirty (12030) days after determination of the Closing DateFinal Purchase Price pursuant to Section 2.9 hereof, Purchaser Seller shall deliver prepare and provide to Parent Purchaser, for Purchaser’s review and approval, a proposed allocation of the Final Purchase Price and any other consideration to be paid to, or for the benefit of, a Seller Entity, including the Assumed Liabilities, among the Purchased Assets (other than the Purchased Companies), on the one hand, and the Purchased Company Shares, on the other hand (and other relevant amounts) as a further allocation of the Closing Date, which Final Purchase Price and other amounts constituting consideration for U.S. federal income tax purposes among the assets of the Purchased Companies) (the “Proposed Allocation”). Such allocation shall incorporate, reflect be reasonable and shall be consistent prepared in accordance with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (thereunder. Purchaser will review such Proposed Allocation and, to the “Purchaser’s Allocation”). If Parent extent Purchaser disagrees with Purchaser’s the content of the Proposed Allocation, Parent may, Purchaser will inform Seller of such disagreement within sixty thirty (6030) days after delivery receipt of Purchaser’s such Proposed Allocation, deliver a notice (the “Parent’s Allocation Notice”) . Purchaser and Seller will attempt in good faith to Purchaser to resolve any such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts)disagreement. If the Parent’s Allocation Notice is duly delivered, Parent Purchaser and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser Seller are unable to reach such agreementan agreement on the Proposed Allocation within ninety (90) days of the Closing Date, they any disagreement shall promptly thereafter cause be resolved by the Independent Accounting Firm pursuant to resolve the procedures provided in Section 2.9. The Proposed Allocation, as prepared by Seller if no timely Purchaser’s objection has been given or as adjusted pursuant to any remaining disputes. Any allocation of agreement between the Purchase Price (and other relevant amounts) Parties or as determined pursuant to the decision of the Independent Accounting Firm shall incorporateFirm, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive when final and binding on all Parties. parties, is herein referred to as the “Final Allocation.” The Allocation allocation of any consideration paid (excluding any amounts constituting imputed interest) after the Closing Date shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10determined in a similar manner. Any such adjustment shall be allocated to the asset, assets, share or shares Seller (if any) to which such adjustment is attributable; provided that and to the extent there are no such assets or sharesapplicable, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers each Seller Entity) and Purchaser agree each agrees to, and to cause its Affiliates to, file Internal EXHIBIT 2.1 Revenue Service Form 8594 (and agree to cause their respective Affiliates) to prepare Internal Revenue Service Form 8823), and file all relevant federal, state, local and foreign Tax Returns (includingReturns, but not limited to, IRS Forms 8883 and 8594) in accordance with the Final Allocation. None of SellersNeither Seller nor Purchaser, Purchaser or nor any of their respective Affiliates Affiliates, shall take any position inconsistent with the Allocation on any Tax Return or in audit inconsistent with the Final Allocation unless required to do so by applicable Law. Seller and Purchaser shall promptly inform one another of any Tax Proceeding, in each case, except challenge by any Taxing Authority to any allocation made pursuant to this Section 2.10 and agree to consult and keep one another informed with respect to the extent otherwise status of, and any discussion, proposal or submission with respect to, such challenge. Purchaser and Seller each agrees to provide the other promptly with any other information required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)complete Form 8594.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate Within 60 days following the determination of the Post-Closing Purchase Price and any assumed liabilities treated as amount realizedAdjustment pursuant to Section 2.5, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance Buyer shall provide Seller Parties with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as among the Assets of the Closing Date, which allocation shall incorporate, reflect and be consistent Company in accordance with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder (the “Purchaser’s Allocation”and any similar provision of state, local, or non-U.S. Law, as appropriate). Seller Parties shall have 30 days to review and comment on such allocation, and identify potential adjustments thereto. If Parent disagrees with Purchaser’s AllocationSeller Parties fail to identify potential adjustments within such 30-day period, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (Seller Parties shall be deemed to have accepted the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price as calculated by Buyer. Seller Parties and Buyer shall work together in good faith to resolve differences with respect to the allocation. Seller Parties and Buyer acknowledge that the lease or rental of property in the state of New Jersey to which the Company is the lessee has no value and shall not be allocated any value. To the extent there remains any disagreement between Seller Parties and Buyer within 15 days after the delivery by Seller Parties of proposed adjustments to Buyer’s proposed allocation, then (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20i) days following such delivery, use commercially reasonable efforts each Party shall be permitted to reach agreement file all Tax Returns based on the disputed items or amounts in order to determine the an allocation of the Purchase Price (and all other relevant amounts)items required under the Code) that such Party determines in its own discretion or (ii) Buyer and Seller Parties may engage the Resolution Accountants to resolve the dispute and the Resolution Accountants shall make within 30 days a final determination binding upon the Parties of the appropriate allocation of Purchase Price. Buyer and Seller Parties shall cooperate with each other to enable the Resolution Accountants to render a proper decision. The fees and expenses of the Resolution Accountants pursuant to this Section 11.8 shall be borne one-half by Buyer and one-half by Seller Parties. Seller Parties, which allocation Buyer and their Affiliates shall incorporatereport, reflect act and be file Tax Returns in all respects and for all purposes consistent with the Purchase Price Allocationallocation determined under this Section 11.8. If Parent Buyer shall timely and Purchaser are unable to reach properly prepare, execute, file and deliver all such agreementdocuments, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (forms and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), information as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) Seller Parties may reasonably request to prepare and file all relevant federalsuch allocation. Neither Seller Parties, stateBuyer, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or nor any of their respective Affiliates shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except such allocation unless required to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of do so by applicable state, local or foreign Law).

Purchase Price Allocation. Sellers Seller and Purchaser agree to (and agree allocate and, as applicable, to cause their respective relevant Affiliates to) allocate to allocate, the Purchase Price (as finally determined pursuant to Section 2.9) and any assumed liabilities other items that are treated as amount realized, additional consideration for Tax purposes, purposes among the Purchased Assets (including among the assets and shares deemed sold of any Purchased Company that is disregarded as separate from its owner for U.S. federal income Tax purposes tax purposes) in accordance with Schedule IV the methodology set forth on Exhibit E attached hereto (the “Purchase Price AllocationAllocation Schedule”)) for U.S. federal income tax purposes. Within No later than one hundred twenty and eighty (120180) days after the Closing Datedate on which the Purchase Price is finally determined pursuant to Section 2.9, Purchaser shall deliver to Parent Seller a proposed allocation of the Purchase Price (as finally determined pursuant to Section 2.9) and any other relevant amounts) items that are treated as additional consideration for Tax purposes as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be Date determined in a manner consistent with Sections 338 and the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent Seller disagrees with Purchaser’s Allocation, Parent Seller may, within sixty thirty (6030) days after delivery of Purchaser’s Allocation, deliver a written notice (the “ParentSeller’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent Seller disagrees and setting forth ParentSeller’s proposed allocation of the Purchase Price (and other relevant amounts)allocation. If the ParentSeller’s Allocation Notice is duly delivered, Parent Seller and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (as finally determined pursuant to Section 2.9) and any other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocationitems that are treated as additional consideration for Tax purposes. If Parent Seller and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, Seller and Purchaser, on the other hand. The Any allocation of the Purchase Price (as finally determined pursuant to Section 2.9) and any other relevant amounts)items that are treated as additional consideration for Tax purposes determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Allocation Schedule. The allocation, as prepared by Purchaser if no ParentSeller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with the immediately preceding sentence (the “Allocation”) ), shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold Parties for U.S. federal federal, state and local income Tax or franchise tax purposes. Sellers and Neither Seller nor Purchaser agree shall (and agree to shall cause their respective AffiliatesAffiliates not to) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any U.S. federal, state and local income or franchise Tax Return; provided, that Seller, Purchaser (and their respective Affiliates) may file an amended Tax Return that is inconsistent with the Allocation to the extent required in connection with the resolution of an Internal Revenue Service audit or in any other similar Tax Proceeding, in each case, except to which case such Party shall promptly notify the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) other Party in writing of the Code (or any similar provision of applicable state, local or foreign Law)position reflected on such amended Tax Return.

Purchase Price Allocation. Sellers and Purchaser agree This Section 11.08(b) shall apply (1) to (and agree to cause their respective Affiliates to) allocate the allocation of Purchase Price among the Assumed Liabilities and any assumed liabilities treated as amount realized, other items of consideration (for Tax purposes, the purpose of Section 1060 of the Code) among the assets and shares deemed sold for U.S. federal income Tax purposes to be acquired (including the stock of Transferred Subsidiaries) by Purchaser in accordance with Schedule IV attached hereto Section 1060 of the Code and the regulations thereunder (the “Purchase Price First Allocation”), and (2) after the First Allocation is determined, to the allocation of amounts and other items included in “adjusted grossed-up basis” among Subsidiary Assets in accordance with Section 338 of the Code and the regulations thereunder (the “Second Allocation”). Within one hundred twenty No later than ninety (12090) days after the Closing Date, RARE shall provide Purchaser with a proposed schedule (the “Allocation Schedule”) containing the proposed First Allocation and Second Allocation allocating all such amounts as provided herein. The Allocation Schedule shall become final and binding on the Parties twenty (20) business days after RARE provides such schedule to Purchaser, unless Purchaser objects in writing to RARE, specifying the basis for the objection and preparing an alternative allocation. If Purchaser does object, RARE and Purchaser shall deliver in good faith attempt to Parent a proposed allocation resolve the dispute within twenty (20) business days after written notice to RARE of Purchaser’s objection. Any such resolution shall be final and binding on the Parties. Any unresolved disputes shall be promptly submitted to the Reviewing Accountants for determination, which determination shall be final and binding on the Parties. Each of the Purchase Price Parties agrees, unless otherwise required by law, to (a) prepare and timely file all Tax Returns (and other relevant amountsall supplements thereto) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 the Allocation Schedule as finalized and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60b) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) act in accordance with the AllocationAllocation Schedule for all Tax purposes. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with The Parties will revise the Allocation on any Tax Return or in any Tax Proceeding, in each case, except Schedule to the extent otherwise required necessary to reflect any post-Closing payment made pursuant to or in connection with this Agreement. In the case of any payment referred to in the preceding sentence, RARE shall propose a “determination” within revised Allocation Schedule, and the meaning Parties shall follow the procedures outlined above with respect to review, dispute and resolution in respect of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)such revision.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates toa) allocate For U.S. federal income tax purposes, (a) the First Closing Purchase Price and Second Closing Purchase Price shall be allocated among (i) the shares, equity or other ownership interests of the First Closing Interests, Second Closing Interests, and any assumed liabilities other interests in Remainder Funds or Holdover GP Takebacks which are treated for U.S. Federal income tax purposes as having been purchased by Purchaser pursuant to the transactions contemplated by this Agreement (collectively, the “Purchased Interests”), which Purchased Interests have been issued by entities that are treated as amount realized, for Tax purposes, among the assets and shares deemed sold corporations for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto tax purposes, and (ii) the Purchased Interests which have been issued by entities that are treated as partnerships or disregarded entities for U.S. federal income tax purposes; and (b) the First Closing Purchase Price and Second Closing Purchase Price shall be further allocated among (i) the assets of any such entity that is treated as a partnership to the extent required by Sections 743 and 751 of the Code, and (ii) the assets of any such entity that is treated as a disregarded entity. Within 120 days after the Second Closing, Sellers will provide to Purchaser a statement (the “Purchase Price AllocationAllocation Statement”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a with Sellers’ proposed allocation of the First Closing Purchase Price and Second Closing Purchase Price. Within 60 days after the receipt of each such Allocation Statement, Purchaser will propose to Sellers in writing any changes to such Allocation Statement (and other relevant amounts) as of in the Closing Dateevent no such changes are proposed in writing to the Sellers within such time period, which allocation shall incorporatePurchaser will be deemed to have agreed to, reflect and be consistent with bound by, the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”Statement). If Parent disagrees Purchaser and Sellers will negotiate in good faith, using commercially reasonable efforts, to resolve any differences with Purchaser’s Allocation, Parent may, respect to the Allocation Statement within sixty (60) 30 days after delivery Sellers’ receipt of written notice of changes from Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser parties are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporatesuch differences within such time period, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm each party shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The entitled to use its own allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)statement.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates toa) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto Not later than ninety (the “Purchase Price Allocation”). Within one hundred twenty (12090) days after the Closing Date, Purchaser Seller shall prepare and deliver to Parent a proposed the Buyer an allocation of the Purchase Price and Assumed Liabilities (to the extent properly taken into account for U.S. federal income tax purposes) among (i) each Seller with respect to the Transferred Assets (the "Entity Level Allocation Statement"), and other relevant amounts(ii) as of the Closing Date, which allocation shall incorporate, reflect and be consistent Purchased Assets in accordance with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the "Asset Level Allocation Statement") and together with the Entity Level Allocation Statement, the “Purchaser’s AllocationAllocation Statements”). The Asset Level Allocation Statement shall be consistent in all respects with the purchase price amounts indicated on the Entity Level Allocation Statement and applicable assignment agreements, transfer documents and/or any VAT invoice prepared pursuant to Section 7.3. If Parent the Buyer disagrees with Purchaser’s Allocationthe Asset Level Allocation Statement, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, the Buyer will deliver a notice (the “Parent’s Allocation Notice”) to Purchaser Seller to such effect, specifying with reasonable explanation those items as to which Parent Seller disagrees and setting forth Parent’s Seller's proposed allocation of the Purchase Price (allocation. Seller and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts Buyer shall work in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm good faith to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses disputes relating to the workAsset Level Allocation Statement. If any such disputes are not mutually agreed, if anyany disagreements regarding the Asset Level Allocation Statement shall be submitted for final and binding resolution to a tax partner at an independent accounting firm of nationally recognized standing that is not at the date of engagement rendering services to the Buyer, the Company, or any of their respective Affiliates, and has not done so within twelve (12) months prior to the date of engagement or in connection with the transactions contemplated by this Agreement (the "Neutral Accounting Firm") to resolve such disagreements (the "Tax Arbitrator"). The Tax Arbitrator shall be performed by the Independent a tax partner at a Neutral Accounting Firm shall be borne equally selected by Sellersmutual agreement of the Buyer, on the one hand, and Purchaserthe Company, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that if the Parties are unable to agree on a tax partner at a Neutral Accounting Firm to act as the extent there are no Tax Arbitrator, each Party shall select a Neutral Accounting Firm and such assets or shares, such adjustment firms together shall be allocated pro rata among select a tax partner at another Neutral Accounting Firm to act as the assets Tax Arbitrator. The Tax Arbitrator shall only consider those items as to which Buyer and shares deemed sold for U.S. federal income Tax purposes. Sellers the Company have disagreed and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) must resolve the matter in accordance with the Allocationterms and provisions of this Section 7.1. None Buyer, on the one hand, and the Company, on the other hand, each shall submit to the Tax Arbitrator its proposed determination of Sellersfair market value or other item in dispute, Purchaser together with such appraisals or any other information relevant to fair market value and such other evidence relevant to the resolution of their respective Affiliates other items as it desires to support its proposal. The Tax Arbitrator shall take any position inconsistent with deliver to Buyer and the Allocation on any Tax Return or Company, as promptly as practicable and in any event within ninety (90) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with this Section 7.1. The Tax Proceeding, in Arbitrator shall select as a resolution the position of either Buyer or the Company for each case, except to the extent otherwise required pursuant to a “determination” within the meaning item of Section 1313(a) disagreement and may not impose an alternative resolution. The determination of the Code (or any similar provision of applicable state, local or foreign Law).Tax Arbitrator shall be final and binding upon Buyer and77

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the The Purchase Price shall be allocated between the Hospital Seller and any assumed liabilities treated the Real Estate Seller as amount realized, for Tax purposes, among follows: (i) the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Cash Purchase Price Allocation”)less an amount equal to any outstanding real estate Taxes owed with respect to the Real Estate shall be allocated to the Hospital Seller and (ii) the Assumed Indebtedness plus an amount in cash equal to the amount necessary to pay any outstanding real estate Taxes owed with respect to the Real Estate shall be allocated to the Real Estate Seller. Within one hundred twenty (120) days after For tax purposes only, prior to the Closing Date, Sellers and Purchaser shall deliver to Parent a proposed agree in good faith upon an allocation of the Purchase Price (purchase price and other relevant amountsconsideration delivered hereunder (including the Assumed Liabilities) as of among the Closing Date, which allocation shall incorporate, reflect and be consistent Purchased Assets in accordance with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and, in accordance with such allocation, Purchaser shall prepare and the Treasury Regulations promulgated thereunder deliver to Sellers copies of Form 8594 and any required exhibits thereto (the “Purchaser’s AllocationAsset Acquisition Statement”). If Parent disagrees Purchaser shall prepare and deliver to Sellers from time to time revised copies of the Asset Acquisition Statement (the “Revised Statements”) so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any) consistent with the agreed upon allocation. To the extent that Sellers disagree with Purchaser’s Allocationallocation in the Asset Acquisition Statement or the Revised Statements, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver Sellers and Purchaser shall work in good faith to resolve any such disagreements. If Purchaser and Sellers cannot reach a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation final resolution of the Purchase Price (matter, Purchaser and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm Sellers will jointly retain an independent financial expert to resolve any remaining disputes. Any allocation disagreements, the cost of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm which shall be borne equally by Sellers, on the one hand, and Purchaser, on the other handparties. The allocation of purchase price for the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment Purchased Assets shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Asset Acquisition Statement or, if applicable, the last Revised Statements, provided by Purchaser to Sellers, and all income Tax Returns and reports filed by Purchaser or any of their respective Affiliates and Sellers shall take any position inconsistent be prepared consistently with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)such allocation.

Purchase Price Allocation. Sellers and Purchaser The parties hereto agree to (treat the purchase and agree sale of the Company Interests, only for U.S. federal and, to cause their respective Affiliates to) allocate the extent permitted by law, applicable state income tax purposes, as a purchase and sale of the assets owned by the Company. No later than 120 days after the Determination Date, Buyer shall deliver to Seller an allocation of the sum of the Purchase Price and any assumed the Company Group’s liabilities treated (to the extent properly taken into account as amount realized, for Tax purposes, among the assets and shares deemed sold consideration for U.S. federal and other applicable income Tax purposes tax purposes) among such assets in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s within 30 days after receipt of the Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Seller notifies Buyer in writing that it does not agree with the Allocation, deliver Buyer and Seller will negotiate in good faith to resolve such dispute. If Buyer and Seller fail to resolve such dispute within 30 days, a notice nationally recognized law or accounting firm with no material relationship with Buyer, Seller or their respective Affiliates, chosen by and mutually acceptable to both Buyer and Seller (the “Parent’s Tax Referee”), shall resolve any disputes and appropriately revise the Allocation Notice”(with the fees and expenses of the Tax Referee to be borne 50% by Seller and 50% by Buyer). If Seller does not respond within 30 days, or upon resolution of the disputed items, the Allocation (as such may have been adjusted) to Purchaser to such effect, specifying those items as to which Parent disagrees shall be the “Purchase Price Allocation” and setting forth Parent’s proposed allocation of shall be binding on the parties hereto. If the Purchase Price (and other relevant amounts). If is subsequently adjusted pursuant to Section 2.4 or otherwise, the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts parties shall cooperate in good faith to reach agreement on the disputed items or amounts in order make appropriate updates to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the original Purchase Price Allocation. All fees Allocation and expenses relating taking into account the circumstances giving rise to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other handadjustment. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjustedprepared in a manner that is in accordance with the treatment of Deferred Revenue Liabilities set forth in Section 8.3(c)(iv). The parties hereto shall, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment and shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and Affiliates to, file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and Internal Revenue Service Form 8594) in accordance consistently with the Purchase Price Allocation; provided, that nothing contained herein shall prevent any party or its Affiliates from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation, and no party or its Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Purchase Price Allocation. None Each of SellersBuyer and Seller shall notify the other party in the event of an examination, Purchaser audit or any of their respective Affiliates shall take any position inconsistent with other proceeding regarding the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Allocation.

Purchase Price Allocation. Sellers and Purchaser agree The purchase price for the Assets (the "Purchase Price") shall be Four Hundred Thirty-Five Million Dollars ($435,000,000), which sum shall be (a) reduced by the amount of the Escrow Amount on the Closing Date, that is delivered by Escrow Agent to (and agree to cause their respective Affiliates to) allocate Seller at the Closing as a credit against the Purchase Price Price; (b) subject to upward or downward adjustment, as the case may be, on and any assumed liabilities treated after the Closing Date pursuant to Section 2.5(a) below; and (c) reduced by $20,000,000, which Buyer shall deliver to the Indemnification Escrow Agent, by wire transfer of immediately available funds to such account as amount realizeddesignated in writing to Buyer by Seller or the Indemnification Escrow Agent, for Tax purposesto be held and disposed of by the Indemnification Escrow Agent pursuant to the Indemnification Fund Agreement (such adjusted Purchase Price, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “"Estimated Purchase Price Allocation”Price"). Within one hundred twenty (120) Following the Closing, Buyer shall retain, at Buyer's expense, a recognized appraisal firm to appraise the Stations and the Assets and shall provide Seller with a copy of such appraisal within 90 days after the Closing Date. If the results of Buyer's appraisal are acceptable to Seller and Buyer, Purchaser shall deliver Seller and Buyer agree to Parent a proposed allocation of allocate the Purchase Price (among the Stations and other relevant amounts) as the Assets for financial accounting and tax purposes in accordance with such appraisal and to report for financial accounting and tax purposes the sale and purchase of the Closing Date, which allocation shall incorporate, reflect and be consistent with Assets contemplated by this Agreement on the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 basis of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”)such allocation. If Parent disagrees with Purchaser’s Allocation, Parent mayIf, within sixty (60) days a reasonable period of time after delivery of Purchaser’s Allocationthe appraisal, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees Buyer and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser Seller are unable to reach such agreementagree upon the appraisal, they the party that does not agree with the appraisal shall promptly thereafter cause notify the Independent Accounting Firm other party and neither party shall be required to resolve any remaining disputes. Any allocation report for tax purposes the sale and purchase of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, assets on the one hand, and Purchaser, on the other hand. The allocation basis of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)appraisal.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate Not later than 60 days following the final resolution of the Final Purchase Price pursuant to Section 2.5, the Buyer shall prepare and deliver to the Seller for its approval, a statement which shall be mutually agreed upon and shall provide for the allocation of the Final Purchase Price, plus any assumed liabilities treated as amount realized, other items constituting consideration for applicable income Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance of the Acquired Companies consistently with Schedule IV attached hereto 6.5(i) (the “Purchase Price AllocationAllocation Statement”). Within one hundred twenty (120) days after No party shall take any position on any Tax Return or in the Closing Date, Purchaser shall deliver to Parent a proposed course of any Tax Proceeding inconsistent with the allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with provided in the Purchase Price Allocation and Statement, unless otherwise required by applicable Law. In the event that any adjustment is required to be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) made to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation Statement as a result of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments adjustment to the Purchase Price pursuant to Section 2.7this Agreement (including any Earn-Out Payments), Section 2.9 the Buyer shall prepare or Section 7.10. Any such adjustment cause to be prepared, and shall be allocated provide to the assetSeller for its approval, assetsa revised Purchase Price Allocation Statement reflecting such adjustment. If the Seller disagrees with any items on the Purchase Price Allocation Statement or on any revisions thereto, share or shares (if any) to which the Seller shall deliver written notice of such adjustment is attributable; provided that disagreements to the extent there are no Buyer, and the parties shall resolve such assets disagreement (or shares, refer such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except disagreement to the extent otherwise required Firm or the Second Firm, as applicable, for resolution) pursuant to a “determination” within the meaning of procedures set forth in Section 1313(a) 2.5(g); provided, that the Buyer and the Seller shall each pay 50% of the Code (cost of retaining the Firm or the Second Firm to resolve any similar provision of applicable state, local or foreign Law)such disagreement.

Purchase Price Allocation. Sellers and Purchaser agree to Not later than fifteen (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (12015) days after following the Closing Datedate on which Final Net Working Capital is finally determined, Purchaser the Buyer shall deliver prepare and provide to Parent Sellers a proposed allocation of statement allocating the Purchase Price (and plus other relevant amountscapitalized costs) as of among the Closing Date, which allocation shall incorporate, reflect and be consistent Assets in accordance with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Purchaser’s AllocationAllocation Statement”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the Within twenty (20) days following after receipt of such deliveryAllocation Statement, use commercially Sellers will propose to Buyer in writing any reasonable efforts changes to reach agreement on such Allocation Statement together with reasonable documentation supporting such changes (and in the event that no such changes are proposed in writing to Buyer within such time period, Sellers will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Sellers will attempt in good faith to resolve any differences with respect to the Allocation Statement, in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Sellers. If Buyer and Sellers are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accounting Firm for resolution. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution, the Independent Accounting Firm will determine those matters in dispute and will render a written report as to the disputed items or amounts in order to determine matters and the resulting allocation of the Purchase Price (and other relevant amounts)Price, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) report shall be conclusive and binding on all Partiesthe parties. The Allocation fees and expenses of the Independent Accounting Firm in respect of such report shall be adjustedpaid one-half by Buyer and one-half by Sellers. The Buyer, the Company, the Sellers, and their respective Affiliates shall report, act and file all Tax Returns in all respects and for all purposes consistent with such Allocation Statement as so finalized, including for purposes of (i) Treasury Regulations Section 1.1060-1 in determining Buyer’s adjustment to the U.S. federal income tax basis of the Assets and (ii) Treasury Regulations Section 1.751-1(a)(2) in determining the character of each Seller’s gain or loss, as necessarythe case may be, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposestax purposes in respect of the transactions contemplated by this Agreement. Further, neither the Buyer, the Company nor the Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position that is inconsistent with such final Allocation Statement unless required to do so by applicable Law. In the event that any adjustment is required to be made to the Allocation Statement as a result of the payment of any additional purchase price for the Assets or otherwise, Buyer shall prepare, and shall provide to Sellers, a revised Allocation Statement reflecting such adjustment. Such revised Allocation Statement shall be subject to review and resolution of timely raised disputes in the same manner as the initial Allocation Statement. Each of Buyer and each Seller shall file or cause to be filed a revised IRS Form 8594 reflecting such adjustment as so finalized for its taxable year that includes the event or events giving rise to such adjustment, and (except as required by future revised Allocation Statements) shall not take any position on any Tax Return or in the course of any Tax Proceedingaudit, review, or litigation inconsistent with the allocation provided in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)revised Allocation Statement.

Purchase Price Allocation. Sellers and Purchaser The Parties hereto agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price among the Company Group Securities in accordance with Schedule 3.5, which allocation shall be used for all Tax purposes among the Company Group Securities. No later than thirty (30) Business Days following the determination of the Final Adjusted Purchase Price, Purchaser shall allocate the Final Adjusted Purchase Price, the Holdco Note and any assumed liabilities treated (as amount realized, for Tax purposes, among the assets and shares deemed sold determined for U.S. federal income Tax purposes tax purposes), among the tangible and intangible assets of each Company Group Entities in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Tax Allocation”) and shall deliver a written statement to Seller describing such Tax Allocation (the “Tax Allocation Statement”). If Parent Seller disagrees with Purchaser’s Allocationany portion of the Tax Allocation Statement, Parent may, Seller shall notify Purchaser in writing of such disagreement within sixty thirty (6030) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to by Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation Seller of the Purchase Price (and other relevant amounts)Tax Allocation Statement. If the Parent’s Allocation Notice is duly delivered, Parent and Seller notifies Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of its disagreement with any portion of the Purchase Price (Tax Allocation Statement, then Purchaser and other relevant amounts), which allocation Seller shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm work in good faith to resolve any remaining disputes. Any allocation of such disagreement and after such resolution, the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The agreed upon Tax Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any considered final and each of Seller and Purchaser and each of their Affiliates shall use such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold Tax Allocation Statement for U.S. federal income Tax purposes. Sellers If Purchaser and Seller are unable to resolve all disagreements within twenty (20) days of Seller first notifying Purchaser agree (of its disagreement, then Purchaser and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with Seller may separately determine the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) allocation of the Code (or any similar provision of applicable state, local or foreign Law)Final Adjusted Purchase Price for Tax purposes and use its own separate allocation in filing its own Tax Returns.

Purchase Price Allocation. Sellers (a) Within thirty (30) days of the Determination Date, the Seller shall prepare and Purchaser agree deliver to (and agree to cause their respective Affiliates to) allocate Buyer a schedule setting forth the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among fair market value of the assets of the Company and shares deemed sold its corporate Subsidiaries that are part of the same consolidated group for U.S. federal income Tax tax purposes in accordance as the Company (together with Schedule IV attached hereto the Company, the “Company Group”) (the “Purchase Price Proposed Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 amount of the Code and the Treasury Regulations promulgated thereunder (the “PurchaserIT Solutions Consideration, for Buyer’s Allocation”)review. If Parent Buyer disagrees with Purchaser’s the Proposed Allocation, Parent Buyer may, within sixty thirty (6030) days after delivery of Purchaser’s the Proposed Allocation, deliver written notice to the Seller setting forth in reasonable detail its disagreement with the Proposed Allocation. In the event that Buyer does not provide such a notice of disagreement within such thirty (30)-day period, the “Parent’s Seller and Buyer shall be deemed to have agreed to the Proposed Allocation, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, the Proposed Allocation Notice”) to Purchaser to such effectwill be final, specifying those items binding and conclusive for all purposes hereunder except as to which Parent disagrees the disagreements duly raised in such notice, and setting forth Parent’s proposed allocation of Buyer and the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, Seller shall use commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to reach agreement on resolve any such disagreements with respect to the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Proposed Allocation. If Parent and Purchaser If, at the end of such period, they are unable to reach resolve such agreementdisagreements, they then any such remaining disagreements shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed resolved by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) Auditor in accordance with the Allocation. None procedures, and the fees and expenses of Sellers, Purchaser or any of their respective Affiliates the Auditor shall take any position inconsistent be borne by the Seller and Buyer in accordance with the rules, set forth in Section 2.4(b). The Proposed Allocation on any Tax Return as finally agreed or in any Tax Proceeding, in each case, except to the extent otherwise required determined pursuant to a this Section 2.8(a) shall be the “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Final Allocation.”

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the The Purchase Price (plus any liabilities, to the extent properly taken into account as purchase price for income tax purposes) shall be allocated between the Purchased Assets sold by Landec and any assumed liabilities treated as the Purchased Assets sold by Curation, and the amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (so allocated to each Seller shall be further allocated among the Purchased Assets sold by such Seller and other relevant amounts) as the covenant not to compete contained in Section 4.08 of this Agreement in accordance with the allocation principles provided in Section 1.04 of the Closing DateDisclosure Letter, which allocation shall incorporate, reflect and be the parties agree is consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. Within ninety (90) days following the Closing, Buyer shall prepare an initial allocation in such a manner and provide such allocation to Landec, and such allocation shall be subject to review and comment by Landec. The parties shall work together in good faith to resolve any differences and agree on a final allocation (the “Purchaser’s Final Allocation”). If Parent disagrees with Purchaser’s , provided that regardless of whether the parties are able to agree on the Final Allocation, Parent may, within sixty the allocation proposed by Buyer shall be used for purposes of this Agreement (60including in computing Transfer Taxes payable pursuant to Section 4.02(c)) days after delivery so long as such allocation is consistent with Section 1.04 of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items Disclosure Letter. Any dispute as to which Parent disagrees and setting forth Parent’s proposed whether an allocation is consistent with Section 1.04 of the Purchase Price Disclosure Letter shall be resolved promptly by an Independent Accountant (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined selected pursuant to the decision process set forth in Section 1.03(b)), the costs of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm which shall be borne split equally by SellersBuyer, on the one hand, and PurchaserSellers, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared determination made by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the such Independent Accounting Firm (the “Allocation”) Accountant shall be conclusive final and binding on all Partiesthe parties. The Allocation Buyer and Sellers shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to shall cause their respective AffiliatesAffiliates to) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and Internal Revenue Service Form 8594) in accordance consistent with the Final Allocation. None of Sellers, Purchaser or Neither Buyer nor any of their respective Affiliates Seller shall take any Tax position with respect to the Purchased Assets inconsistent with the Allocation on Final Allocation, and neither Buyer nor any Tax Return or in Seller shall (and shall cause their Affiliates not to) agree to any Tax Proceeding, in each case, except proposed adjustment to the extent otherwise Final Allocation by any tax authority without first giving the other party prior written notice; provided, however, that nothing contained herein shall prevent Buyer or any Seller (or their respective Affiliates) from settling any proposed deficiency or adjustment by any tax authority based upon or arising out of the Final Allocation, and neither Buyer nor any Seller shall be required to litigate before any court any proposed deficiency or adjustment by any tax authority challenging such Final Allocation. In the event of a Purchase Price adjustment pursuant to a “determination” within Section 5.08(c), the meaning of Final Allocation will be revised to reflect such Purchase Price adjustment, consistent with Section 1313(a) 1.04 of the Code (or any similar provision of applicable state, local or foreign Law)Disclosure Letter.

Purchase Price Allocation. Sellers and Purchaser agree to The Final Purchase Price, plus the amount of the Company’s liabilities included in the amount realized on the sale of the Company’s assets for federal income Tax purposes (and agree to cause their respective Affiliates to) allocate collectively, the Purchase Price and any assumed liabilities treated as amount realized“Tax Consideration”), for Tax purposes, shall be allocated among the assets of the Company in accordance with Section 1060 of the Code and shares deemed sold the applicable Treasury Regulations promulgated thereunder. Purchaser shall prepare and deliver to Seller an allocation schedule setting forth Purchaser’s determination of the allocation of the Final Purchase Price plus the amount of the Company’s liabilities included in the amount realized on the sale of the Company’s assets for federal income Tax purposes (“Allocation Schedule”) within thirty (30) days after determination of the Final Purchase Price pursuant to Section 2.06. Seller shall have fifteen (15) days to review the Allocation Schedule and either notify Purchaser that it is in agreement with such Allocation Schedule or deliver, in writing, any objections that it may have with respect thereto. If Seller notifies Purchaser that it disagrees with any aspect of the Allocation Schedule, Purchaser and Seller shall work together in good faith to resolve any such disagreement. If any dispute regarding the Allocation Schedule remains unresolved after forty-five (45) days following Purchaser’s delivery of such Allocation Schedule to Seller, then such disagreement shall be immediately submitted to the Independent Accounting Firm, which shall be instructed to resolve such disagreement within thirty (30) days after such disagreement is submitted to it for resolution and shall notify Purchaser and Seller in writing of its resolution. The Independent Accounting Firm’s resolution of the disagreement shall be final and binding on Purchaser and Seller. Purchaser and Seller shall file all Tax Returns (including IRS Form 8594) in a manner consistent with the agreed upon or final Allocation Schedule and neither Purchaser nor Seller shall take any position (whether in Tax Proceedings, on Tax Returns, or otherwise) that is inconsistent with such Allocation Schedule except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service or by court decision. Notwithstanding the foregoing, the Parties agree that it will not be inconsistent with the Allocation Schedule for (a) Purchaser’s cost for the Company’s assets to differ from the total amount allocated in the Allocation Schedule to reflect capitalized acquisition costs not included in the total amount allocated pursuant to this Section 2.08, (b) the amount realized by Seller to differ from the total amount allocated pursuant to this Section 2.08 to reflect transaction costs that reduce the amount realized for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto and (c) Purchaser’s and Seller’s cost and amount realized, respectively, to differ from the “Purchase Price Allocation”)to take into account differences between the Final Purchase Price and the Tax Consideration, and any other payments to Seller treated as purchase price for the Company’s assets for U.S. federal income Tax purposes, and any adjustments to the foregoing hereunder. Within one hundred twenty (120) days after In the Closing Dateevent that the Allocation Schedule is disputed by any Governmental Authority, the Party receiving notice of such dispute shall promptly notify the other Party hereto concerning the existence and resolution of such dispute. In the event the Final Purchase Price is adjusted pursuant to ARTICLE IX, Purchaser shall promptly prepare and deliver to Parent Seller an updated Allocation Schedule reflecting such adjustment, and any disagreement by Seller with such adjustment shall be resolved in the same manner as a proposed allocation of disagreement over the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price original Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”)Schedule. If Parent disagrees with Purchaser’s Allocationincurred, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by of the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price fifty percent (and other relevant amounts), as prepared 50%) by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined fifty percent (50%) by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Seller.

Purchase Price Allocation. Sellers and Purchaser The parties hereto agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price (along with all other items of consideration for tax purposes and including any assumed liabilities treated as amount realized, for Tax purposes, adjustment thereto) among the Business Sellers and PHR and among the Assets (i) that constitute Class IV assets and shares deemed sold for U.S. federal income Tax purposes Class V assets (each as defined in Section 1060 of the Code) in accordance with the Independent Valuation and (ii) that constitute Class VI assets and Class VII assets (each as defined in Section 1060 of the Code), if applicable, all in accordance with the methodology set forth on Schedule IV attached hereto 2.5. The foregoing clauses (i) and (ii) are referred to as the “Purchase Price AllocationAllocation Methodology”. The parties acknowledge and agree that none of the Assets shall constitute Class I Assets, Class II Assets or Class III Assets (each as defined in Section 1060 of the Code). Within one hundred twenty (120) No later than 60 days after following the Closing Datecompletion of the Buyer’s purchase accounting valuation, Purchaser the Buyer shall deliver to Parent a proposed prepare an allocation of the Purchase Price in accordance with the Allocation Methodology, which allocation (as finally determined pursuant to this Section 2.5) shall be binding upon the parties hereto. Any amendment to such allocation shall be prepared in accordance with the procedures set forth in this Section 2.5 for the initial allocation. The parties hereto shall report for Tax and other relevant amountspurposes (and shall defend in any Tax Proceeding) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined Transactions in a manner consistent with Sections 338 such allocation and 1060 any amendment thereto (including the preparation of the Code Internal Revenue Service Form 8594) and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”)not take any position inconsistent therewith. If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, The Sellers shall timely deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to all such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (documents and other relevant amounts)information as the Buyer may reasonably request in order to prepare such allocation or any amendment thereto. If the Parent’s Allocation Notice is duly deliveredSellers dispute an amount on the allocation prepared by the Buyer (the only permissible basis for which being that the allocation was not prepared in accordance with Schedule 2.5), Parent the Sellers shall deliver written notice to the Buyer specifying in reasonable detail the amount in dispute and Purchaser shall, during the twenty (20) basis for such dispute within 30 days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine delivery of the allocation of prepared by the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with Buyer to the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputesSellers. Any dispute not resolved within 30 days following the Buyer’s receipt of a protest notice from the Sellers regarding the allocation of prepared by the Purchase Price (and other relevant amounts) determined Buyer pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm this Section 2.5 shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) resolved in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or dispute resolution procedures set forth in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)2.3.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the The Adjusted Purchase Price and (plus any assumed liabilities treated as amount realized, for Tax purposes, other amounts properly taken into account under the Code) shall be allocated among the assets and shares deemed sold for U.S. federal income Tax purposes of the Company in accordance with the methodologies set forth on Schedule IV attached hereto (7.2 and the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation principles of the Purchase Price (Section 755 and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Purchaser’s Allocation”). If Parent disagrees Buyer shall reasonably cooperate with Purchaser’s the Seller Representative to provide the inputs, information and any reasonable assistance needed or requested for the Seller Representative to prepare the Allocation, Parent may, . A draft of the Allocation shall be delivered by the Seller Representative to Buyer within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation final determination of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Adjusted Purchase Price pursuant to Section 2.72.2 (the “Proposed Allocation”). The Buyer shall deliver to the Seller Representative a written statement setting forth any comments to the Proposed Allocation within thirty (30) days following the receipt thereof (and, Section 2.9 or Section 7.10. Any if no such adjustment written statement is timely delivered, the Buyer shall be allocated deemed to have agreed with the Proposed Allocation), and the parties shall reasonably cooperate in good faith to resolve any disputed items with respect to the assetProposed Allocation. In the event the parties are unable to resolve any disputed items with respect to the Proposed Allocation, assetssuch items shall be promptly referred to the Accounting Arbitrator, share which shall, acting as an expert and not as an arbitrator, provide a final written determination in respect thereof within thirty (30) days following such referral in accordance with the procedural principles of Section 2.2 and in a manner consistent with the methodologies set forth in Schedule 7.2 (such allocation, as mutually agreed among the parties or shares (if any) to which such adjustment is attributable; provided that otherwise determined by the Accounting Arbitrator, the “Final Allocation”). The Final Allocation shall be adjusted as and to the extent there are no such assets or sharesthe Adjusted Purchase Price changes. Buyer, such adjustment and each Seller shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to shall cause their respective AffiliatesAffiliates to) to (i) prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited towithout limitation, IRS Forms 8883 and 8594in the filing of any applicable Form 8594 with their U.S. federal income Tax Return for the taxable year that includes the Closing Date) in accordance consistent with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall Final Allocation and (ii) take any no position inconsistent with the Final Allocation on any for all Tax Return or in any Tax Proceedingpurposes, in each case, except to the extent unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Code.

Purchase Price Allocation. Sellers In order to meet certain of Seller’s regulatory and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Datefiling deadlines, Purchaser shall deliver to Parent Seller within thirty (30) days after Closing an initial proposed allocation of the Purchase Price and other relevant items among the assets of Company and its Subsidiary (the Initial Allocation) in a manner consistent with Section 1060 of the Code and the Treasury regulations thereunder (the Allocation Principles). Seller acknowledges and agrees that the Initial Allocation is an estimate only, which is being prepared for Seller’s benefit, and that the Proposed Allocation may include material differences from such Initial Allocation. Purchaser shall deliver to Seller within ninety (90) days after Closing a proposed allocation of the Purchase Price (and other relevant amounts) as items among the assets of the Closing Date, which allocation shall incorporate, reflect Company and be consistent with the Purchase Price Allocation and be determined its Subsidiary in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder Allocation Principles (the “Purchaser’s Proposed Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, Seller does not deliver a written notice to Purchaser within sixty thirty (6030) days after delivery of Purchaser’s Allocationreceipt of the Proposed Allocation specifying in reasonable detail the nature of any objection it may have to the Proposed Allocation (an Objection Notice), deliver a notice (the “Parent’s Proposed Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed shall be the final allocation of the Purchase Price (and other relevant amountsthe Final Allocation). If Seller does deliver an Objection Notice, Purchaser and Seller shall attempt to resolve any differences identified in the Parent’s Allocation Objection Notice is duly delivered, Parent and Purchaser shall, during the twenty within fifteen (2015) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be a manner consistent with the Purchase Price Allocation Principles, and, if they are able to resolve all such differences, the allocation agreed shall be the Final Allocation. If Parent Purchaser and Purchaser Seller are unable to reach resolve all such agreementdifferences, they any remaining disagreed items shall promptly thereafter cause be submitted to the Independent Accounting Firm to resolve any remaining disputesAccountants for resolution within fifteen (15) days in a manner consistent with the Allocation Principles. Any The allocation of the Purchase Price (and other relevant amounts) determined pursuant to resulting from the decision of the Independent Accounting Firm Accountants shall incorporate, reflect and be consistent with the Purchase Price Final Allocation. All fees and expenses relating Any allocation that becomes the Final Allocation pursuant to the work, if any, to be performed by the Independent Accounting Firm this Section 2.7 shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive final and binding on all Parties. The Allocation shall be adjustedas between Seller, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets Purchaser and shares deemed sold for U.S. federal income Tax purposes. Sellers their Affiliates and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None none of SellersSeller, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or that is inconsistent with the Final Allocation. The fees and expenses of the Independent Accountants shall be borne by Purchaser and Seller in any Tax Proceeding, in each case, except proportion to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) relative differences between their respective calculations of the Code (or any similar provision of applicable state, local or foreign Law)allocation and the Final Allocation selected by the Independent Accountants.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall prepare and deliver (or cause to be prepared and delivered) to Parent a proposed allocation schedule setting forth the fair market value of the Purchase Price (assets that NewCo owns or is deemed to own for U.S. federal and other relevant amounts) applicable state and local Income Tax purposes as of the Closing Date, which allocation (the “Draft Allocation Statement”). The Draft Allocation Statement shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined prepared in a manner consistent with Sections 338 743(b), 755, and 1060 of the Code Code. Parent shall provide Purchaser with any comments on the Draft Allocation Statement within thirty (30) days following Parent’s receipt of the Draft Allocation Statement. If Parent does not provide Purchaser with any comments on the Draft Allocation Statement within such 30-day period, or if Parent and Purchaser agree to a negotiated Draft Allocation Statement within such 30-day period, the Treasury Regulations promulgated thereunder Draft Allocation Statement shall be considered final (the “Purchaser’s AllocationFinal Allocation Statement”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Draft Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly deliveredStatement, Parent and Purchaser shallshall make a good faith effort to resolve any disputed items. In the event of any disagreement that cannot be resolved between the parties within such 30-day period, during such disagreement shall be resolved by an accounting firm of national reputation mutually agreeable to Parent and Purchaser (the twenty (20) days following “Tax Accountant”), and any such deliverydetermination by the Tax Accountant shall be incorporated into the Draft Allocation Statement, use commercially reasonable efforts to reach agreement on which as modified shall constitute the disputed items or amounts in order to determine the allocation Final Allocation Statement. The fees and expenses of the Purchase Price Tax Accountant shall be borne fifty percent (50%) by Purchaser and other relevant amounts)fifty percent (50%) by Parent. The Final Allocation Statement shall be binding upon the Parties and their respective Affiliates for all Tax purposes, which allocation and the Parties and their Affiliates shall incorporateprepare and file, reflect or cause to be prepared and be filed, all Tax Returns (including IRS Form 8594) in a manner consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one handFinal Allocation Statement, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position (whether in Tax Returns, Tax proceedings, or otherwise) that is inconsistent with the Final Allocation on any Tax Return or in any Tax ProceedingStatement, in each case, except to the extent otherwise unless required pursuant to a final “determination” within the meaning of Section 1313(a) of the Code (or any analogous or similar provision of applicable state, state or local or foreign Law). In the event of any adjustment to the Estimated Purchase Price pursuant to this Agreement, Purchaser shall prepare and deliver (or cause to be prepared and delivered) to Parent a revised schedule with any proposed modifications to the Final Allocation Statement, and the same review, resolution, and finalization procedures applicable to the Draft Allocation Statement set forth in this Section 2.8 shall apply with respect to such proposed modifications.

Purchase Price Allocation. Sellers and Purchaser The Parties agree to (and agree to cause their respective Affiliates to) allocate treat for federal income tax purposes the purchase of the Membership Interests as a purchase of assets by the Purchaser in exchange for the Purchase Price and any assumed plus the assumption of liabilities to the extent treated as amount realized, purchase price for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Adjusted Purchase Price”), and a sale of Membership Interests by the Sellers for the Purchase Price, unless otherwise required by a taxing Authority, which Purchase Price Allocationis subject to adjustment as described herein. Annex 6.2(d) sets forth the methodology to be used in connection with the allocation of the Adjusted Purchase Price (the methodology on such adjusted schedule being the “Final Purchase Price Allocation Methodology”). Within one hundred twenty (120) days after The Parties hereto agree that, to the Closing Dateextent any liabilities are assumed in such deemed asset purchase that would have been deductible if paid by the Company prior to the Closing, Purchaser such assumption shall deliver to Parent a proposed allocation of the be treated as deemed additional Purchase Price and a deemed payment of such liability by the Company immediately prior to the Closing, reportable by the Company (in the case of such deduction) on its final Pre-Closing Tax Period income Tax Returns. Subject to the first sentence of this Section 6.2(d), the Purchaser, the Company, and other relevant amounts) as of the Closing Date, which allocation Sellers shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined file all Tax Returns in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Final Purchase Price (Allocation Methodology, and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Sellers shall provide copies of all Tax Returns including an allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Final Purchase Price Allocation. If Parent Allocation Methodology to Purchaser at least thirty calendar days prior to filing, and Purchaser shall make such revisions as are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed reasonably requested by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that such revisions are consistent with Annex 6.2(d). The Parties hereto also agree that (x) shares of Common Stock issued at Closing and assumption of liabilities are being paid for assets other than goodwill and going concern value (“Hard Assets”), to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code value of the Hard Assets, and that (or any similar provision y) all other payments are being paid in consideration solely of applicable state, local or foreign Law)goodwill and going concern value.

Purchase Price Allocation. If relevant, the Acquiror and the Sellers shall, and Purchaser agree to (and agree to shall cause their respective Affiliates to) allocate , consistent with Revenue Ruling 99-6, 1991-1 C.B. 432, treat the Purchase Price sale and any assumed liabilities treated as amount realized, for Tax purposes, among purchase of the assets and shares deemed sold Units for U.S. federal income tax and applicable state and local Tax purposes (i) in accordance with Schedule IV attached hereto the case of the Sellers, as a sale of partnership interests and (ii) in the case of the Acquiror, as a purchase of the Company’s assets. If the treatment described in the previous sentence is not relevant, the Acquiror and the Sellers shall, and shall cause their respective Affiliates to, treat the sale and purchase of the Units for U.S. federal income tax and applicable state and local Tax purposes as a sale of interests in a partnership. Within ninety (90) days following the Closing Date, the Acquiror shall deliver to the Sellers’ Representative an allocation schedule (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation in accordance with Section 755 of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Code or Section 1060 of the Code Code, as applicable, and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocationthereunder, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parentin reasonable detail the Acquiror’s proposed allocation determination of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price consideration paid to the Sellers for the Units among the assets of the Company (and other relevant amountsany assets of a subsidiary of the Company that is disregarded as an entity separate from the Company) for all purposes (including Tax and financial accounting purposes), which allocation shall incorporate, reflect . The Sellers’ Representative will have thirty (30) days to review and be consistent with make any comments on the Purchase Price Allocation. If Parent the Acquiror accepts all comments requested by the Sellers’ Representative, the Purchase Price Allocation, as so revised, shall become final and Purchaser are unable to reach such agreementshall be used by all parties hereto as described below. If the Acquiror does not accept the Sellers’ Representative’s comments, they the Acquiror and Sellers’ Representative shall promptly thereafter cause the Independent Accounting Firm consult and attempt to resolve any remaining disputesin good faith each such comment not accepted by Acquiror. Any allocation If all such comments are resolved, the version of the Purchase Price Allocation incorporating the resolutions to such comments shall become final and shall be used by the parties for the purposes described below. If Acquiror and Sellers’ Representative cannot mutually agree on the appropriate allocations within fifteen (15) days following the Sellers’ Representative’s review period, the Acquiror and other relevant amounts) determined pursuant to the decision Sellers’ Representative shall utilize their own separate versions of the Independent Accounting Firm Purchase Price Allocation for the purposes described below. The Acquiror and the Sellers each further agree to file, and to cause their respective Affiliates to file, their Income Tax Returns and all other Tax Returns and necessary forms in such a manner as to reflect the allocation of the consideration as determined in accordance with this Section 2.08. In the event that any of the allocations provided on such Purchase Price Allocation are disputed by a Tax Authority, the party receiving notice of such dispute shall incorporateuse reasonable efforts to notify the other party, reflect and be consistent with the Acquiror and the Sellers shall cooperate in good faith in responding to such challenge to preserve the effectiveness of the Purchase Price Allocation. All fees , each at its own cost and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)expense.

Purchase Price Allocation. Sellers and Purchaser Buyer agree to (and agree to cause their respective Affiliates to) allocate that the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, shall be allocated among the Company’s assets and shares deemed sold for U.S. federal income Tax purposes (or group of assets) in accordance with the applicable provisions of Section 1060 of the Code and the purchase price allocation methodology set forth on Schedule IV attached hereto 10.5(h) (the “Purchase Price Allocation”). Within one hundred twenty A draft of the Purchase Price Allocation (120“Purchase Price Allocation Schedule”) shall be prepared by Sellers and delivered to Buyer within sixty (60) days after following the Closing Date. If Buyer notifies Seller in writing that Buyer objects to one or more items reflected in the Purchase Price Allocation Schedule, Sellers and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Sellers and Buyer are unable to resolve any dispute with respect to the Purchase Price Allocation Schedule within ninety (90) days following the Closing Date, Purchaser such dispute shall deliver be considered a Disputed Item to Parent a proposed allocation be resolved by the Arbitrator. Sellers and Buyer each agree to report, and to cause their respective Affiliates to report, the federal, state, and local income and other Tax consequences of the Purchase Price transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Tax Code and to jointly prepare Form 8594 (and other relevant amountsthe Asset Acquisition Statement under Section 1060 of the Tax Code) as of promptly as possible following the Closing Date, which allocation shall incorporate, reflect and be Date in a manner consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts)Schedule, as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant may be revised to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any take into account subsequent adjustments to the Purchase Price Price, including any adjustments pursuant to the Agreement to determine the Purchase Price. Unless there has been a Final Determination (as defined in Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated 1313(a) of the Code) to the assetcontrary, assetsSellers and Buyer, share severally and not jointly, covenant and agree, for all Tax purposes, including all Tax Returns and any Tax controversies, not to take (and to cause any Affiliate or shares (if any) successors to which such adjustment is attributable; provided that to the extent there are no such their assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree businesses not to cause their respective Affiliatestake) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Purchase Price Allocation on Schedule (including any Tax Return or in any Tax Proceeding, in each case, except to revised schedules from and after the extent otherwise required date of revision) prepared pursuant to a “determination” within the meaning this Section 10.5(h) or any other provision of Section 1313(a) this Agreement; provided, however, that nothing contained herein shall prevent Buyer or Sellers from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Code (allocation set forth in the Purchase Price Allocation Schedule, and neither Buyer nor Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any similar provision of applicable state, local or foreign Law)Governmental Authority challenging the allocation set forth in the Purchase Price Allocation Schedule.

Purchase Price Allocation. Sellers Purchaser and Purchaser Seller agree to (treat the acquisition of Shares as the acquisition of all of the assets of the Bank for federal and agree to cause their respective Affiliates to) allocate the Purchase Price applicable state and any assumed liabilities treated as amount realized, for local income Tax purposes. As soon as practicable after the Closing, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto Purchaser shall deliver to Seller a statement (the “Purchase Price Allocation”), allocating the Purchase Price (plus the assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the assets of the Bank in accordance with Section 1060 of the Code. Within one hundred twenty (120) If within 10 days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation delivery of the Purchase Price (and other relevant amounts) as of Allocation, Seller notifies Purchaser in writing that Seller objects to the Closing Date, which allocation shall incorporate, reflect and be consistent with set forth in the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, Seller shall use commercially reasonable efforts to reach agreement resolve such dispute. Upon any resolution of any disputed items, the allocation reflected on the Purchase Price Allocation shall be adjusted to reflect such resolution. If the parties are unable to agree upon the Purchase Price Allocation within 30 days after the commencement of such good faith negotiations (or such longer period as Purchaser and Seller shall mutually agree in writing), the disputed items or amounts in order to determine the allocation portion(s) of the Purchase Price Allocation shall be arbitrated by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller (the “Accounting Firm”). Only items specified in the written objection shall be subject to adjustment by the Accounting Firm. The fees and other relevant amounts)expenses of the Accounting Firm shall be borne one-half each by Purchaser and Seller. Purchaser and Seller shall each file all Tax Returns for their respective taxable years in which the Closing occurs to reflect the allocations set forth in the Purchase Price Allocation. Purchaser and Seller shall each not, which allocation shall incorporatebefore any Governmental Authority, reflect and be consistent take any position in a Tax Return or otherwise inconsistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Purchase Price Allocation. Sellers Within thirty (30) days of the final determination of the Final Adjustment Statement, the Purchaser shall prepare and Purchaser agree deliver to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, Seller Parties an allocation of the Cash Consideration among the assets and shares deemed sold for U.S. federal income Tax purposes of the Sellers in accordance a manner consistent with Schedule IV attached hereto Section 1060 of the Code (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the The Purchase Price (and other relevant amounts) as of Allocation shall be deemed final unless the Closing Date, which allocation shall incorporate, reflect and be consistent with Seller Parties notify the Purchaser in writing that the Seller Parties object to one or more items reflected in the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder within thirty (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (6030) days after delivery of Purchaser’s Allocationthe Purchase Price Allocation to the Seller Parties. In the event of any such objection, deliver a notice the Seller Parties and the Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if the Seller Parties and the Purchaser are unable to resolve any dispute with respect to the Purchase Price Allocation within thirty (30) days after the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation delivery of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of Purchaser, such dispute shall be resolved by the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price AllocationReferee. All The fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm of such accounting firm shall be borne equally by Sellersthe Seller Parties and the Purchaser. Each Seller Party and the Purchaser shall each report, on the one handfor all Tax purposes, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and timely file all relevant Canadian and United States federal, provincial, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance a manner consistent with the Purchase Price Allocation. None In the event of Sellersany adjustment to the Cash Consideration pursuant to this Agreement, the Purchaser or any of their respective Affiliates shall take any position inconsistent revise the purchase price allocation in a manner consistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Purchase Price Allocation.

Purchase Price Allocation. Sellers and Purchaser agree to Within thirty (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (12030) days after the Closing Datedate upon which the post-closing adjustments described in Section 2.05(b) are finalized, Purchaser Buyer shall deliver to Parent a proposed prepare and submit for the Sellers’ Representative’s review an allocation of the Purchase Price purchase price, as determined for applicable Tax purposes and including assumed liabilities included in such purchase price for applicable Tax purposes (and other relevant amounts) as of the Closing Date, which allocation “Allocation Schedule”). The Allocation Schedule shall incorporate, reflect and be consistent prepared in accordance with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder, provided, however, the fair market value of inventory shall equal its cost and furniture, fixtures and equipment of the Company shall equal its accounting book value, net of depreciation, each as shown on the Financial Statements as of the end of the day immediately before the Closing Date. The Allocation Schedule shall be deemed final unless the Sellers’ Representative notifies Buyer in writing that the Sellers’ Representative objects to one or more items reflected in the Allocation Schedule within ten (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (6010) days after delivery of Purchaser’s Allocationthe Allocation Schedule to the Sellers’ Representative. In the event of any such objection, deliver a notice (the “Parent’s Sellers’ Representative and Xxxxx shall negotiate in good faith to resolve such dispute; provided that if the Sellers’ Representative and Buyer are unable to resolve any dispute with respect to the Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the Schedule within twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on after the disputed items or amounts in order to determine the allocation delivery of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant Allocation Schedule to the decision of the Independent Accounting Firm Sellers’ Representative, such dispute shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed resolved by the Independent Accounting Firm shall be borne equally by Sellers, on Accountant in accordance with the one hand, and Purchaser, on the other handprovisions of Section 2.05(b). The allocation of the Purchase Price (and other relevant amounts)allocation, as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted finalized pursuant to any agreement between Parent and Purchaser or this Section 7.08, is referred to herein as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Asset Allocation shall be adjusted, as necessary, Statement.” Except with respect to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7purchase price as determined for applicable Tax purposes, Section 2.9 or Section 7.10. Any such adjustment Buyer and each Seller Member shall be allocated bound by the Asset Allocation Statement for purposes of determining any Taxes, preparing and filing any Tax Returns, and the conduct any proceeding before any Tax Authority or otherwise. The Asset Allocation Statement shall be revised to take into account subsequent adjustments to the assetpurchase price as determined for applicable Tax purposes, assetsand the Parties shall cooperate with each other in good faith to promptly amend the Asset Allocation Statement, share as applicable, in a manner consistent with the methodology described in this Section 7.08. In the event that an Asset Allocation Statement is disputed by any Tax Authority, the Party receiving notice of such dispute shall promptly notify and consult with the other relevant Party or shares Parties concerning the resolution of such dispute. Buyer and each Seller Member shall cooperate in the preparation and timely filing of (if anyi) to which such adjustment is attributable; provided that IRS Form 8594 Asset Acquisition Statement Under Section 1060 of the Code (or any successor forms thereto), as applicable, and any comparable state or local or foreign forms or reports, and (ii) to the extent there are no such assets permissible by or sharesrequired by Law, such adjustment shall be allocated pro rata among any corrections, amendments or supplements (or additional forms or reports) thereto (including any supplements, amendments, forms or reports arising as a result of any adjustments to the assets and shares deemed sold purchase price as determined for U.S. federal income applicable Tax purposes). Sellers Buyer and Purchaser agree (Seller Members and their Affiliates covenant and agree to cause their respective Affiliates) to prepare that each shall report, act and file all relevant federal, state, local and foreign Tax Returns (includingin all respects and for all purposes consistent with such allocation. Neither Buyer, but not limited toany Seller Member, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or nor any of their respective Affiliates shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent such allocation unless otherwise required pursuant to by a “determination” determination within the meaning of Section 1313(a) of the Code (Code, provided, however, that nothing contained herein shall prohibit the parties from settling any proposed deficiency or adjustment by any similar provision Tax Authority based upon or arising out of applicable statesuch Tax treatment, local and no party shall be required to litigate before any court any proposed deficiency or foreign Law)adjustment by any Tax Authority challenging such Tax treatment.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates toa) allocate the The Final Purchase Price and (plus any assumed liabilities of the Acquired Entities to the extent treated as amount realized, purchase price for federal income tax purposes) (the “Tax purposes, Purchase Price”) shall be allocated among the assets of the Acquired Entities and shares deemed sold for U.S. federal income Tax purposes the Acquired Assets in accordance with Schedule IV attached hereto general principles to be mutually agreed upon by Sellers and Buyer prior to the Closing (the “Purchase Price AllocationAllocation Principles”). Within one hundred twenty ten (12010) days after the Closing Date, Purchaser Buyer shall deliver to Parent the Sellers a proposed allocation draft of the Tax Purchase Price allocation for the Sellers’ review and Buyer shall consider in good faith any reasonable comments submitted by the Sellers. The Sellers and Buyer shall use their reasonable efforts to agree on a final allocation (and other relevant amountsthe “Final Allocation”) as no later than ten (10) days after Sellers’ receipt of the Closing Datedraft. In the event the Sellers and Buyer cannot reach an agreement within such period, then the matters in dispute shall be resolved by the Independent Accountant, the costs of which allocation shall incorporate, reflect and will be consistent with the Purchase Price Allocation and be determined borne in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”Section 2.3(iii). If Parent disagrees with Purchaser’s AllocationAbsent fraud, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision determinations of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating Accountant as to the workmatters in dispute under this Section 2.4(a) will be final, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on the Sellers and Buyer. Each party agrees to (i) be bound by the Final Allocation (or the determinations of the Independent Accountant) solely for Tax purposes, (ii) act in accordance with Final Allocation (or the determinations of the Independent Accountant) in the preparation and filing of all Parties. The Allocation shall Returns (recognizing that in certain circumstances the Sellers will be adjustedtreated for federal or state income tax purposes as selling Membership Interests in, and Buyer will be treated as necessaryacquiring assets of, to reflect any subsequent adjustments to the Purchase Price pursuant to an Acquired Entity (as described in Section 2.76.1)), Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if anyiii) to which such adjustment is attributable; provided that to the extent there are no such assets or sharesrequired by applicable Law, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and timely file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) an Internal Revenue Service Form 8594 in accordance a manner consistent with the Allocation. None Final Allocation (or the determinations of Sellers, Purchaser the Independent Accountant) for the taxable year that includes the Closing Date and to make any timely comparable filings required by applicable state or any of their respective Affiliates shall local Law consistent therewith and (iv) not take any position inconsistent with the Final Allocation on (or the determinations of the Independent Accountant) for any Tax Return or in any Tax Proceedingpurpose, except in each case, except to the extent otherwise case as required pursuant to by a “determination” within the meaning of final determination (as defined in Section 1313(a) of the Code (Code) or any similar provision of applicable stateunless the other party consents thereto, local which consent shall not be unreasonably withheld, conditioned or foreign Law)delayed.

Purchase Price Allocation. Sellers and Purchaser agree to For U.S. federal (and agree to cause their respective Affiliates toapplicable state and local) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Income Tax purposes, the Purchaser and the Seller shall allocate the Closing Cash Proceeds, as finally determined pursuant to Section 2.04, and the assumed liabilities of the Company (plus any other items required to be taken into account under the Code) among the assets and shares deemed sold for U.S. federal income Tax purposes of the Company in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the methodologies set forth Schedule 2.07. Within ninety (90) days after the Closing Cash Proceeds are finally determined pursuant to Section 2.04, the Purchaser shall provide the Seller with a draft allocation prepared in accordance with the methodologies set forth Schedule 2.07 (the “Draft Purchase Price Allocation”). The Draft Purchase Price Allocation shall be binding upon the Purchaser’s , the Company and the Seller unless the Seller shall, within thirty (30) days of the delivery of the Draft Purchase Price Allocation to the Purchaser, provide to the Purchaser written notice of its objection to the Draft Purchase Price Allocation and the reasons therefor, in which event the Purchaser and the Seller shall endeavor in good faith to agree upon an allocation schedule (the “Final Purchase Price Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, the Purchaser and the Seller cannot resolve any such objections within sixty thirty (6030) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (Seller’s notice of objection, the items in question shall be resolved by the Valuation Firm and other relevant amounts). If shall be reflected in the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Final Purchase Price Allocation. If Parent The fees and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation expenses of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Valuation Firm shall incorporate, reflect be borne by the Purchaser and be the Seller in accordance with the provisions of Section 2.04(g). The Purchaser and the Seller shall file all Tax Returns and information reports in a manner consistent with the Final Purchase Price Allocation. All fees and expenses relating to Neither the work, if any, to be performed by Purchaser nor the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates Seller shall take any Tax position inconsistent with the Final Purchase Price Allocation on and neither the Purchaser nor the Seller shall agree to any proposed adjustment to the Final Purchase Price Allocation by any Tax Return or in any Tax Proceeding, in each case, except to authority without first giving the extent otherwise required other party prior written notice. If the Closing Cash Proceeds are adjusted pursuant to a “determination” within this Agreement, the meaning of Section 1313(a) of Final Purchase Price Allocation shall be adjusted as appropriate and the Code (or Purchaser and the Seller shall cooperate in good faith in making any similar provision of applicable state, local or foreign Law)such adjustments.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate The Purchase Price, the Purchase Price Assumed Liabilities, and any assumed liabilities other items that are treated as amount realized, consideration for Tax purposes, purposes (the “Tax Consideration”) shall be allocated among the assets and shares deemed sold for U.S. federal income Tax purposes Transferred Assets in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Purchase Price Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty No later than ninety (6090) days after delivery of Purchaser’s Allocationthe Closing Date, Purchaser shall deliver to Seller for review and comment a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. Seller and Purchaser shall negotiate in good faith to resolve any disagreements Seller has with such proposed Purchase Price Allocation; provided, however, that the parties acknowledge and agree that no portion of the Tax Consideration shall be allocated to, or paid or received in connection with, the assignment and assumption of the Princeton Lease pursuant to the Assumption of Lease. If Parent Seller and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the such disagreements, Seller and Purchaser shall have no further obligation under this Section 6.14(b) and shall each be permitted to separately determine and adopt its own Purchase Price (Allocation, which shall not be conclusive and binding on the other relevant amounts) determined pursuant to party. To the decision of the Independent Accounting Firm shall incorporate, reflect extent Purchaser and be consistent with Seller agree on the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the such Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjustedPurchaser and Seller, as necessaryand Seller, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7Purchaser, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall (i) prepare and file their respective Tax Returns (including IRS Form 8594) consistent with such Purchase Price Allocation, (ii) take any no position inconsistent with the such Purchase Price Allocation on with any Tax Return or in any Tax ProceedingTaxing Authority, in each case, except to the extent unless otherwise required pursuant to a final “determination” within the meaning of Section 1313(a) of the Code (or any similar analogous provision of applicable state, local or foreign and non-U.S. Tax Law), and (iii) make appropriate adjustments to such Purchase Price Allocation if the Purchase Price is adjusted after the date hereof (including pursuant to Article X).

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the The Final Purchase Price and any assumed liabilities treated as plus the aggregate amount realized, for Tax purposes, among of Assumed Liabilities included in the assets and shares deemed sold amount realized for U.S. federal income Tax tax purposes shall be allocated among the Purchased Assets pursuant to this Section 3.4 in accordance with their relative fair market values (which in the case of the Purchased Assets described on Schedule IV attached hereto 3.4 are set forth on such Schedule). Within 60 calendar days after the Final Purchase Price is determined, Buyer shall deliver to Sellers a statement (the “Final Allocation Statement”) setting forth: (a) the Final Purchase Price Allocationplus the aggregate amount of Assumed Liabilities to be included in the amount realized for U.S. federal income tax purposes (the “Final Allocable Amount”). Within one hundred twenty ; (120b) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) book value as of the Closing Date, which allocation shall incorporateas reflected on the Closing Balance Sheet or the books of Alpart, reflect of each Seller’s right, title and be consistent with interest in (i) the Purchase Price Allocation amounts due from Alpart to its partners for funds advanced to Alpart to cover costs of operations, including interest, but excluding depreciation, and be determined in a manner consistent with Sections 338 and 1060 (ii) the Kaiser Alpart Loans; (c) the book value as of the Code and Closing Date, as reflected on the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation books of the Purchase Price applicable Seller, of the KBC Shares, the Kaiser Shares and any other shares of Alpart Farms Common Stock owned by Sellers; and (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20d) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price Final Allocable Amount among the Purchased Assets in accordance with their relative fair market values as of the Closing Date as reasonably determined by the Buyer, provided that, in accordance with Schedule 3.4, (and other relevant amountsA) with respect to those Purchased Assets described in the preceding clause (b), which allocation their fair market values as of the Closing Date shall incorporate, reflect and be consistent their book values as of the Closing Date (as set forth in accordance with the Purchase Price Allocationpreceding clause (b)) and (B) with respect to the Alpart Pechiney Contract, the Alpart Trafigura Contract and the Kaiser Contracts other than the Management Agreement, their fair market values as of the Closing Date shall be zero. Sellers shall take such actions as may be reasonable requested by Buyer to assist Buyer in the preparation of the Final Allocation Statement. Within 30 calendar days after their receipt of the Final Allocation Statement, Sellers may deliver to Buyer a written objection to the allocation set forth therein specifying in reasonable detail the nature and basis of such objection (a “Dispute Notice”); provided, however, that Sellers may only object to such allocation to the extent it deviates from the requirements of this Section 3.4. If Parent Sellers do not deliver a Dispute Notice to Buyer within such time period, then Buyer’s allocation as set forth in the Final Allocation Statement shall be final and Purchaser are unable binding on Sellers and Buyer. Sellers and Buyer shall consult with each other and attempt to reach resolve in good faith any objections contained in a Dispute Notice. If Sellers and Buyer, notwithstanding such good faith efforts, cannot resolve the matters contained in a Dispute Notice within 30 calendar days after the Buyer’s receipt of the Dispute Notice, then Buyer and Sellers shall engage, by mutual agreement, they shall promptly thereafter cause one of the “Big Four” accounting firms or any other nationally recognized accounting firm (the “Independent Auditor”) to resolve the matters remaining in dispute; provided that, the Independent Accounting Firm to resolve any remaining disputes. Any Auditor shall first determine whether Buyer’s allocation of the Purchase Price (and other relevant amounts) determined pursuant as to the matters remaining in dispute is reasonable, and if the Independent Auditor determines that such allocation is reasonable, then Buyer’s allocations set forth in the Final Allocation Statement as to such matters shall be final and binding on Sellers and Buyer. The decision of the Independent Accounting Firm Auditor shall incorporate, reflect be final and be consistent with binding on the Purchase Price Allocationparties. All The fees and expenses relating to the work, if any, to be performed by of the Independent Accounting Firm Auditor shall be borne equally by SellersBuyer, on the one hand, and PurchaserSellers, on the other hand. The allocation Each of the parties shall report the purchase and sale of the Purchased Assets in all Tax Returns in accordance with the allocation determined pursuant to this Section 3.4; provided, however, that Buyer’s aggregate basis in the Purchased Assets may exceed the total amount allocated in order to reflect the Buyer’s capitalized transaction costs not included in Final Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by Assumed Liabilities included in the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold amount realized for U.S. federal income Tax tax purposes. Sellers , and Purchaser agree (and agree Sellers’ aggregate amount realized may be less that the total amount allocated in order to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)reflect its transaction costs.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within No later than one hundred twenty (120) days after the Closing Date, Purchaser Buyer shall deliver to Parent the Company a proposed allocation of schedule (i) allocating the Purchase Price (and other relevant amountsany adjustments thereto as determined for U.S. federal income tax purposes) between each Seller (or, in the case of a Seller that is an entity that is treated as of the Closing Datedisregarded for U.S. federal income tax purposes, which allocation shall incorporatesuch Seller’s regarded owner for U.S. federal income tax purposes), reflect and be consistent with (ii) allocating the Purchase Price (and any adjustments thereto as determined for U.S. federal income tax purposes) among the Purchased Assets (and if a Purchased Asset is an equity interest in a Purchased Entity that is classified as a disregarded entity for U.S. federal income tax purposes, the assets of such Purchased Entity) and Assumed Liabilities of such Seller (or such Seller’s regarded owner for U.S. federal income tax purposes), (such schedule, the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code, the regulations promulgated thereunder, and be determined any similar provision of applicable Law. The Parties shall (and shall cause their respective Affiliates to) file all Tax Returns, including Form 8594 (Asset Acquisition Statement under Section 1060 of the Code), in a manner consistent with Sections 338 the Allocation Schedule and 1060 of the Code and the Treasury Regulations promulgated thereunder shall not take (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or permit any of their respective Affiliates shall take to take) any position inconsistent with the Allocation on therewith upon examination of any Tax Return or Return, in any Tax Proceedingrefund claim, in each caseany Proceeding related to Taxes, except to the extent or otherwise unless otherwise required pursuant to a “determination” by determination within the meaning of Section 1313(a) of the Code (and comparable provision of state, local, or non-U.S. Laws) or other binding settlement on audit. If any taxing authority disputes the final Allocation Schedule, the Party receiving notice of the dispute shall promptly notify the other Party hereto of such dispute and the Parties shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the Allocation Schedule; provided that, subject to the immediately succeeding proviso, nothing in this Section 2.08 shall impede the ability of any of the Parties or any similar provision of applicable state, local or foreign Law)their respective Affiliates to compromise and/or settle any Proceeding relating to the Allocation Schedule.

Purchase Price Allocation. Sellers and Purchaser The Parties agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the Code and any assumed liabilities treated as amount realized, for Tax purposes, applicable Treasury Regulations) among the assets and shares deemed sold for U.S. federal income Tax purposes Purchased Assets in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the principles set forth on Schedule 2.3 (the “Purchaser’s "Purchase Price Allocation”"). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty Within five (605) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation final determination of the Closing Date Balance Sheet and the Closing Schedule as provided in Section 2.2, the Buyer shall deliver to the Seller a draft Purchase Price Allocation. The Seller shall have the right to review such draft Purchase Price Allocation and shall notify the Buyer in writing of any objections within thirty (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (2030) days following after receipt of such delivery, use commercially reasonable efforts draft Purchase Price Allocation. The Parties shall cooperate in good faith to reach agreement on the disputed items or amounts in order amounts, if any. If the Parties are unable to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with reach an agreement regarding the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they then within thirty (30) days following receipt by the Buyer of the Seller's written objections, any disagreement shall promptly thereafter cause be resolved by the Independent Accounting Firm Accountants whose involvement shall be limited solely to resolve any remaining disputesdisputed items. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the The Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser the Buyer if no Parent’s Allocation Notice has timely written objection by the Seller shall have been given, as adjusted pursuant to any agreement between Parent and Purchaser the Parties or as determined by the Independent Accounting Firm (the “Allocation”) Accountants, shall be conclusive final and binding on all the Parties. The Allocation Any fees and expenses of the Independent Accountants shall be adjusted, as necessary, borne equally by the Seller and the Buyer. Subject only to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7as provided in this Agreement, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares Parties agree (if anyi) to which such adjustment is attributable; provided that to be bound by the extent there are no such assets or sharesPurchase Price Allocation, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliatesii) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) act in accordance with the Allocation. None Purchase Price Allocation in the preparation of Sellersfinancial statements and filing of all Tax Returns (including filing Form 8594 with the United States federal Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Purchaser Tax review or any of Tax litigation relating thereto, and (iii) to take no position and to cause their respective Affiliates shall to take any no position inconsistent with the Purchase Price Allocation on any for Tax Return or purposes, including United States federal and state income Tax and foreign income Tax. Not later than thirty (30) days prior to filing their respective Forms 8594 (and analogous state forms) relating to the transaction contemplated by this Agreement, each Party shall deliver to the other Parties a copy of its Form 8594 (and analogous state forms). In the event that a Governmental Authority disputes the Purchase Price Allocation, the Party receiving notice of such dispute shall promptly notify the other Party, and the Parties shall reasonably cooperate to defend the Purchase Price Allocation in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)proceeding.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the The Total Purchase Price and any assumed liabilities treated as amount realizedshall, for Tax purposespurposes of complying with the requirements of Section 1060 of the Internal Revenue Code of 1986, among as amended, and the assets and shares deemed sold for U.S. federal income Tax purposes regulations thereunder, be allocated in accordance with Schedule IV the allocation statement attached hereto as Exhibit F (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s AllocationStatement”). If Parent disagrees with Purchaser’s Allocationthe Total Purchase Price is adjusted as a result of the forfeiture of the First Earn-out and/or the Second Earn-out pursuant to Section 2.4, Parent mayor as a result of any indemnification claims pursuant to Section 10, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice then the parties agree that such adjusted Total Purchase Price (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Adjusted Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “AllocationPrice”) shall be conclusive allocated in the same proportion as set forth on the attached Allocation Statement. Buyer and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and Seller agree to cause their respective Affiliates) to each prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance on a timely basis with the AllocationInternal Revenue Service (and applicable state tax authorities) substantially identical Internal Revenue Service Forms 8594 (and corresponding state tax forms) consistent with such allocation of the Total Purchase [THE SYMBOL [**] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. None of SellersCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.] Price (or, Purchaser or any of their respective Affiliates shall take any position inconsistent with if applicable, the Allocation on Adjusted Purchase Price). If any Tax Return or authority challenges such allocation, the party receiving notice of such challenge shall give the other prompt written notice thereof and the parties shall cooperate in any Tax Proceeding, in each case, except order to preserve the extent otherwise required pursuant to a “determination” within the meaning effectiveness of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)such allocation.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) No later than 90 days after following the Closing Date, the Purchaser shall deliver to Parent provide the Sellers with a proposed allocation of the Purchase Price (and other relevant amounts) as the Assumed Liabilities among the Purchased Assets. If the Sellers do not deliver a written notice disagreeing with the Purchaser’s proposed allocation within 30 days following the Sellers’ receipt thereof, the proposed allocation shall be final. If the Sellers deliver a written notice disagreeing with the Purchaser’s proposed allocation within 30 days following the Sellers’ receipt thereof, the Parties shall use commercially reasonable efforts to resolve such dispute within 30 days following the date of the Closing Date, which allocation shall incorporate, reflect and be consistent with dispute notice. If the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code Sellers and the Treasury Regulations promulgated thereunder (Purchaser are unable to resolve such dispute within such 30-day period, they shall refer such dispute to an independent accounting firm or appraisal firm jointly selected by the “Purchaser’s Allocation”)Parties, whose determination shall be final and binding on the Sellers and the Purchaser for all purposes of this Agreement. If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed The final allocation of the Purchase Price and the Assumed Liabilities among the Purchased Assets, determined in accordance with this Section 7.4(b), shall be set forth on a written schedule (and other relevant amountsthe “Allocation Schedule”). If the Parent’s Allocation Notice is duly deliveredThe expenses, Parent fees and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation costs of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm independent accounting firm or appraisal firm shall be borne shared equally by between the Sellers, on the one hand, and the Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and the Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, any Tax Returns required to be filed with any taxing authority (including Internal Revenue Service Form 8594 and any comparable form under state, local and local, or foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594law) in accordance with the AllocationAllocation Schedule. None of Sellers, The Purchaser or any of their respective Affiliates and Sellers shall not take any position contrary thereto or inconsistent with therewith in any audits or examinations by any Governmental Authority or any other proceeding; provided, however, that nothing contained herein shall prevent the Purchaser or Sellers from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation on Schedule and neither the Purchaser nor Sellers shall be required to litigate before any Tax Return court any proposed deficiency or in adjustment by any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Governmental Authority challenging such Allocation Schedule.

Purchase Price Allocation. Sellers Except as Acquiror and Purchaser the Members may otherwise agree in writing or as may be otherwise required pursuant to a final determination within the meaning of Section 1313(a) of the Code or corresponding provisions of state, local, or non-U.S. tax Law, within one hundred and twenty (120) days following the Closing, Acquiror shall prepare and shall deliver to the Members an allocation of the Tax Purchase Price (as adjusted pursuant to this Agreement) among the assets of the Company and its Subsidiaries (the “Purchase Price Allocation”). The Purchase Price Allocation shall contain sufficient detail to permit the parties to make any computations and adjustments required under Sections 704(c), 741, 743, 751 and 754 of the Code and the Treasury Regulations thereunder. Acquiror shall consider in good faith any of the Members’ reasonable comments to the Purchase Price Allocation if received within thirty (30) days of Acquiror’s delivery of the Purchase Price Allocation to the Members. The Purchase Price Allocation shall be final and binding, and the parties shall use the Purchase Price Allocation for valuing the assets of the Company and its Subsidiaries on the date of Closing for all income Tax purposes, including Sections 704(c), 741 and 751 of the Code. The parties hereto agree to (and agree to cause their respective Affiliates to) allocate (i) be bound by the Purchase Price and Allocation (as finally determined) for purposes of determining any assumed liabilities treated as amount realizedTaxes, for Tax purposes, among (ii) report the assets and shares deemed sold for U.S. federal income Tax purposes transactions consummated pursuant to this Agreement in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation (as finally determined) and be determined in (iii) not take a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent position inconsistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price Allocation (and other relevant amountsas finally determined) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any applicable Tax Return or in any Tax Proceedingaudit, in each caseexamination or proceeding, except unless required to do so by a determination of an applicable Governmental Authority that is final and non-appealable. Acquiror may update or otherwise supplement the extent otherwise required Purchase Price Allocation consistent with this Agreement as may be necessary from time to time, including to take into account any payments made pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)2.4.

Purchase Price Allocation. Sellers For income Tax purposes, the Parties agree that the sale of the Units is intended to be treated as a sale and Purchaser agree purchase of assets. Within sixty (60) days after the determination of Final Closing Net Working Capital, the Buyer shall, after consultation with the Seller, deliver to (and agree to cause their respective Affiliates to) allocate the Seller a schedule allocating the Purchase Price (and any assumed liabilities treated as amount realized, for Tax purposes, of the Company) among the assets of the Company and shares deemed sold applicable covenants in Section 6.2 for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 applicable provisions of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s AllocationPurchase Price Allocation Schedule”). If Parent disagrees with PurchaserSubject to the Seller’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation approval of the Purchase Price (Allocation Schedule, the Buyer and other relevant amounts). If the Parent’s Allocation Notice is duly deliveredSeller shall each report, Parent act, and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (file all Tax Returns and other relevant amounts), which allocation shall incorporate, reflect and be consistent information reports consistently with the Purchase Price Allocation. If Parent Allocation Schedule (as appropriately adjusted) and Purchaser are unable to reach such agreement, they shall promptly thereafter cause not take any position during the Independent Accounting Firm to resolve course of any remaining disputes. Any allocation of the Purchase Price (and audit or other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent Proceeding that is inconsistent with the Purchase Price Allocation. All fees and expenses relating Allocation Schedule, unless required to do so by applicable Law or a final determination of an applicable Governmental Entity; provided, that if the work, if any, parties are unable to be performed by the Independent Accounting Firm shall be borne equally by Sellers, agree on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (Allocation Schedule after consulting with each other in good faith, the parties shall submit the Purchase Price Allocation Schedule to Xxxxx Xxxxxxxx for review, and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) Xxxxx Xxxxxxxx’x determination shall be conclusive and binding on all Partiesthe parties. The Allocation Buyer and the Seller shall be adjusted, as necessary, to reflect any subsequent make appropriate adjustments to the Purchase Price pursuant Allocation Schedule to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated reflect adjustments to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Purchase Price.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser Merck shall deliver to Parent a proposed prepare an allocation of the Purchase Price (the "Purchase Price Allocation") among the assets of Merial and other relevant amountsits Subsidiaries in accordance with an appraisal to be conducted by an appraiser selected by Merck and reasonably satisfactory to Purchaser, provided that such appraisal shall be satisfactory to both Merck and Purchaser, such appraisal to be commenced promptly after the date hereof. If such an appraisal is not acceptable to both Merck and Purchaser, then Merck and Purchaser shall negotiate in good faith to reach an agreement with respect to the Purchase Price Allocation. In no event shall the Purchase Price Allocation be prepared later than 30 days prior to the due date (without extension) as of the U.S. federal income Tax Return of Merck for the period that includes the Closing Date. Each of Merck and the Purchaser agrees that, which allocation except to the extent (i) required by applicable law or (ii) subsequently determined, by reason of change of law or facts, that there is not at least substantial authority (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) for such Purchase Price Allocation, it shall incorporate(and, reflect in the case of Purchaser, shall cause Merial and be its Subsidiaries to) file all Tax Returns consistent with the Purchase Price Allocation and be determined shall not take any position (whether in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocationaudits, Parent may, within sixty (60Tax Returns or otherwise) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice that is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent inconsistent with the Purchase Price Allocation. If Parent Notwithstanding any other provision of this Agreement, and except as limited by the following sentence, the provisions of this Clause 9.9 shall survive the Closing without limitation. In the event Merck and Purchaser are unable to reach such agreement, they shall promptly thereafter cause agree with respect to the Independent Accounting Firm to resolve any remaining disputes. Any allocation preparation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning time contemplated by this clause, the provisions of Section 1313(a) of the Code (this clause shall have no further force or any similar provision of applicable state, local or foreign Law)effect.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate Seller shall prepare an allocation of the Purchase Price between the Bond and the Securities and the amount allocated to the Securities (and any liabilities deemed assumed liabilities treated as amount realized, for Tax purposes, among and other capitalized costs) amongst the assets and shares deemed sold for U.S. federal income Tax purposes of the Company in accordance with Schedule IV attached hereto Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or non-U.S. law, as appropriate) (the “Purchase Price Allocation”); provided that the Allocation shall be subject to Exhibit B which sets forth provisions regarding the Allocation with respect to the property, plant and equipment and inventory of the Company. Within Seller shall deliver the Allocation to Purchaser within one hundred twenty (120) days after the Closing Date for Purchaser’s review, comment, and consent (which shall not be unreasonably withheld, delayed, or conditioned). Purchaser shall comment on the Allocation within fifteen (15) Business Days of receipt thereof. In the event the Base Purchase Price is adjusted pursuant to Section 2.6 (Purchase Price Adjustment), Seller shall, no later than fifteen (15) Business Days following the Determination Date, prepare and deliver to Purchaser a proposed revised allocation schedule that reflects such adjustments for Purchaser’s review, comment, and consent (which shall not be unreasonably withheld, delayed, or conditioned). Purchaser shall deliver to Parent a proposed comment on the revised allocation within fifteen (15) Business Days of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent receipt thereof and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts and Seller shall cooperate in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm good faith to resolve any remaining disputescomments related thereto. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Neither Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or nor Seller nor any of their respective Affiliates shall file any Tax Return or otherwise take any position or agree to take any position in any audit, proceeding or otherwise that is inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of if applicable, the revised allocation) unless required to do so by applicable statelaw. Purchaser shall timely and properly prepare, local execute, file and deliver all such documents, forms and other information as Seller may reasonably request in preparing such Allocation (or foreign Lawif applicable, the revised allocation).

Purchase Price Allocation. Sellers and Purchaser The Parties agree to (and agree to cause their respective Affiliates to) allocate that the Purchase Price and any assumed liabilities purchase of the Interests contemplated herein will be treated as amount realizeda sale of the assets, and assumption of the liabilities, of the Acquired Companies for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”)purposes. Within one hundred twenty sixty (12060) days after the Closing Date, Purchaser Buyer shall prepare and deliver to Parent a Seller an allocation schedule setting forth Buyer’s proposed allocation of the Purchase Price (and other relevant amounts) as consideration among the assets of the Closing DateAcquired Companies that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Allocation”). If Seller objects to the Allocation, then Seller shall provide Buyer written notice thereof within thirty (30) days after receiving the Allocation. If the Parties are unable to agree on any matter set forth in the Allocation, the Parties shall refer such dispute to the Independent Accountants, which allocation firm shall make a final and binding determination as to the matters in dispute within thirty (30) days following its appointment, and promptly shall notify the parties in writing of its resolution. Any Allocation determined pursuant to the decision of the Independent Accountants shall incorporate, reflect and be consistent with Section 1060 of the Purchase Price Code and the Treasury Regulations promulgated thereunder. Each party shall be liable for and pay one-half of the fees and other costs charged by the Independent Accountants. Seller and Buyer shall use commercially reasonable efforts to update the Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (following any adjustment to the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the allocable Purchase Price (and or any other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold constituting consideration for U.S. federal income Tax purposespurposes pursuant to this Agreement. Sellers Seller and Purchaser agree (Buyer shall, and agree to shall cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited Affiliates to, IRS Forms 8883 and 8594report consistently with the Allocation (as finally resolved pursuant to this subsection) in accordance all Tax Returns, including IRS Form 8594, which Seller and Buyer shall timely file with the Allocation. None IRS, and none of Sellers, Purchaser or any of their respective Affiliates the Parties shall take any position in any Tax Return that is inconsistent with the Allocation on any Tax Return or in any Tax Proceeding(as finally resolved pursuant to this subsection), as adjusted, in each case, except to the extent otherwise required pursuant to by a “determination” within the meaning of final determination as defined in Section 1313(a) 1313 of the Code (or with the consent of the other Parties, which shall not be unreasonably withheld, conditioned or delayed. Each of Seller and Buyer agrees to promptly advise the other regarding the existence of any similar provision of applicable stateTax audit, local controversy or foreign Law)litigation related to the Allocation.

Purchase Price Allocation. Sellers and Purchaser agree The Parties shall allocate five percent (5%) of the Final Closing Consideration to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, Restrictive Covenants for Tax purposes. The Parties acknowledge and agree that the Tax allocation, among if any, of the assets Final Closing Consideration to Restrictive Covenants shall not, in any way, limit any remedy available to Purchaser for any breach by any Seller Party of any Restrictive Covenants. The Parties shall allocate the remainder of the Final Closing Consideration (and shares deemed sold for U.S. federal income Tax purposes any other relevant items) to the Acquired Assets in accordance with Schedule IV attached hereto Section 1060 of the Code. NIS shall provide to Purchaser a draft allocation within ninety (the “Purchase Price Allocation”). Within one hundred twenty (12090) days after the Closing Date. Within forty-five (45) days after NIS’s delivery of the draft allocation, Purchaser shall deliver notify NIS of any objections it may have thereto. The Parties shall attempt in good faith to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent resolve any disagreement with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser respect to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts)allocation. If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser Parties are unable to reach such an agreement, they shall promptly thereafter cause the Independent Accounting Firm Accountant to resolve any remaining disputes. Any allocation The Parties shall split the costs of such Accountant equally. The Parties agree to file all Tax Returns (including IRS Form 8594) consistent with the Purchase Price (and other relevant amounts) purchase price allocation, as finally determined pursuant to this Section 2.6. The Parties shall revise the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the workpurchase price allocation, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as when necessary, to reflect take into account any subsequent adjustments adjustment to the Purchase Price pursuant to Section 2.7this Agreement using the same methodologies as were used in compiling the initial allocation; provided, Section 2.9 or Section 7.10. Any such adjustment however, that, for the avoidance of doubt, no additional amounts shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold Restrictive Covenants for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to To the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) 483 of the Code (or any similar succeeding or corresponding provision of applicable statelaw applies to characterize portions of the Purchase Price as interest payments, local or foreign Law)the Parties hereby agree to so treat them.

Purchase Price Allocation. Sellers The fair market value as of the Effective Time of the Merger Consideration paid to the holders of Company Common Units shall be allocated among such holders as set forth on the Allocation Statement. During the 30-day period following the determination of Net Working Capital, Buyer and Purchaser the Member Representative shall work in good faith to agree to on an allocation of the fair market value of the Merger Consideration (and agree to cause their respective Affiliates to) allocate plus the Purchase Price and any assumed assumption of former Company liabilities treated as amount realized, purchase price for Tax purposes, ) among the former Company assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”)thereunder. If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60Any Net Working Capital Adjustment pursuant to Section 1.11(e) days after delivery of Purchaser’s Allocation, deliver shall be allocated in a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be manner consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with parties hereto cannot agree on the Purchase Price Allocation, Buyer and the Member Representative, on behalf of the Members, will submit the disputed items to the Accounting Firm. All Acting as an expert and not as an arbitrator, the Accounting Firm will promptly review only those unresolved items and resolve the dispute. The fees and expenses relating to of the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by SellersBuyer, on the one hand, and Purchaserthe Members (from the Escrow Amount), on the other hand. The allocation decision of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall will be final, conclusive and binding on all Partiesthe parties. Each of the parties agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable (but in no event later than thirty (30) days) after the commencement of the Accounting Firm’s engagement. The Purchase Price Allocation shall be adjustedbinding on Buyer, as necessarythe Surviving Entity, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7Bank, Section 2.9 or Section 7.10. Any the Company and the Members, and all of such adjustment Persons shall be allocated to the assetreport, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare act and file all relevant federal, state, local and foreign Tax Returns (includingincluding IRS Form 8594, but not limited to, IRS Forms 8883 and 8594as applicable) in accordance all respects and for all purposes consistent with the Allocationsuch allocation. None of Sellers, Purchaser or any of their respective Affiliates No such Person shall take any position in any Tax Return (including any amendment thereto) that is inconsistent with the Allocation on any Tax Return or in any Tax ProceedingPurchase Price Allocation; provided, in however, that with respect to each case, except disbursement from the Escrow Account to the extent otherwise Members, interest shall be imputed on such amount, as required pursuant to a “determination” within the meaning of by Section 1313(a) 483 or 1274 of the Code (or any similar provision of applicable state, local or foreign Law)Code.

Purchase Price Allocation. The Buyer and the Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) shall allocate the Purchase Price and any assumed liabilities treated as amount realized(plus other relevant items, including the Liabilities of the Company that the Buyer is deemed to assume for Tax purposes, ) among the respective assets and shares deemed sold for U.S. federal income Tax purposes of the Company in accordance with Schedule IV the residual method principles of Sections 1060 and 338 of the Code and the regulations promulgated thereunder and consistent with the methodology attached hereto as Schedule 5.3(j) (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser The Buyer shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with Sellers’ Representative the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within no later than sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (following the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation final determination of the Purchase Price pursuant to Section 1.5. The Sellers’ Representative shall notify the Buyer of any objections to the Purchase Price Allocation in writing within thirty (and other relevant amounts30) days after the Sellers’ Representative receives the Purchase Price Allocation (the “PPA Period”). If the Parent’s Sellers’ Representative does not notify the Buyer of any objections to the Purchase Price Allocation Notice is duly deliveredin writing, Parent and Purchaser shallwithin the PPA Period, the Purchase Price Allocation shall be construed as final. If the Sellers’ Representative notifies the Buyer of an objection to the Purchase Price Allocation in writing during the twenty PPA Period and the Buyer and the Sellers’ Representative are unable to resolve their differences within thirty (2030) days following such deliveryafter the end of the PPA Period, use commercially reasonable efforts to reach agreement on then the disputed items or amounts in order to determine the allocation of on the Purchase Price Allocation shall be submitted to the Tax Dispute Accountant within five (and other relevant amounts), which allocation shall incorporate, reflect and be consistent 5) days after the end of such 30-day period for resolution with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price costs paid fifty percent (and other relevant amounts50%) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by SellersSellers (jointly and severally), on the one hand, and Purchaserfifty percent (50%) by the Buyer, on the other hand, and the Tax Dispute Accountant shall be instructed to deliver a finalized Purchase Price Allocation as soon as possible. The allocation of Buyer, the Sellers and their respective Affiliates shall report, act and file all Tax Returns (including IRS Form 8883) in all respects and for all purposes consistent with the Purchase Price (and other relevant amounts), Allocation as prepared by Purchaser if no Parent’s Allocation Notice has been given, well as adjusted pursuant any amendments to such Tax Returns required with respect to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments adjustment to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the AllocationPrice. None of the Buyer, or the Sellers, Purchaser or any of their respective Affiliates shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Allocation information set forth on any the final Purchase Price Allocation, unless required to do so by applicable Law; provided, however, that (i) the Buyer’s cost for the assets that it is deemed to acquire may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so allocated and (ii) the amount realized by the Sellers may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)purposes.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within No later than one hundred twenty (120) days after the Closing Date, Purchaser Buyer shall deliver to Parent the Company a proposed allocation of schedule (i) allocating the Purchase Price (and other relevant amountsany adjustments thereto as determined for U.S. federal income tax purposes) between each Seller (or, in the case of a Seller that is an entity that is treated as of the Closing Datedisregarded for U.S. federal income tax purposes, which allocation shall incorporatesuch Seller’s regarded owner for U.S. federal income tax purposes), reflect and be consistent with (ii) allocating the Purchase Price (and any adjustments thereto as determined for U.S. federal income tax purposes) among the Purchased Assets (and if a Purchased Asset is an equity interest in a Purchased Entity that is classified as a disregarded entity for U.S. federal income tax purposes, the assets of such Purchased Entity) and Assumed Liabilities of such Seller (or such Seller’s regarded owner for U.S. federal income tax purposes) (such schedule, the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code, the regulations promulgated thereunder, and be determined any similar provision of applicable Law. The Parties shall (and shall cause their respective Affiliates to) file all Tax Returns, including Form 8594 (Asset Acquisition Statement under Section 1060 of the Code), in a manner consistent with Sections 338 the Allocation Schedule and 1060 of the Code and the Treasury Regulations promulgated thereunder shall not take (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or permit any of their respective Affiliates shall take to take) any position inconsistent with the Allocation on therewith upon examination of any Tax Return or Return, in any Tax Proceedingrefund claim, in each caseany Proceeding related to Taxes, except to the extent or otherwise unless otherwise required pursuant to a “determination” by determination within the meaning of Section 1313(a) of the Code (and comparable provision of state, local, or non-U.S. Laws) or other binding settlement on audit. If any taxing authority disputes the final Allocation Schedule, the Party receiving notice of the dispute shall promptly notify the other Party hereto of such dispute and the Parties shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the Allocation Schedule; provided that, subject to the immediately succeeding proviso, nothing in this Section 2.07 shall impede the ability of any of the Parties or any similar provision of applicable state, local or foreign Law)their respective Affiliates to compromise and/or settle any Proceeding relating to the Allocation Schedule.

Purchase Price Allocation. Sellers Buyer and Purchaser Seller agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price (and any assumed liabilities other relevant items treated as amount realized, consideration for income Tax purposes, ) among the assets and shares deemed sold Acquired Assets for U.S. federal all income Tax purposes in accordance with Schedule IV attached hereto the methodology set forth in Section 1060 of the Code (the “Allocation Principles”). Within 30 calendar days after the Purchase Price is finally determined under Section 1.6, and within 60 calendar days after the release of any Escrow Amount or any other adjustment to the Purchase Price hereunder, Buyer shall in good faith prepare and provide Seller with an allocation of the Purchase Price (and any other relevant items treated as consideration for income Tax purposes) in a manner consistent with the Allocation Principles and the provisions of this Section 1.9 (the “Purchase Price Allocation”)) for Seller’s review and approval. Within The Purchase Price Allocation shall be conclusive and binding on the Parties unless Seller notifies Buyer in writing that Seller objects to one hundred twenty (120) or more items reflected in the Purchase Price Allocation, and specifies the reasonable basis for such objection, within 30 days after the Closing Date, Purchaser shall deliver delivery to Parent a proposed allocation Seller of the Purchase Price Allocation. In the case of such an objection, Seller and Xxxxx shall negotiate in good faith to resolve any disputed items. Any resolution by Seller and Buyer shall be conclusive and binding on the Parties once set forth in writing (any such conclusive and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the binding Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (Allocation, the “Purchaser’s Final Purchase Price Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees Xxxxxx and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser Xxxxx are unable to reach such agreementresolve all disputed items within 20 days after the delivery of Seller’s written objection to Buyer, they shall promptly thereafter cause retain the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocationterms of this Agreement. All fees Any costs and expenses relating to the work, if any, to be performed by of the Independent Accounting Firm incurred pursuant to this Section 1.9 shall be borne equally by SellersSeller, on the one hand, and PurchaserBuyer, on the other hand. The allocation of the Final Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been givenAllocation, as adjusted pursuant to any agreement between Parent Seller and Purchaser Buyer or as determined by the Independent Accounting Firm (the “Allocation”) pursuant to this Section 1.9, shall be conclusive and binding on all the Parties. Buyer and Seller shall file all Tax Returns (including any amended Tax Returns and claims for refunds) in a manner consistent with the Final Purchase Price Allocation and, to the extent applicable, shall each execute and timely file IRS Form 8594, and any equivalent state, local or other Tax Returns consistent with the Final Purchase Price Allocation. The Final Purchase Price Allocation shall be adjusted, as necessary, to reflect any subsequent payments treated as adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10this Agreement. Any such adjustment shall be allocated allocated, consistent with this Section 1.9 to the asset, assets, share or shares (if any) Acquired Assets to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall the Parties will take any position inconsistent with the Final Purchase Price Allocation on any Tax Return or in any audit or Tax Proceedingproceeding, provided, however, that nothing contained herein shall prevent any Party from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the allocation specified in each casethe Final Purchase Price Allocation, except and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Entity challenging such allocation. Notwithstanding the foregoing, the Parties recognize that certain allocations may be necessary prior to the extent otherwise required pursuant above time schedule, such as in the case of any Tax Returns related to Transfer Taxes, and agree to reasonably cooperate in determining the appropriate allocation in a “determination” within the meaning of Section 1313(a) of the Code (or timely manner. Notwithstanding any similar other provision of applicable statethis Agreement, local or foreign Law)the terms and provisions of this Section 1.9 shall survive the Closing indefinitely.

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty and eighty (120180) days after following the last day of the month in which the Closing Dateoccurs, or, as Seller and Purchaser may otherwise agree, Purchaser shall deliver to Parent a proposed prepare an allocation of the Purchase Price (and all other relevant amountsallocable costs) as of and Assumed Liabilities among the Closing Date, which allocation shall incorporate, reflect and be consistent Purchased Assets in accordance with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or non-U.S. law, as appropriate) pursuant to the methodology set forth on Schedule 10.1 (the “Purchaser’s Allocation”). Purchaser shall submit the Allocation to Seller for approval. Purchaser will make available to Seller and its accountant all records of work papers used in preparing the Allocation. Seller shall have thirty (30) days to review the Allocation. If Parent Seller does not deliver written notice to Purchaser of any disagreement with Purchaser’s calculations within such thirty (30) day review period, then the Allocation shall become final. If Seller disagrees with any item set forth in Purchaser’s Allocation, Parent may, within sixty the parties will have fifteen (6015) days after delivery of Purchaser’s Allocation, deliver a notice (to attempt to mutually resolve the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation disagreement. If any item remains in dispute at the end of the Purchase Price fifteen (15) day period, the dispute will be submitted to and other relevant amounts)settled by the Accounting Mediator. If the Parent’s Allocation Notice is duly delivered, Parent Seller and Purchaser shall, during shall jointly engage the twenty (20) days following such delivery, use commercially reasonable efforts Accounting Mediator to reach agreement on review this Agreement and to resolve the disputed items or amounts for the purpose of calculating the Allocation. In making such calculation, the Accounting Mediator shall, acting as an expert and not an arbiter, consider only those items or amounts in order to determine the allocation Purchaser’s calculation of the Purchase Price (and other relevant amounts), Allocation as to which allocation shall incorporate, reflect and Seller has disagreed. The Accounting Mediator’s determination will be consistent with the Purchase Price Allocation. If Parent based solely on presentations by Seller and Purchaser are unable and applicable Tax Legal Requirements, and the Accounting Mediator shall deliver to reach Seller and Purchaser as promptly as practicable (but in any event within thirty (30) days of its engagement) a report setting forth such agreement, they calculation. Such report shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputesbe final and binding upon Seller and Purchaser. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All The fees and expenses relating to of the work, if any, to be performed by the Independent Accounting Firm Mediator shall be borne equally by Sellers, on the one hand, Seller and Purchaser. Purchaser, on the other hand. The allocation Selling Parties and their Affiliates agree (i) that the Allocation shall represent the fair market values of the Purchase Price Purchased Assets, (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliatesii) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and Form 8594) in a manner consistent with the Allocation, and (iii) not to take any Tax position (whether in Tax audits, Tax Returns, Tax actions, Tax Proceedings or otherwise) that is inconsistent with the Allocation unless required to do so by a final determination (including IRS Form 870-AD). All adjustments to the Purchase Price shall also be allocated in accordance with the methodology set forth in the Allocation, and any disagreements with respect to such adjustments shall be subject to the procedures set forth in this Section 10.1. None of Sellers, Seller and Purchaser or any of their respective Affiliates shall take any position inconsistent with agree that the Allocation (as finally determined) shall be used to allocate the Purchase Price (and all other allocable costs) and Assumed Liabilities by legal entity and by jurisdiction. Notwithstanding the foregoing, allocation required with respect to Transfer Taxes paid at Closing shall be determined based on any Tax Return or in any Tax Proceeding, in each case, except the principles described above prior to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).Closing. 10.2

Purchase Price Allocation. Sellers and Purchaser agree to (and agree to cause their respective Affiliates to) allocate The sum of the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, other applicable amounts required to be included under the Code will be allocated among the assets Purchased Assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto Assumed Liabilities (the “Purchase Price Allocation”). Within one hundred twenty The Allocation (120) days after which shall include the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amountsany purchase price adjustments) as of the Closing Date, which allocation shall incorporate, reflect and will be consistent prepared in accordance with the Purchase Price Allocation methodology to be mutually agreed upon by the parties and will be determined made in a manner consistent accordance with Sections 338 and the requirements of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”)Code. If Parent disagrees with Purchaser’s Allocation, Parent may, within Within sixty (60) days after delivery the determination of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.73.3, the Purchaser shall deliver to the Seller a draft of the Allocation for the Seller’s review and approval, which will be prepared on a basis consistent with the methodology to be mutually agreed upon by the parties. Within thirty (30) days thereafter, the Seller will deliver to the Purchaser either a notice accepting the Allocation prepared by the Purchaser or a Statement of Objections. If the Seller timely delivers a Statement of Objections, the Purchaser and the Seller will apply the procedures of Section 2.9 3.3(e) to resolve the dispute. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as appropriate and the Purchaser and the Seller shall cooperate in making any such adjustments. No party to this Agreement or any Affiliate of any such party (including the Company) will take a position on any Tax Return (including Internal Revenue Service Form 8594) before any Taxing Authority or in any Legal Proceeding that is in any manner inconsistent with the Allocation, as finally determined under this Section 7.103.4, without the written consent of the other parties or unless specifically required pursuant to a determination by the applicable Taxing Authority. Any such The Purchaser and the Seller will promptly advise each other of the existence of any Tax audit, controversy or Legal Proceeding related to the Allocation. The Purchaser and the Seller agree that any Earn-out Payments and any indemnity payments made pursuant to Article IX shall be treated as an adjustment shall to the Purchase Price and will be allocated to the asset, assets, share or shares Company’s goodwill under this Section 3.4 (if any) subject to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise imputed interest required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of by applicable state, local or foreign Law).

Purchase Price Allocation. Sellers Seller and Purchaser agree to (and agree allocate and, as applicable, to cause their respective relevant Affiliates to) allocate to allocate, the Purchase Price and any assumed liabilities other items that are treated as amount realized, additional consideration for Tax purposes, Purposes among the assets and shares deemed sold for U.S. federal income Tax purposes Purchased Assets in accordance with Schedule IV the categories set forth on Exhibit C attached hereto (the “Purchase Price AllocationAllocation Schedule”). Within one hundred twenty No later than ninety (12090) days after the Closing Datedate on which the Purchase Price is finally determined pursuant to Section 2.9 and Section 2.10, Purchaser shall deliver to Parent Seller a proposed allocation of the Purchase Price (as finally determined pursuant to Section 2.9 and Section 2.10) and any other relevant amounts) items that are treated as additional consideration for Tax Purposes to Seller as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be Date determined in a manner consistent with Sections 338 and the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent Seller disagrees with Purchaser’s Allocation, Parent Seller may, within sixty thirty (6030) days after delivery of Purchaser’s Allocation, deliver a notice (the “ParentSeller’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent Seller disagrees and setting forth ParentSeller’s proposed allocation of the Purchase Price (and other relevant amounts)allocation. If the ParentSeller’s Allocation Notice is duly delivered, Parent Seller and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (as finally determined pursuant to Section 2.9 and Section 2.10) and any other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocationitems that are treated as additional consideration for Tax Purposes to Seller. If Parent Seller and Purchaser are unable to reach such agreementagreement at the end of such twenty (20) day period, they or such later date as agreed to by Purchaser and Seller, then Purchaser and Seller shall promptly thereafter cause the Independent Accounting Firm to resolve file IRS Form(s) 8594 and any remaining disputes. Any allocation of federal, state and local income Tax Returns allocating the Purchase Price (and other relevant amounts) among the Purchased Assets in the manner each believes is appropriate determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be in a manner consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other handAllocation Schedule. The allocation parties shall promptly advise one another of the Purchase Price (and other relevant amounts)existence of any Tax audit, as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant controversy or litigation related to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)allocation hereunder.

Purchase Price Allocation. Sellers and Purchaser agree to Within ninety (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (12090) days after following the Closing Date, Purchaser Buyer shall deliver to Parent provide the Sellers’ Representative with a proposed allocation of schedule allocating all such amounts as provided herein (the Purchase Price (“Allocation Schedule”), for the Sellers’ Representative’s review and other relevant amounts) as of the Closing Date, which allocation comment. The Allocation Schedule shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined prepared in a manner consistent accordance with Sections 338 755 and 1060 of the Code and the applicable Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”)thereunder. If Parent disagrees with Purchaser’s Allocationthe Sellers’ Representative accepts the Allocation Schedule delivered by Buyer to the Sellers’ Representative in writing, Parent may, or if the Sellers’ Representative fails to give written notice to Buyer of any objection within sixty thirty (6030) days after delivery of Purchaser’s Allocationthe Allocation Schedule, deliver a notice (the “Parent’s Allocation Notice”) Schedule shall become final and binding on the Parties. In the event that the Sellers’ Representative notifies Buyer in writing of any objection to Purchaser the Allocation Schedule, Buyer and the Sellers’ Representative shall attempt in good faith to such effect, specifying those items as resolve their differences with respect to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts)Allocation Schedule. If Buyer and the Parent’s Allocation Notice is duly deliveredSellers’ Representative, Parent and Purchaser shallhowever, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreementresolve their differences within fifteen (15) days after Buyer’s receipt of the Sellers’ Representative’s objections to the Allocation Schedule, they Buyer and the Sellers’ Representative shall promptly thereafter cause submit any disputed items to the Independent Accounting Firm to resolve any remaining disputes. Any allocation Auditors for a resolution of the Purchase Price (dispute, with the Independent Auditors acting as an expert and other relevant amounts) determined pursuant to the not as an arbitrator. The decision of the Independent Accounting Firm Auditors shall incorporate, reflect be final and be consistent with binding on the Purchase Price AllocationSellers and Buyer absent manifest error. All The fees and expenses relating to the work, if any, to be performed by of the Independent Accounting Firm Auditors shall be borne shared equally by Buyer, on one hand, and the Sellers, on the one handother. Buyer and the Sellers’ Representative shall, and Purchaser, on to the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as extent necessary, work together in good faith to revise the Allocation Schedule to reflect any subsequent adjustments post-Closing payment made pursuant to or in connection with this Agreement (including for the Purchase Price avoidance of doubt, any payments made pursuant to Section 2.72.06 and any indemnity payments pursuant to Article XI). Except as the parties may otherwise agree or as may be required otherwise pursuant to applicable Law, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the assetparties will, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to will cause each of their respective Affiliates) to Affiliates to, prepare and file all relevant federalTax Returns, state, local and foreign Tax Returns (including, including but not limited toto IRS Form 8594, IRS Forms 8883 in a manner consistent with the final Allocation Schedule and 8594will not take any position for Tax purposes, whether in a Tax audit or other Tax proceeding, that is inconsistent with the final Allocation Schedule, unless required by applicable Law; provided, that this Section 10.2(g) shall not prevent Buyer, Sellers or any of their Affiliates from settling, or requiring any of them to litigate, a proposed deficiency, adjustment, suit or other proceeding by any Taxing Authority with respect to the Allocation Schedule, as finally determined pursuant to this Section 10.2(g). Buyer and Sellers’ Representative shall promptly inform one another in writing of any challenge by any Taxing Authority to any allocation made in accordance with the Allocation. None of SellersAllocation Schedule, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required as finally determined pursuant to a “determination” within the meaning of this Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law10.2(g).

Purchase Price Allocation. Sellers and (a) No later than twenty (20) Business Days prior to the Closing, Parent shall deliver to Purchaser agree to (and agree to cause their respective Affiliates to) allocate a proposed preliminary allocation of the Purchase Price relevant portion of the purchase price and any assumed liabilities other items that are treated as amount realizedadditional consideration for Tax purposes (including, for the avoidance of doubt, any liabilities that, for Tax purposes, are treated as assumed by the Purchaser (or its relevant Subsidiaries)) among, on the one hand, each applicable member of the Parent Group that sells, transfers or assigns and, on the other hand, each of Purchaser and its Subsidiaries that purchases, the Transferred Entities or the Transferred Intellectual Property, determined in a manner consistent with the fair market value of the Transferred Entities and Transferred Intellectual Property (the “Preliminary Allocation”). The Preliminary Allocation shall be subject to Purchaser’s review and comment. If Purchaser disagrees with any Preliminary Allocation, Purchaser may, within ten (10) days after delivery of such Preliminary Allocation, deliver a notice to Parent to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. In the event of any disagreement as to the Preliminary Allocation, Parent and Purchaser shall cooperate in good faith to resolve such dispute prior to the Closing. (b) As soon as practicable after the Closing, but in no event later than thirty (30) days after the finalization of the Final Closing Statement pursuant to Section 2.6, Parent shall deliver to Purchaser a proposed allocation of the Final Purchase Price and any other items that are treated as additional consideration for Tax purposes among the Shares and the Transferred Intellectual Property and, to the extent applicable, further allocate the portion of the Final Purchase Price and any other amounts treated as consideration for such tax purposes that is allocated to the Shares among (i) the assets and shares deemed sold of the Transferred Entities that are treated for U.S. federal income Tax purposes as entities disregarded from the applicable Seller or as selling their assets pursuant to an election made under Section 338(g) of the Code, and (ii) the assets of Precor Incorporated treated for U.S. federal income Tax purposes as being sold pursuant to the 338(h)(10) Election (if applicable), in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “PurchaserParent’s Allocation”). If Parent Purchaser disagrees with Purchaserthe Parent’s Allocation, Parent Purchaser may, within sixty thirty (6030) days after delivery of Purchaserthe Parent’s Allocation, deliver a notice (the “ParentPurchaser’s Allocation Notice”) to Purchaser Parent to such effect, specifying those items as to which Parent Purchaser disagrees and setting forth ParentPurchaser’s proposed allocation of the Purchase Price (and other relevant amounts)allocation. If the ParentPurchaser’s Allocation Notice is duly and timely delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Final Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Final Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Purchase Price Allocation. Sellers and Purchaser agree to shall, within forty-five (and agree to cause their respective Affiliates to) allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (12045) days after the Closing Date, Purchaser shall prepare and deliver to Parent Sellers a proposed allocation of schedule (the “Allocation Schedule”) allocating the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder Assumed Liabilities among the Assets in accordance with Treas. Reg. 1.1060-1T (or any comparable provisions of state or local tax law) or any successor provision. Sellers will have the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, right to raise reasonable objections to the Allocation Schedule within sixty ten (6010) days after delivery of their receipt thereof, in which event Purchaser and Sellers will negotiate in good faith to resolve such objections. If Purchaser and Sellers cannot mutually resolve Sellers’ reasonable objections to the Allocation Schedule within ten (10) days after Purchaser’s Allocationreceipt of such objections, deliver such dispute shall be presented to an accounting firm to be mutually selected by Purchaser and Sellers on the next day for a notice decision that shall be rendered by such accounting firm within thirty (the “Parent’s Allocation Notice”30) to Purchaser to such effect, specifying those items as to which Parent disagrees calendar days thereafter and setting forth Parent’s proposed allocation shall be final and binding upon each of the Purchase Price (and other relevant amounts)parties. If the Parent’s Allocation Notice is duly deliveredThe fees, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees costs and expenses relating to the work, if any, to be performed by the Independent Accounting Firm incurred in connection therewith shall be borne equally shared in equal amounts by SellersPurchaser, on the one hand, and PurchaserSellers, on the other hand. The allocation Purchaser and Sellers each shall report and file all Tax returns (including amended Tax returns and claims for refund) consistent with the Allocation Schedule, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings). Purchaser and Sellers shall cooperate in the filing of the Purchase Price any forms (and other relevant amounts)including Form 8594) with respect to such allocation, as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant including any amendments to such forms required with respect to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments adjustment to the Purchase Price Price, pursuant to Section 2.7this Agreement. Notwithstanding any other provisions of this Agreement, Section 2.9 or Section 7.10. Any such adjustment the foregoing agreement shall be allocated to survive the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Closing Date without limitation.

Purchase Price Allocation. Sellers The Buyer and Purchaser each Seller agree to (allocate the Purchase Price to each Seller as set forth in Section 2.9 of the Disclosure Schedules. The Buyer and each Seller agree to cause their respective Affiliates to) allocate that the Purchase Price and any assumed liabilities other amounts treated as amount realized, for Tax purposes, among the assets and shares deemed sold consideration for U.S. federal income Tax tax purposes (including any liabilities) shall be further allocated among the Transferred Assets in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner consistent with Sections 338 and Section 1060 of the Code and consistent with Section 2.9 of the Treasury Regulations promulgated thereunder Disclosure Schedule. Such allocation shall be set forth on a schedule prepared by the Buyer and delivered to the Seller Parent within 120 days after the determination of the Actual Inventory Amount pursuant to Section 2.8. The Seller Parent shall have 20 days following receipt of the allocation schedule to give written notice to the Buyer that the Seller Parent dispute the allocation set forth on such schedule (which notice shall contain reasonable supporting details). If the Seller Parent does not respond to the Buyer within 20 days following receipt of the allocation schedule, the Sellers shall be deemed to have consented to the allocation set forth on such schedule. If the Seller Parent timely provides written notice to the Buyer of the Seller Parent’s disagreement with such schedule, the Seller Parent and the Buyer shall negotiate in good faith and shall use their reasonable efforts to agree upon the allocation. If the parties are unable to resolve the dispute within 20 days, then each Seller and the Buyer shall utilize their own separate version of the allocation for all purposes. The allocation if agreed upon by the parties shall be the final allocation for purposes of Section 1060 of the Code (the “Purchaser’s Agreed Allocation”). If the Buyer and the Seller Parent disagrees with Purchaser’s agree to the Agreed Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees Buyer and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, each Seller agrees to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.7Agreed Allocation for all tax and reporting purposes, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, including but not limited to, IRS Forms 8883 and 8594to Form 8594 (Asset Acquisition Statement) in accordance to be filed by each party with the AllocationIRS for the tax year in which the Closing occurs. None of SellersIf agreed, Purchaser or neither the Buyer nor any of their respective Affiliates shall Seller will take any position inconsistent with the Allocation on any Tax Return such allocation, unless otherwise required by Law or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant that the amount treated as consideration for Tax purposes has changed by reason of payments of amounts between the parties subsequent to the Closing Date that were not previously reflected in the Agreed Allocation. If agreed, each party will provide the other party with a “determination” within copy of any information to be furnished to the meaning of Section 1313(a) Secretary of the Code (or any similar provision of applicable state, local or foreign Law)Treasury as required by Section 1060.

Purchase Price Allocation. Sellers and (a) No later than ninety (90) days after the date on which the Final Purchase Price following the applicable Closing Date is finally determined pursuant to Section 2.7, Purchaser agree shall deliver to (and agree to cause their respective Affiliates to) allocate Seller a proposed allocation of the applicable Final Purchase Price and any assumed liabilities other amounts treated as amount realizedconsideration in the applicable Closing for Tax purposes (each such total amount, an “Aggregate Purchase Price”) among the assets of the applicable Transferred Entities (and any other assets that, for Tax purposes, among the are treated as assets and shares deemed sold for U.S. federal income Tax purposes in accordance with Schedule IV attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120purchased by Purchaser pursuant to this Agreement) days after the Closing Date, Purchaser shall deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in a manner that is consistent with Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the each such allocation, a “Purchaser’s Allocation”). If Parent Seller disagrees with a Purchaser’s Allocation, Parent Seller may, within sixty thirty (6030) days after delivery of the applicable Purchaser’s Allocation, deliver a written notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent Seller disagrees and setting forth ParentSeller’s proposed allocation of the Purchase Price (and other relevant amountseach such proposed allocation, a “Seller’s Allocation Notice”). If the Parenta Seller’s Allocation Notice is duly and timely delivered, Parent Seller and Purchaser shall, during the twenty thirty (2030) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the applicable Aggregate Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price AllocationPrice. If Parent Seller provides Purchaser with a Seller’s Allocation Notice within the applicable thirty (30) day period, Seller and Purchaser are unable shall cooperate in good faith to reach resolve any such agreementdisagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the applicable Seller’s Allocation Notice, they Seller and Purchaser shall promptly thereafter cause forthwith jointly request that the Independent Accounting Firm make a determination as to resolve any remaining disputesthe disputed items in accordance with this Agreement, which determination shall be binding on the parties. Any allocation of the applicable Aggregate Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocationthis Section 6.2. All The fees and expenses relating to the work, if any, to be performed by of the Independent Accounting Firm shall be borne equally fifty percent (50%) by Sellers, on the one hand, Purchaser and Purchaser, on the other handfifty percent (50%) by Seller. The allocation of the Purchase Price (and other relevant amounts)allocation, as prepared by Purchaser if no ParentSeller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with this Section 6.2 (the each, an “Allocation”) ), shall be conclusive and binding on all Partiesthe parties hereto absent manifest error. The Allocation Each Allocation, if any, shall be adjusted, as necessary, to reflect any subsequent adjustments to the applicable Final Purchase Price pursuant to Section 2.7, Section 2.9 or Section 7.106.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, assets, share or shares assets (if any) ), to which such adjustment is attributable; provided provided, that to the extent there are no such assets or sharesassets, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)sold.