Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) Purchaser a proposed allocation of the Assumed Liabilities Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PriceAllocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase PriceAllocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase PriceAllocation. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase PriceAllocation, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase PriceAllocation”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.

Purchase Price Allocation. (a) As soon promptly as practicable after the date of this AgreementClosing Date, Seller shall but no later than 30 days thereafter, Purchaser will prepare and deliver to Purchaser: (i) a proposed Seller an allocation of schedule setting forth the Assumed Liabilities by country based on an estimate of the fair market values of amounts to be allocated among Seller and among the Purchased Assets andof Seller, if required by applicable Law, an allocation by asset category within a particular country pursuant to (and to the “Estimated Allocation of the Assumed Liabilities”extent necessary to comply with) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations applicable regulations promulgated thereunderthereunder (or, if applicable, any similar provision under state, local or foreign Law or regulation) (the “Proposed Allocation Statement”). If Seller will have 20 Business Days following delivery of the Proposed Allocation Statement during which to notify Purchaser does not deliver written notice of any dispute in writing (an “Allocation Dispute NoticeNotice of Objection”) within fifteen (15) days after receipt of any objections to the Estimated Proposed Allocation Statement, setting forth in reasonable detail the basis of the Initial Purchase Priceits objections. If Seller fails to deliver an Allocation Notice of Objection in accordance with this Section 10.2(a), the Estimated Proposed Allocation of the Initial Purchase Price shall Statement will be deemed the Final Allocation of the Initial Purchase Price for conclusive and binding on all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be will become the “Final Allocation Statement.” If Seller submits an Allocation Notice of Objection, then for 20 Business Days after the date Purchaser receives the Allocation Notice of Objection, Purchaser and Seller will use their commercially reasonable efforts to agree on the allocations. Failing such agreement within 20 Business Days of such notice, the unresolved allocations will be submitted to an independent, internationally-recognized accounting firm mutually agreeable to Purchaser and Seller, which firm will be instructed to determine its best estimate of the Initial Purchase Price”allocation schedule based on its determination of the unresolved allocations and provide a written description of the basis for its determination within 45 Business Days after submission, such written determination to be final, binding and conclusive. The fees and expenses of such accounting firm will be apportioned among Seller and Purchaser equally. For the avoidance of doubt, in administering any Legal Proceeding, the Bankruptcy Court shall not be required to apply the Final Allocation of Statement in determining the Initial manner in which the Purchase Price shall should be done at arm’s length based upon a good faith determination of fair market valueallocated as between Seller and its respective estates.

Purchase Price Allocation. (a) As soon as practicable Promptly after the date of this AgreementClosing Date, Buyer and Seller shall jointly retain Opportune LLP (the “Allocation Firm”) to prepare and deliver to Purchaser: (i) a proposed the allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation liabilities of the Initial Purchase Price. The Estimated Allocation of Company and any other amounts treated as consideration for U.S. federal income tax purposes among the Initial Purchase Price shall be prepared Company Assets for Tax purposes in accordance a manner consistent with the principles of Section Sections 1060 of the Code and the U.S. Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute thereunder (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation FirmAllocation”). The Allocation Firm In connection therewith, Buyer and Seller shall be requested to render a determination of enter into an engagement letter with the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, the terms of which determination must shall be in writing mutually agreed upon by Buyer and must set forth, in reasonable detail, the basis thereforSeller. The determination cost of the Allocation Firm shall be final paid by Buyer. Buyer and binding, absent manifest error. Any fees payable Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall be borne equally by prepare the Purchase Price Allocation in reasonable consultation with Seller and PurchaserBuyer prior to delivery of the Purchase Price Allocation. Seller and Buyer agree to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, in the manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Allocation, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Estimated Allocation Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation.

Purchase Price Allocation. (a) As soon promptly as practicable after the date of this AgreementClosing Date, Seller shall but no later than 90 days thereafter, Purchaser will prepare and deliver to Purchaser: (i) a proposed Sellers, an allocation of schedule setting forth the Assumed Liabilities by country based on an estimate of the fair market values of amounts to be allocated among Sellers and among the Purchased Assets andof each Seller, if required by applicable Law, an allocation by asset category within a particular country pursuant to (and to the “Estimated Allocation of the Assumed Liabilities”extent necessary to comply with) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations applicable regulations promulgated thereunderthereunder (or, if applicable, any similar provision under state, local or foreign Law or regulation) (the “Proposed Allocation Statement”). If Sellers will have 20 Business Days following delivery of the Proposed Allocation Statement during which to notify Purchaser does not deliver written notice of any dispute in writing (an “Allocation Dispute NoticeNotice of Objection”) within fifteen (15) days after receipt of any objections to the Estimated Proposed Allocation Statement, setting forth in reasonable detail the basis of the Initial Purchase Pricetheir objections. If Sellers fail to deliver an Allocation Notice of Objection in accordance with this Section 10.2(a), the Estimated Proposed Allocation of the Initial Purchase Price shall Schedule will be deemed the Final Allocation of the Initial Purchase Price for conclusive and binding on all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller parties and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be will become the “Final Allocation Statement”. If Sellers submit an Allocation Notice of Objection, then for 20 Business Days after the date Purchaser receives the Allocation Notice of Objection, Purchaser and Sellers will use their commercially reasonable efforts to agree on the allocations. Failing such agreement within 20 Business Days of such notice, the unresolved allocations will be submitted to an independent, internationally-recognized accounting firm mutually agreeable to Purchaser and Sellers, which firm will be instructed to determine its best estimate of the Initial Purchase Price”allocation schedule based on its determination of the unresolved allocations and provide a written description of the basis for its determination within 45 Business Days after submission, such written determination to be final, binding and conclusive. The Final Allocation fees and expenses of the Initial Purchase Price shall such accounting firm will be done at arm’s length based upon a good faith determination of fair market valueapportioned among Sellers and Purchaser equally.

Purchase Price Allocation. (a) As soon as practicable Within 60 days after the date of this Agreementhereof, Buyer shall provide to Seller shall prepare and deliver a draft Purchase Price allocation intended to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together comply with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles requirements of Section 1060 of the Code (and which shall include allocations for the Treasury Regulations promulgated thereunderNoncompetition Agreement and any other agreements described in line 6 of Internal Revenue Service Form 8594) (the "PURCHASE PRICE ALLOCATION") for Seller's consent, not to be unreasonably withheld. If Purchaser Seller does not deliver written notice of consent to the draft Purchase Price Allocation, Seller shall propose to Buyer any dispute (an “changes in the draft Purchase Price Allocation Dispute Notice”) within fifteen (15) 60 days after receipt of the Estimated Allocation of receipt thereof. In the Initial Purchase Priceevent that no such changes are proposed in writing to Buyer within such time, the Estimated Allocation of the Initial Purchase Price Seller shall be deemed to have agreed to the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenAllocation. If Purchaser delivers an Allocation Dispute Notice within any such fifteen (15) day periodchanges are proposed, the Parties Buyer and Xxxxxx Seller shall negotiate in good faith and shall use reasonable their best efforts to resolve such dispute during agree upon the thirty (30) day period following Seller’s receipt Purchase Price Allocation. In the event that Buyer and Seller are unable to reach an agreement within 180 days of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodClosing Date, then the Estimated Allocation of the Initial Purchase Price disputed items shall be submitted immediately to resolved within the next 30 days by an internationally recognized, independent accounting firm, or a nationally recognized valuation firm reasonably firm, in each case, that is mutually acceptable to the Parties both parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any whose fees payable to the Allocation Firm shall be borne equally by Seller Buyer and PurchaserSeller. The Estimated Such determination by the accounting or valuation firm shall be binding on the parties and shall be based solely upon written submissions by Buyer and Seller, and not upon any independent investigation by the accounting or valuation firm. If the parties have not reached an agreement with respect to the Purchase Price Allocation and the accounting or valuation firm has not reached a determination with respect to the disputed items by the latest date (taking into account all permissible extensions) on which one of the Initial parties to this Agreement is required to file a Tax Return for which the Purchase Price accepted by the Parties and Xxxxxx Allocation is needed or determined by the Allocation Firmrelevant, as the case may be, such party shall be entitled to file such Tax Return and take any reasonable position with respect to the “Final Allocation allocation of the Initial purchase price; provided however, that upon final agreement regarding the Purchase Price”. The Final Allocation of Xxxxx Allocation, such party shall, if necessary to be consistent with the Initial final agreed-upon Purchase Price shall be done at arm’s length based upon Allocation, file an amended Tax Return (or make a good faith determination of fair market valuehold-for-audit adjustment to the Tax Return) to reflect the final Purchase Price Allocation.

Purchase Price Allocation. (a) As soon as practicable No later than sixty (60) days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser: (i) Seller a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Base Purchase Price and any other amounts treated as consideration for Tax purposes (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Aggregate Base Purchase Price”). Subject to Section 6.04(a), during ) among the fifteen (15) day period following delivery assets of the Estimated Allocation of the Initial Purchase PriceTransferred Entities (and any other assets that, Seller shall make its Representatives reasonably for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared any Ancillary Agreement) determined in accordance a manner that is consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder and any other relevant provisions of applicable Tax Law (“Purchaser’s Allocation”). If Purchaser does not deliver written notice of any dispute Seller disagrees with Purchaser’s Allocation, Seller may, within thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt delivery of the Estimated Allocation of the Initial Purchase PricePurchaser’s Allocation, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering deliver a written notice to that effect Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s Allocation Notice”). If Seller’s Allocation Notice is duly and timely delivered, Seller and XxxxxxPurchaser shall, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period 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 Aggregate Base Purchase Price. If Seller provides Purchaser with the Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen thirty (1530) day period, then Seller and Purchaser shall cooperate in good faith to resolve any such disagreement. If the Estimated Allocation parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Initial Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be submitted immediately borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to an internationally recognized, independent accounting any agreement between Seller and Purchaser or valuation firm reasonably acceptable to as determined by the Parties and Xxxxxx Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation FirmAllocation”). The Allocation Firm , shall be requested to render a determination of conclusive and binding on the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, parties hereto absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation FirmAllocation, as the case may beif any, shall be adjusted, as necessary, to reflect any difference between the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be done at arm’s length based upon a good faith determination of fair market valueallocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold.

Purchase Price Allocation. Within thirty (a30) As soon as practicable after days following the date final determination of this Agreementthe Purchase Price pursuant to Article II, Seller Purchaser shall prepare and deliver to Purchaser: (i) Seller Parent a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country schedule (the “Estimated Purchase Price Allocation Schedule”) allocating the Purchase Price (and all relevant liabilities of the Assumed Liabilities”Transferred Entities and other items) and (ii) a proposed allocation among the assets of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Transferred Entities in accordance with the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder. If Purchaser Seller Parent does not deliver written notice of any dispute notify Purchaser in writing within twenty (an “Allocation Dispute Notice”) within fifteen (1520) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to following Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following SellerParent’s receipt of the Purchase Price Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect Schedule that Seller Parent objects to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodAllocation Schedule, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm Schedule shall be final and bindingbinding upon the parties. If within such twenty (20) day period Seller Parent so notifies Purchaser, absent manifest errorPurchaser and Seller Parent shall negotiate in good faith to resolve the disputed matters, and if Purchaser and Seller Parent are able to resolve the disputed matters within twenty (20) days following Purchaser’s receipt of Seller Parent’s notice of objection, Purchaser and Seller Parent shall revise the Purchase Price Allocation Schedule to reflect such resolution, and the revised Purchase Price Allocation Schedule shall be final and binding upon the parties. If Purchaser and Seller Parent are unable to resolve all of the disputed matters within twenty (20) days following Purchaser’s receipt of the Seller Parent’s notice of objection, Purchaser and Seller Parent shall promptly refer the dispute to the Independent Accounting Firm. The Independent Accounting Firm’s determination with respect to such disputed matters shall be final and binding upon the Parties. The Parties agree, for all income Tax purposes, to be bound by any final and binding Purchase Price Allocation Schedule established in accordance with this Section 7.7 (the “Final Purchase Price Allocation Schedule”), to report the transactions consistently with the Final Purchase Price Allocation Schedule and to not take any position during the course of any audit or other proceeding inconsistent with the Final Purchase Price Allocation Schedule, except in each case as otherwise required by a change in Law or pursuant to the good-faith resolution of a Tax contest. Any fees payable and expenses of the Independent Accounting Firm to the Allocation Firm resolve a dispute in accordance with this Section 7.7 shall be borne equally 50% by Purchaser and 50% by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueParent.

Purchase Price Allocation. (a) As soon For all Tax purposes, the Purchase Price (plus any Assumed Liabilities that are treated as practicable after consideration for the date Transferred Assets for U.S. federal income tax purposes) shall be allocated among each of this Agreementthe Seller Parties and Transferred Assets in accordance with the methodology and principles described in Schedule 6.1(a) (“Allocation Exhibit”). Within 90 days following the Closing Date, Seller Buyer shall prepare and deliver to Purchaser: (i) Seller a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country written schedule (the “Estimated Allocation Proposed Allocation”) allocating the Purchase Price (plus any Assumed Liabilities that are treated as consideration for the Transferred Assets for U.S. federal income tax purposes) among each of the Assumed Liabilities”) Seller Parties and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Transferred Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the methodology and principles of Section 1060 described in the Allocation Exhibit. If Seller disagrees with the Proposed Allocation, Seller may, within 30 days after Seller’s receipt of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not Proposed Allocation, deliver a written notice of any dispute (an the “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Priceto Buyer to such effect, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior specifying those items as to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to which Seller disagrees and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givensetting forth Seller’s proposed allocation. If Purchaser delivers Seller does not deliver an Allocation Dispute Notice within such fifteen (15) 30-day period, the Parties Proposed Allocation shall become the Final Allocation. Buyer and Xxxxxx Seller shall use commercially reasonable best efforts to resolve such dispute during reach agreement on the thirty (30) day period following Sellerdisputed items or amounts within 15 days of Buyer’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation FirmDiscussion Period”). The If Buyer and Seller are unable to resolve by written agreement any differences identified in the Allocation Firm Dispute Notice within the Discussion Period, then any disputed items shall be requested referred to render a nationally recognized accounting firm mutually agreed upon by Buyer and Seller (the “Arbiter”) for resolution within 30 days of having the item referred to the Arbiter, and the determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm Arbiter shall be final and binding, absent manifest errorbinding upon Seller and Buyer. Any The fees payable to and expenses of the Allocation Firm Arbiter shall be borne equally paid 50% by Seller and Purchaser50% by Buyer. The Estimated allocation, as prepared by Buyer if no Allocation of the Initial Purchase Price accepted by the Parties Dispute Notice has been given, as adjusted pursuant to any agreement between Buyer and Xxxxxx Seller and for adjustments made pursuant to Section 6.1(c) and Section 8.9, or as determined by the Allocation Firm, as the case may be, Arbiter shall be the final allocation (the “Final Allocation of the Initial Purchase PriceAllocation”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value).

Purchase Price Allocation. (a) As soon as practicable Promptly after Completion, the date of this Agreement, Seller Buyer shall prepare and deliver or cause to Purchaser: (i) be prepared a proposed allocation of the Assumed Liabilities Consideration, (as increased by country based on an estimate applicable liabilities of the fair market values Group and other relevant items), solely for United States federal income Tax purposes, amongst the assets of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (Group using the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared residual method described in accordance with the principles of Section 1060 of the United States Internal Revenue Code of 1986, as amended (the “United States Purchase Price Allocation”). If the Seller disagrees with the proposed United States Purchase Price Allocation, then it shall deliver a notice of such disagreement to the Buyer within 20 business days after the Buyer’s delivery of the proposed United States Purchase Price Allocation. Any such notice shall specify those items or amounts as to which the Seller disagrees and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price Seller shall be deemed to have agreed with all other items and amounts contained in the Final Allocation of the Initial proposed United States Purchase Price for all purposes hereunderAllocation. Prior to After the end Seller’s delivery of such fifteen (15) day period, Purchaser may accept the Estimated Allocation a notice of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day perioddisagreement, the Parties Buyer and Xxxxxx the Seller shall use reasonable best efforts negotiate in good faith for 20 business days and shall endeavor to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution on all otherwise unagreed items or amounts with respect to the Estimated Allocation of the Initial proposed United States Purchase Price Allocation. If the Buyer and the Seller are unable to agree on the unagreed items within such fifteen (15) day the specified time period, then the Estimated Allocation of Buyer and the Initial Purchase Price Seller jointly shall be submitted immediately to select and engage an internationally recognized, internationally-recognized independent accounting or valuation firm reasonably acceptable to with expertise in the Parties and Xxxxxx relevant areas (the “Allocation Independent Firm”)) to resolve remaining disagreements with respect to the proposed United States Purchase Price Allocation. The Buyer and the Seller shall jointly request that the Independent Firm resolve the disagreements in an expedited manner. The proposed United States Purchase Price Allocation Firm shall will be requested amended to render a determination reflect the decision of the applicable dispute within fifteen Independent Firm, if any, together with items and amounts as to which the Buyer and the Seller had previously agreed (15or were deemed to agree) days after referral and will become the final United States Purchase Price Allocation. The fees, expenses and other reasonable costs of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Independent Firm shall be borne equally by the Seller and Purchaserthe Buyer. The Estimated Allocation of parties (and their Affiliates) shall file all United States federal income tax returns, including Internal Revenue Service Form 8594, consistent with the Initial United States Purchase Price accepted Allocation, unless otherwise required by law. Any adjustment to the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, Consideration shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueallocated as provided by United States federal tax regulation sections 1.1060-1(c)(2) and 1.338-7.

Purchase Price Allocation. (a) As soon as practicable after the date of this AgreementThe Purchase Price, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of and other relevant items shall be allocated among the Assets in accordance with their fair market values of the Purchased Assets and, if required as reasonably determined by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) Buyer and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”). Buyer shall, within sixty (60) days following the Closing, initially prepare and deliver to Seller for its review and approval (i) the Allocation and (ii) a draft Internal Revenue Service Form 8594, Asset Acquisition Statement under Code Section 1060 (and any comparable forms required to be filed under state, local or foreign Tax Law) and any additional data or materials required to be attached to Form 8594 pursuant to the Treasury Regulations promulgated thereunderunder Code Section 1060 (the “Asset Allocation Statement”). If Purchaser Seller does not deliver written notice timely notify Buyer of any dispute objection to the Asset Allocation Statement, then it shall be deemed agreed to by Seller and the Asset Allocation Statement shall be conclusive and binding upon the Parties. In the event Seller reasonably objects to the manner in which the Asset Allocation Statement has been prepared, Seller shall notify Buyer within twenty-one (an “Allocation Dispute Notice”) within fifteen (1521) days after of receipt of the Estimated Asset Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end Statement of such fifteen objection, and the Parties shall endeavor in good faith to resolve such dispute within the next five (155) days. If the Parties are unable to resolve such dispute within said five (5) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Buyer and Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve submit such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, Ernst & Young LLP or another nationally-recognized independent accounting firm or valuation consulting firm reasonably mutually acceptable to the Parties and Xxxxxx (the “Allocation FirmIndependent Accountant”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen Promptly, but not later than ten (1510) days after referral its acceptance of appointment hereunder, the Independent Accountant shall determine (based solely on representations of Buyer and Seller and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the matter to such Asset Allocation Firm, which determination must Statement shall be in writing conclusive and must set forth, in reasonable detail, binding upon the basis thereforParties. The determination Fifty percent (50%) of the Allocation Firm shall be final costs and binding, absent manifest error. Any fees payable to expenses of the Allocation Firm Independent Accountant shall be borne equally by Buyer, and the remainder of such costs and expenses shall be borne by Seller. The Parties agree (A) to file the final Asset Allocation Statement as well as any similar state or local form consistently with the Allocation, in each case as agreed, and (B) that neither Seller nor Buyer or any of their respective Affiliates or direct or indirect owners shall take a position on any Tax Return, or before any Governmental Authority in connection with the examination of a Tax Return or in any judicial proceeding, that is in any manner inconsistent with the terms of the Allocation, except as required by applicable Law. In recognition of the aggregate capital expenditures that have been incurred by Seller associated with the tangible property included within the existing Sherwood Gas Gathering and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by Compression System, the Parties agree that in no event will the value allocated to the existing Sherwood Gas Gathering and Xxxxxx or determined by the Allocation Firm, as the case may be, shall Compression System be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueless than $160,000,000.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller The Emdeon Entities shall prepare and deliver to Purchaser: (i) a proposed an allocation of the Assumed Liabilities by country based on an estimate Merger Consideration (and other costs required to be capitalized) to the “sale” portion of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared transaction in accordance with the principles of Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice thereunder and the “Code section 721 contribution” portion of any dispute the transaction (an the “Allocation Dispute NoticePurchase Price Allocation”) within fifteen and shall, no later than forty-five (1545) days after receipt of the Estimated Allocation of Closing Date, provide the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price Allocation to the Members’ Representative for the Members’ Representative’s review and approval. The Members’ Representative shall be deemed notify the Final Allocation Emdeon Entities of any objections to the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of days after the Allocation Dispute Notice from PurchaserEmdeon Entities provide the Purchase Price Allocation, and the Emdeon Entities and the Members’ Representative will work in good faith to try to resolve any differences. If In the Parties event that the Emdeon Entities and Xxxxxx the Members’ Representative do not mutually agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price Allocation within such fifteen ten (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (1510) days after referral the Members’ Representative makes any objection, the dispute shall be resolved by Independent Accountants, as experts and not as an arbitrator, who shall review the Purchase Price Allocation and make any adjustments necessary thereto in accordance with Section 1060 of the matter to such Allocation Firm, which determination must be in writing Code and must set forth, in reasonable detail, the basis thereforapplicable Treasury Regulations thereunder. The determination of the Allocation Firm Independent Accountants shall be final conclusive and bindingbinding on the parties. The Independent Accountants shall resolve any disputed items within thirty (30) days of having such items referred to them pursuant to such procedures as they may require. The costs, absent manifest error. Any fees payable and expenses of the Independent Accountants for their engagement pursuant to the Allocation Firm this Section 6.6 shall be borne equally by Seller the Emdeon Entities, on the one hand, and Purchaser. The Estimated Allocation the Members’ Representative (on behalf of the Initial Company Members), on the other hand. Each of the Emdeon Entities, the Company and the Members agree to file all Tax Returns using the Purchase Price accepted by Allocation, and none of them shall take a position on any Tax Return contrary to the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation unless otherwise required by law.

Purchase Price Allocation. No later than sixty (a60) As soon as practicable days after the date of this Agreementon which the Purchase Price is finally determined pursuant to Section 2.9, Seller Buyer shall prepare and deliver to Purchaser: (i) HD Supply a proposed allocation of the Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes (including the Assumed Liabilities by country based on an estimate Liabilities) among the Purchased Company Equity Interests and Purchased Assets as of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Closing Date (the “Estimated Buyer’s Allocation”). If HD Supply disagrees with Buyer’s Allocation, HD Supply may, within thirty (30) days after delivery of Buyer’s Allocation, deliver a notice (the “HD Supply Allocation Notice”) to Buyer to such effect, specifying those items as to which HD Supply disagrees and setting forth HD Supply’s proposed allocation. If the HD Supply Allocation Notice is duly delivered, HD Supply and Buyer 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 items that are treated as additional consideration for Tax purposes (including the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject If HD Supply and Buyer are unable to Section 6.04(a)reach such agreement, during they shall promptly thereafter cause the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available Independent Accounting Firm to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of resolve any dispute (an “Allocation Dispute Notice”) remaining disputes within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunderdays. Prior All fees and expenses relating to the end of such fifteen (15) day periodwork, Purchaser may accept if any, to be performed by the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Independent Accounting Firm shall be borne equally by Seller Buyer, on the one hand, and Purchaser. The Estimated Allocation HD Supply, on the other hand, in the same proportion that the aggregate amount of disputed items so submitted to the Initial Purchase Price accepted Independent Accounting Firm that is unsuccessfully disputed by the Parties and Xxxxxx or each such Party (as finally determined by the Allocation Independent Accounting Firm) bears to the total amount of disputed items so submitted. The allocation, as prepared by Buyer if no HD Supply Allocation Notice has been timely given, or, if a HD Supply Allocation Notice has been timely given, as adjusted pursuant to any agreement between HD Supply and Buyer or as determined by the case may beIndependent Accounting Firm (the “Allocation”), shall be conclusive and binding on the Parties hereto. No Seller, any Affiliate of Seller or Buyer shall (and each shall cause their respective Affiliates not to) 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 “Final Allocation determination” within the meaning of Section 1313(a) of the Initial Purchase Price”. The Final Allocation Code (or any analogous provision of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuestate, local or foreign law).

Purchase Price Allocation. Not later than sixty (a60) As soon as practicable days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser: Sellers copies of Form 8594 and any required exhibits thereto (icollectively, the “Asset Allocation Statement”) a proposed allocation of allocating the Adjusted Purchase Price (including Assumed Liabilities by country based on an estimate of the fair market values of Liabilities) among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated regulations thereunder. If Sellers shall have a period of ten (10) days after delivery of the Asset Acquisition Statement (the “Allocation Response Period”) to present in writing to Purchaser does not deliver written notice of any dispute objections Sellers may have to the allocations set forth therein (an “Allocation Dispute Objection Notice”). Unless Sellers object within such ten (10) day period, the Asset Allocation Statement shall be binding on the parties. If Sellers shall raise any objections within the Allocation Response Period, Purchaser and Sellers shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after receipt the delivery of the Estimated Allocation Objection Notice, then the parties shall submit the Asset Allocation Statement and the Allocation Objection Notice to an independent accountant for resolution. Such accountant shall resolve the dispute by selecting the proposed allocation submitted by either Purchaser or Sellers which in the sole judgment of such accountant most accurately allocates the Initial Purchase Price, the Estimated Allocation of the Initial Adjusted Purchase Price and the Assumed Liabilities among the Purchased Assets in accordance with their relative fair market values, but not by choosing any other formulation. Such accountant shall be deemed render such decision and report to Purchaser and Sellers in writing, specifying the Final Allocation of the Initial Purchase Price reason for all purposes hereunder. Prior to the end of such fifteen (15) day periodits decision in reasonable detail, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the not later than thirty (30) day period following Seller’s receipt days after the item has been referred to it. The costs, fees and expenses of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm accountant shall be borne equally by Seller Purchaser and PurchaserSellers. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Adjusted Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueallocated in accordance with the Asset Allocation Statement, as finally determined, and all income tax returns and reports filed by Purchaser and Sellers shall be prepared consistently with such allocation.

Purchase Price Allocation. (a) As soon as practicable Within 60 days after the date of this Agreementhereof, Buyer shall provide to Seller shall prepare and deliver a draft Purchase Price allocation intended to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together comply with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles requirements of Section 1060 of the Code (and which shall include allocations for the Treasury Regulations promulgated thereunderNoncompetition Agreement and any other agreements described in line 6 of Internal Revenue Service Form 8594) (the "Purchase Price Allocation") for Seller's consent, not to be unreasonably withheld. If Purchaser Seller does not deliver written notice of consent to the draft Purchase Price Allocation, Seller shall propose to Buyer any dispute (an “changes in the draft Purchase Price Allocation Dispute Notice”) within fifteen (15) 60 days after receipt of the Estimated Allocation of receipt thereof. In the Initial Purchase Priceevent that no such changes are proposed in writing to Buyer within such time, the Estimated Allocation of the Initial Purchase Price Seller shall be deemed to have agreed to the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenAllocation. If Purchaser delivers an Allocation Dispute Notice within any such fifteen (15) day periodchanges are proposed, the Parties Buyer and Xxxxxx Seller shall negotiate in good faith and shall use reasonable their best efforts to resolve such dispute during agree upon the thirty (30) day period following Seller’s receipt Purchase Price Allocation. In the event that Buyer and Seller are unable to reach an agreement within 180 days of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodClosing Date, then the Estimated Allocation of the Initial Purchase Price disputed items shall be submitted immediately to resolved within the next 30 days by an internationally recognized, independent accounting firm, or a nationally recognized valuation firm reasonably firm, in each case, that is mutually acceptable to the Parties both parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any whose fees payable to the Allocation Firm shall be borne equally by Seller Buyer and PurchaserSeller. The Estimated Such determination by the accounting or valuation firm shall be binding on the parties and shall be based solely upon written submissions by Buyer and Seller, and not upon any independent investigation by the accounting or valuation firm. If the parties have not reached an agreement with respect to the Purchase Price Allocation and the accounting or valuation firm has not reached a determination with respect to the disputed items by the latest date (taking into account all permissible extensions) on which one of the Initial parties to this Agreement is required to file a Tax Return for which the Purchase Price accepted by the Parties and Xxxxxx Allocation is needed or determined by the Allocation Firmrelevant, as the case may be, such party shall be entitled to file such Tax Return and take any reasonable position with respect to the “Final Allocation allocation of the Initial Purchase Price”. The Final Allocation of purchase price; provided however, that upon final agreement regarding the Initial Purchase Price shall Allocation, such party shall, if necessary to be done at arm’s length based consistent with the final agreed-upon Purchase Price Allocation, file an amended Tax Return (or make a good faith determination of fair market valuehold-for-audit adjustment to the Tax Return) to reflect the final Purchase Price Allocation.

Purchase Price Allocation. (a) As soon as practicable after The Xxxxxx Contribution Consideration, the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the TGG Assumed Liabilities by country based on an estimate of and other relevant items shall be allocated among the Contributed Assets in accordance with their fair market values of the Purchased Assets and, if required as reasonably determined by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) Marlin GP and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Azure in accordance with the principles of Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”). Marlin GP shall, within sixty days following the Closing, initially prepare and deliver to the Conflicts Committee and Azure for their respective review and approval (a) the Allocation and (b) a draft Internal Revenue Service Form 8594, Asset Acquisition Statement under Code Section 1060 (and any comparable forms required to be filed under state, local or foreign Tax Law) and any additional data or materials required to be attached to Form 8594 pursuant to the Treasury Regulations promulgated thereunderunder Code Section 1060 (the “Asset Allocation Statement”). If Purchaser Azure or the Conflicts Committee does not deliver written notice timely notify Marlin GP of any dispute (an “objection to the Asset Allocation Dispute Notice”) Statement, then it shall be deemed agreed to by Azure and the Asset Allocation Statement shall be conclusive and binding upon the Azure and the Xxxxxx Parties. In the event Azure reasonably objects to the manner in which the Asset Allocation Statement has been prepared, Azure shall notify Marlin GP and the Conflicts Committee within fifteen (15) twenty-one days after of receipt of the Estimated Asset Allocation Statement of the Initial Purchase Pricesuch objection, and Marlin GP, the Estimated Allocation of the Initial Purchase Price Conflicts Committee and Azure shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, endeavor in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts good faith to resolve such dispute during within the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchasernext ten days. If the Parties and Xxxxxx do not agree upon a final resolution with respect are unable to the Estimated Allocation of the Initial Purchase Price resolve such dispute within such fifteen (15) said ten day period, then Marlin GP and Azure shall submit such dispute to the Estimated Allocation Independent Accountant. Promptly, but not later than ten days after its acceptance of appointment hereunder, the Independent Accountant shall determine (based solely on representations of Marlin GP and Azure and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the Initial Purchase Price Asset Allocation Statement shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to conclusive and binding upon the Xxxxxx Parties and Xxxxxx Azure. Fifty percent (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination 50%) of the applicable dispute within fifteen (15) days after referral costs and expenses of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm Independent Accountant shall be borne equally by Seller Xxxxxx, and Purchaserthe remainder of such costs and expenses shall be borne by Azure. The Estimated Xxxxxx Parties and Azure agree (i) to file the final Asset Allocation Statement as well as any similar state or local form consistently with the Allocation, in each case as agreed, and (ii) that neither Marlin GP nor Azure or any of their respective Affiliates or direct or indirect owners shall take a position on any Tax Return, or before any Governmental Authority in connection with the examination of a Tax Return or in any judicial proceeding, that is in any manner inconsistent with the terms of the Initial Purchase Price accepted Allocation, except as required by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueapplicable Law.

Purchase Price Allocation. (a) As soon as practicable after On or before the date of this Agreementthat is one hundred and twenty (120) calendar days following the Closing Date, Seller Buyer shall prepare and deliver to Purchaser: (i) ABI a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared (including any Liabilities that are assumed or deemed assumed by Buyer for United States federal income Tax purposes) among the Transferred Assets and the assets owned (or deemed owned for U.S. federal income Tax purposes) by the JV in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (such allocation, the “Buyer Allocation”). If Purchaser does not ABI disagrees with the Buyer Allocation, ABI may, within thirty (30) calendar days after delivery of the Buyer Allocation, deliver written a notice of any dispute (an the “ABI Allocation Dispute Notice”) within to Buyer to such effect, specifying those items as to which ABI disagrees and setting forth ABI’s proposed allocation. If the ABI Allocation Notice is duly delivered, Buyer and ABI shall, during the fifteen (15) calendar days after receipt of following such delivery, work together in good faith to reach agreement on the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givendisputed items or amounts. If Purchaser delivers Buyer and ABI are unable to reach such agreement, they shall promptly thereafter submit for resolution the items remaining in dispute to an Allocation Dispute Notice within such fifteen (15) day period, independent accountant and shall instruct the Parties and Xxxxxx shall use reasonable best efforts independent accountant to resolve make a determination regarding such dispute during the as promptly as practicable, and in any event within thirty (30) day calendar days after the date on which such dispute is referred to the independent accountant (or such longer period following Seller’s receipt as the independent accountant may reasonably require). The fees and expenses of the independent accountant shall be allocated evenly between Buyer and ABI. The allocation, as prepared by Buyer if no ABI Allocation Dispute Notice from Purchaserhas been timely given, as adjusted pursuant to any agreement between Buyer and ABI, or as determined by the independent accountant (the “Allocation”), shall be conclusive and binding on the parties hereto. If To the Parties extent permitted by applicable Law, Buyer and Xxxxxx do not ABI agree upon a final resolution to (and shall cause their respective Affiliates to) report, act and file in accordance with the Allocation in any relevant Tax Returns or Tax filings and to cooperate in the preparation of any such Tax forms. The parties hereto shall promptly advise one another of the existence of any Tax audit, controversy, litigation or other Tax proceeding related to the Allocation. None of the parties hereto shall take any position (whether on any Tax Returns, in any Tax proceeding or otherwise with respect to Taxes) that is inconsistent with the Estimated Allocation except to the extent required by applicable Law or otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Initial Purchase Price within such fifteen Code (15) day periodor any analogous provision of state, then local or non-United States Law). Buyer and ABI will revise the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested extent necessary to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable reflect any adjustments to the Allocation Firm shall be borne equally by Seller and PurchaserPurchase Price. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as In the case may beof any such adjustment, Buyer shall be prepare and deliver to ABI a revised Allocation, and the “Final Allocation parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuesuch revision.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: The Purchase Price (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the plus Assumed Liabilities”) and (ii) a proposed allocation of , to the Initial Payment by country based on an estimate of extent properly taken into account under the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(aCode), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting increased or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firmdecreased, as the case may be, by the Purchase Price Adjustment, shall be allocated among the Assets in accordance with Section 1060 of the Code and Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Allocation”). To the extent necessary to determine the amount of Transfer Taxes or other Taxes required to be paid at or in connection with the Closing, a preliminary Allocation (the “Preliminary Allocation”) shall be prepared by Duff & Xxxxxx at least thirty (30) days prior to the Closing Date. The Seller Parent shall be responsible for one-third (1/3) of the fees and costs of the engagement of Duff & Xxxxxx but only up to the amount of $16,667. The Buyer Parent shall be responsible for all the remaining fees and costs of the engagement of Duff & Xxxxxx. Seller Parent and Buyer Parent shall work in good faith to resolve any disputes relating to the Preliminary Allocation. The engagement of Duff & Xxxxxx shall include reasonable assurances of confidentiality and use of information of Seller Parent, Buyer Parent and their respective Affiliates. If Seller Parent and Buyer Parent are unable to resolve any such dispute regarding the Preliminary Allocation within ten (10) days of Seller Parent’s delivery of the Preliminary Allocation to Buyer Parent, such dispute shall be resolved promptly by the Independent Accountant, the costs of which shall be borne equally by Seller Parent and Buyer Parent. Within sixty (60) days after the determination of the Purchase Price Adjustment, Duff & Xxxxxx shall deliver to Seller Parent and Buyer Parent a final Allocation (the “Final Allocation”). Seller Parent and Buyer Parent shall work in good faith to resolve any disputes relating to the Final Allocation. If Seller Parent and Buyer Parent are unable to resolve any such dispute regarding the Final Allocation within ten (10) days of Seller Parent’s delivery of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price to Buyer Parent, such dispute shall be done at arm’s length based upon a good faith determination resolved promptly by the Independent Accountant, the costs of fair market valuewhich shall be borne equally by Seller Parent and Buyer Parent.

Purchase Price Allocation. (a) As soon as practicable No later than forty-five (45) calendar days after the date of this AgreementEffective Date, Seller shall prepare and deliver to Purchaser: (i) the Attractions Purchaser shall provide each U.S. Attractions Asset Seller a proposed separate draft IRS Form 8594 setting forth an allocation of the Assumed Liabilities by country based on an estimate portion of the fair market values Attractions Purchaser Closing Consideration (and any other relevant items) paid to that applicable U.S. Attractions Asset Seller among the classes of the Purchased Assets andassets of that U.S. Attractions Asset Seller, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) the Attractions Purchaser shall provide the Company a proposed draft IRS Form 8594 setting forth an allocation of the Initial Payment by country based on an estimate portion of the fair market values Attractions Purchaser Closing Consideration (and any other relevant items) paid to the Equity Sellers in the aggregate among the classes of assets of the Purchased Assets andEquity Sellers, if required by applicable Law, (iii) each U.S. Ski Asset Seller shall provide the Ski Purchaser a separate draft IRS Form 8594 setting forth an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”portion of the Ski Purchaser Closing Consideration (and any other relevant items) paid to that applicable U.S. Ski Asset Seller among the classes of assets of that U.S. Ski Asset Seller, and together with (iv) the “Estimated Allocation Company shall provide the Ski Purchaser a draft IRS Form 8594 setting forth an allocation of the Assumed Liabilities”, the “Estimated Allocation portion of the Initial Purchase Price”). Subject Ski Purchaser Closing Consideration (and any other relevant items) paid to Section 6.04(a), during the fifteen (15) day period following delivery Equity Sellers in the aggregate among the classes of assets of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase PriceEquity Sellers. The Estimated Allocation of the Initial Purchase Price All such proposed allocations shall be prepared made in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt The Company, the Asset Sellers and the Attractions Purchasers shall work in good faith to agree to the relative fair market values of the Estimated Allocation categories of assets as referenced in clauses (i) and (ii) above for a forty-five (45) calendar day period. The Company, the Asset Sellers and the Ski Purchaser shall work in good faith to agree to the relative fair market values of the Initial Purchase Price, categories of assets as referenced in clauses (iii) and (iv) above for a forty-five (45) calendar day period. If the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior Parties are able to agree to the end relative values of each category of assets, each Party shall file its IRS Form 8594 consistent with the agreed upon allocation, with any differences in the estimated purchase price and the final purchase price (as determined for U.S. federal Income Tax purposes) being allocated to the categories of assets in proportion to their relative fair market values in the agreed upon allocation, and each Party shall take all positions for Tax purposes consistent therewith. With respect to the allocations described in clauses (i) and (ii) of this Section 3.4, if the Attractions Purchaser and the Company and the Asset Sellers cannot mutually agree to such fifteen allocation within the forty-five (1545) calendar day period, (A) the dispute shall be referred to a nationally recognized independent accounting firm, as mutually agreed upon by the Attractions Purchaser may accept and the Estimated Allocation Company, which shall make a determination no later than forty-five (45) calendar days after submission of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, dispute (but in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the no event later than thirty (30) day period following Seller’s receipt calendar days before the earliest of the Allocation Dispute Notice from Purchaserrespective due dates for the Income Tax Returns of the Parties as to which such allocations are relevant) and whose determination shall be binding on the Parties, and (B) the Attractions Purchaser shall pay fifty percent (50%) and the Company shall pay fifty percent (50%) of any fees and expenses of such nationally recognized independent accounting firm. If With respect to the allocations described in clauses (iii) and (iv) of this Section 3.4, if the Ski Purchaser and the Company and Asset Sellers cannot mutually agree to such allocation within the forty-five (45) calendar day period, (A) the dispute shall be referred to a nationally recognized independent accounting firm, as mutually agreed upon by the Ski Purchaser and the Company, which shall make a determination no later than forty-five (45) calendar days after submission of the dispute (but in no event later than thirty (30) calendar days before the earliest of the respective due dates for the Income Tax Returns of the Parties as to which such allocations are relevant) and whose determination shall be binding on the Parties and Xxxxxx do not agree upon (B) the Ski Purchaser shall pay fifty percent (50%) and the Company shall pay fifty percent (50%) of any fees and expenses of such nationally recognized independent accounting firm. Each Party required to file an IRS Form 8594 shall send a final resolution copy of such filed form within ten (10) calendar days after filing to each other Party required to file such form with respect to the Estimated Allocation of the Initial Purchase Price within assets covered by such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueform.

Purchase Price Allocation. The Purchaser and Seller agree to allocate the Total Consideration and the Company’s liabilities (ato the extent properly taken into account for Tax purposes) As soon as practicable after among the date of this Agreement, Seller shall prepare and deliver to Purchaser: Company’s assets (i) a proposed allocation of excluding the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”Excluded Business) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of rights under the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Restrictive Covenants in accordance with the principles of Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunderRegulations. Prior to the end date of such fifteen (15) day periodthis Agreement, the Purchaser may accept and Seller have agreed on the Estimated Allocation of principles, assumptions and understandings to be used in preparing the Initial Purchase Price proposed allocation report, which principles, assumptions and understandings are set forth on Schedule 1.2 hereto. A proposed allocation report shall be completed by delivering written notice to that effect Purchaser in good faith and delivered to Seller and Xxxxxx, in which case by Purchaser no later than one hundred twenty (120) days following the Estimated Allocation Closing. Purchaser shall consider any good faith adjustments proposed by Seller to such proposed allocation report during a period of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Sellerdays from the delivery of Purchaser’s receipt of proposed allocation report. Purchaser and Seller shall endeavor in good faith to reach final agreement on the Allocation Dispute Notice from allocation report. Any disputed items in Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution ’s proposed allocation report with respect to the Estimated Allocation which Seller and Purchaser are unable to agree after good faith negotiation for a period of the Initial Purchase Price within such fifteen thirty (1530) day period, then the Estimated Allocation of the Initial Purchase Price days from when Seller proposes an adjustment in accordance with this Section 1.2 shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to referred for timely resolution by the Parties and Xxxxxx (Impartial Accounting Firm in accordance with the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be procedures set forth in writing and must set forth, in reasonable detail, the basis thereforSection 3.2. The determination of the Allocation Impartial Accounting Firm with respect to the disputed items shall be final conclusive and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by binding on Seller and Purchaser. The Estimated Allocation If a Tax Return reflecting the transactions contemplated by this Agreement is required by Applicable Law to be filed or a payment made before the Impartial Accounting Firm has resolved the disputed items (taking into account valid extensions of time within which to file, which shall be sought to the Initial Purchase Price accepted by extent necessary to permit the Parties and Xxxxxx resolution of disputed items), the Tax Return shall be filed or payment made as determined by the Allocation Firmfiling party, and shall be amended if necessary to reflect the determination of the Impartial Accounting Firm with respect to the disputed items. The proposed allocation report as agreed between Seller and Purchaser or as finally determined by the case may be, Impartial Accounting Firm shall be the “Final Allocation Report.” Purchaser and Seller agree to adjust the Final Allocation Report as appropriate to reflect any payment of Holdback Amounts to Seller. After the Closing, the parties to this Agreement shall make consistent use of the Initial Purchase Price”. The Final Allocation Report for all Tax purposes and in any and all filings, Tax Returns, declarations and reports under Section 1060 of the Initial Purchase Price shall be done at arm’s length based upon a good faith Code. In any Proceeding related to the determination of fair market valueany Tax, neither Purchaser nor Seller shall contend or represent that such allocation is an incorrect allocation.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared allocated among the Specified Assets. Buyer shall prepare an allocation (“Allocation Statement”) of the Purchase Price among the Specified Assets in accordance with the principles of Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local or foreign Law, as appropriate). If Purchaser does not Buyer shall deliver written notice the Allocation Statement to the Seller no later than sixty (60) days following the Closing Date. Seller shall notify Buyer of any dispute (an “objections to the Allocation Dispute Notice”) Statement within fifteen (15) days after receipt the Seller receives the Allocation Statement. If Seller does not notify Buyer of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior any objections to the end of such fifteen (15) day periodAllocation Statement, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to within that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx Allocation Statement shall use reasonable best efforts be construed as final. If Seller notifies Buyer of an objection to resolve such dispute during the thirty (30) day period following Seller’s receipt Allocation Statement by the end of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately and Seller and Buyer are unable to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute resolve their differences within fifteen (15) days after referral thereafter, then the disputed items on the Allocation Statement shall be submitted to a mutually agreed upon nationally recognized independent certified public accounting firm (the “Arbiter”) for resolution, with the costs of the matter Arbiter paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer, and the Arbiter shall be instructed to such deliver a finalized Allocation FirmStatement as soon as possible. Buyer and Seller and their respective affiliates shall report, which determination must be act and file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in writing all respects and must set forth, in reasonable detail, the basis therefor. The determination of for all purposes consistent with the Allocation Firm Statement. Neither Buyer, Seller or any of their affiliates shall be final and bindingtake any position (whether in audits, absent manifest error. Any fees payable to Tax Returns or otherwise) that is inconsistent with the information set forth on the Allocation Firm shall be borne equally Statement, unless required to do so by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueapplicable Law.

Purchase Price Allocation. (a) As soon promptly as practicable after the date of this AgreementClosing Date, Seller shall but no later than 120 days thereafter, Purchaser will prepare and deliver to Purchaser: (i) a proposed Sellers an allocation of schedule setting forth the Assumed Liabilities by country based on an estimate of the fair market values of amounts to be allocated among Sellers and among the Purchased Assets andof each Seller, if required by applicable Law, an allocation by asset category within a particular country pursuant to (and to the “Estimated Allocation of the Assumed Liabilities”extent necessary to comply with) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations applicable regulations promulgated thereunderthereunder (or, if applicable, any similar provision under state, local or foreign Law or regulation) (the “Proposed Allocation Statement”). If Sellers will have 30 Business Days following delivery of the Proposed Allocation Statement during which to notify Purchaser does not deliver written notice of any dispute in writing (an “Allocation Dispute NoticeNotice of Objection”) within fifteen (15of any objections to the Proposed Allocation Statement, setting forth in reasonable detail the basis of their objections. If Sellers fail to deliver an Allocation Notice of Objection in accordance with this Section 10.2(a) days after receipt of the Estimated Proposed Allocation of Statement will be conclusive and binding on all Parties and will become the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the “Final Allocation Statement.” If Sellers submit an Allocation Notice of Objection, then for 20 Business Days after the Initial Purchase Price for all purposes hereunder. Prior to date Purchaser receives the end Allocation Notice of such fifteen (15) day periodObjection, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall Sellers will use their reasonable best efforts to resolve agree on the allocations. Failing such dispute during agreement within 20 Business Days of such notice, the thirty (30) day period following Seller’s receipt unresolved allocations will be submitted to an independent, internationally-recognized accounting firm mutually agreeable to Purchaser and Sellers, which firm will be instructed to determine its best estimate of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a allocation schedule based on its determination of the applicable dispute within fifteen (15) days after referral unresolved allocations and provide a written description of the matter basis for its determination within 45 Business Days after submission, such written determination to be final, binding and conclusive. The fees and expenses of such Allocation Firm, which determination must accounting firm will be in writing apportioned among Sellers and must set forthPurchaser equally. For the avoidance of doubt, in reasonable detailadministering any Legal Proceeding, the basis therefor. The determination of Bankruptcy Court shall not be required to apply the Final Allocation Firm shall be final and binding, absent manifest error. Any fees payable to Statement in determining the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of manner in which the Initial Purchase Price accepted by the Parties should be allocated as between Sellers and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuetheir respective estates.

Purchase Price Allocation. (a) As soon as practicable but no later than 90 days after the date Closing Date, Buyer shall deliver to Sellers an allocation of the Base Purchase Price (and all other capitalizable costs) among the Purchased Assets (the “Initial Allocation” and any revision thereto as provided hereunder, the “Purchase Price Allocation”). Upon any adjustment to the Base Purchase Price or the Assumed Liabilities pursuant to the terms of this AgreementAgreement or upon any Assumed Liability that was contingent becoming fixed and ascertainable, Seller capitalizable costs becoming fixed and ascertainable, or any purchase price adjustment due to indemnification, Buyer shall prepare and deliver to Purchaser: Sellers a proposed revision to the Purchase Price Allocation then in effect, which shall be consistent with the methodology used to prepare the Initial Allocation. Upon (i) a proposed allocation Buyer’s delivery of the Assumed Liabilities by country based on an estimate Initial Allocation or (ii) Buyer’s delivery of any proposed revision, Sellers shall have 10 business days to object to such proposed purchase price allocation. If the fair market values of Sellers do not timely object, the Purchased Assets andproposed purchase price allocation shall become the Purchase Price Allocation. If the Sellers do timely object, the Parties shall negotiate in good faith to resolve such objection promptly; provided, however, that, if required by applicable Lawthe Parties fail to agree on a new Purchase Price Allocation within 30 days of Buyer’s notice of proposed revision, an allocation by asset category within a particular country either Party may refer the proposed revision and the objection to Deloitte & Touche LLP (the “Estimated Allocation of the Assumed LiabilitiesAudit Firm”) and (ii) a proposed allocation the resolution by such firm shall become the Purchase Price Allocation. The Parties shall each report the federal, state and local income and other tax consequences of the Initial Payment transactions contemplated by country based on an estimate of this Agreement (which for such purposes includes the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within Transaction Documents (as defined in Section 3.4 below)) in a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with Allocation, including the principles preparation and filing of Form 8594 under Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of 1986, as amended (or any successor form or successor provision of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt future tax law, or any comparable provision of the Estimated Allocation of the Initial Purchase Pricestate or local tax law), the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to their respective federal, state and local income tax returns for the Estimated Allocation of taxable year that includes the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price Closing Date and shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be not take any position contrary thereto in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueconnection with any amended return.

Purchase Price Allocation. Not later than sixty (a60) As soon as practicable days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser: Sellers copies of Form 8594 and any required exhibits thereto (ithe "Asset Acquisition Statement") a proposed allocation of allocating the purchase price (including the Assumed Liabilities by country based on an estimate of the fair market values of Liabilities) among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder. If Purchaser does not shall prepare and deliver written 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). Sellers shall have a period of ten (10) days after the delivery of the Asset Acquisition Statement or, if applicable, the last Revised Statement (the "Allocation Response Period") to present in writing to Purchaser notice of any dispute objections Sellers may have to the allocations set forth therein (an “"Allocation Dispute Objections Notice”) "). Unless Sellers object within such period, the Asset Allocation Statement or, if applicable, the last Revised Statement shall be binding on the parties. If Sellers shall raise any objections within the Allocation Response Period, Purchaser and Sellers shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt delivery of the Allocation Dispute Notice from Purchaser. If Objections Notice, then Purchaser shall submit the Parties and Xxxxxx do not agree upon Asset Acquisition Statement or, if applicable, the last Revised Statement, including modifications, if any, that Purchaser chooses to make as a final resolution result of its negotiations with respect Sellers, to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price Accountant for resolution by it. The disputed items shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute Accountant within fifteen (15) days after referral of the matter following such failure to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereforagree. The determination of the Allocation Firm Accountant shall be final and bindingbinding on the parties and shall not be subject to appeal. The Accountant shall resolve the dispute by selecting the proposed allocation submitted by either Purchaser or Sellers which in the sole judgment of the Accountant most accurately allocates the purchase price and the Assumed Liabilities among the Purchased Assets in accordance with their relative fair market values, absent manifest errorbut not by choosing any other formulation. Any The Accountant shall render such decision and report to Purchaser and Sellers in writing, specifying the reasons for its decision in reasonable detail, not later than thirty (30) days after the item has been referred to it. The costs, fees payable to and expenses of the Allocation Firm Accountant shall be borne equally by Seller Sellers and Purchaser. The Estimated Allocation of purchase price for the Initial Purchase Price accepted by Purchased Assets shall be allocated in accordance with the Parties and Xxxxxx or determined by Asset Acquisition Statement or, if applicable, the Allocation Firmlast Revised Statements, as the case may befinally determined, and all income Tax Returns and reports filed by Purchaser and Sellers shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueprepared consistently with such allocation.

Purchase Price Allocation. (a) As soon as practicable after the date of this AgreementSeller, Seller shall prepare Sub and deliver Purchaser mutually agree to Purchaser: allocate the Purchase Price (i) a proposed allocation of the plus Assumed Liabilities by country based on an estimate of to the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of extent properly taken into account under the Code and the Treasury Regulations promulgated thereunder) among the Acquired Assets according to the relative fair market values of such assets as of the Closing Date in accordance with the provisions of Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). If Purchaser does not deliver written notice shall provide Seller with a draft of such allocation on the Closing Date. Seller shall notify Purchaser of any dispute (an “Allocation Dispute Notice”) objection Seller may have to such allocation within fifteen (15) days after of its receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereundersuch allocation. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and XxxxxxPurchaser shall resolve any disagreement with respect to such allocation in good faith consistent herewith; provided, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when however, that if Seller and Purchaser are unable to agree on such notice is given. If Purchaser delivers an Allocation Dispute Notice allocation within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt days after Purchaser notifies Seller of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect any objections to the Estimated Allocation draft allocation, Seller and Purchaser shall promptly elect an independent appraisal firm to determine such allocation. The conclusions of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price appraisal firm shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties conclusive and Xxxxxx (the “Allocation Firm”)binding. The Allocation Firm fees and expenses of such appraisal firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne shared equally by Seller and Purchaser. The Estimated Allocation Seller, Seller Sub and Purchaser agree to (i) be bound by the allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or (as agreed upon or, if applicable, as determined by appraisal), (ii) act in accordance with such allocation in the Allocation Firmfiling of all Tax Returns (including, without limitation, filing Form 8594 with their United States federal income Tax Return for the taxable year that includes the date of the Closing (and any amendments to such form)) and in the course of any Tax audit, Tax review or Tax litigation relating thereto and (iii) take no position and cause their affiliates to take no position inconsistent with such allocation for income Tax purposes, including United States federal and state income Tax, unless, in each case, otherwise required by a "DETERMINATION" as defined in Section 1313 of the Code or by similar applicable state Tax law. Seller, Seller Sub and Purchaser shall cooperate in the filing of their respective Forms 8594 (and any amendments thereto) relating to this transaction, and not later than 30 days prior to the filing of such Forms 8594 relating to this transaction (and any amendments thereto), each party shall deliver to the other party a copy of its Form 8594 (or amendment, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueapplicable).

Purchase Price Allocation. Prior to the Initial Closing, the parties shall obtain the services of Duff & Phelps (athe "Independent Appraiser") As soon as practicable after to assist the date parties in detxxxxxxng the fair value of the Purchased Assets solely for purposes of allocating the Total Consideration among the Purchased Assets under this AgreementSection 2.8, Seller and the parties agree to accept the Independent Appraiser's determination of the fair value of the Purchased Assets (the "Appraisal"). The cost of the Appraisal shall be borne equally by BEI and ST. At or prior to the Initial Closing, the Buyer shall prepare and deliver to Purchaser: ST (on behalf of the Sellers and the Subsidiaries) a copy of each Form 8594 and any required exhibits thereto (the "Asset Acquisition Statement") allocating the Total Consideration among the Purchased Assets in a manner consistent with the Appraisal. ST (on behalf of the Sellers and the Subsidiaries) shall have an opportunity to review each Form 8594. To the extent the Buyer and ST disagree on any part of any Form 8594, they shall negotiate in good faith to resolve any differences among the parties for the lesser of (a) a period of fifteen (15) days and (b) a period commencing on the receipt by the Buyer of ST's objections and ending fifteen (15) days before the due date (after giving effect to extensions thereof) for filing the Form 8594. If the parties do not resolve their differences during the period described above, the Independent Appraiser shall resolve any such differences and its resolution shall be final, the costs of which shall be borne equally by BEI and ST. The Buyer, the Sellers and the Subsidiaries agree (i) a proposed allocation to prepare and file all income Tax Returns and reports (including Forms 8594) filed consistently with the Asset Acquisition Statement, (ii) that none of the Assumed Liabilities by country based on an estimate Buyer or the Sellers or any of their respective Affiliates shall take any position inconsistent with the fair market values of Asset Acquisition Statement in connection with any Tax proceeding, except to the Purchased Assets and, if extent required by applicable Law, an allocation by asset category within a particular country and (iii) that if any Governmental Authority disputes such Asset Acquisition Statement, the “Estimated Allocation party receiving notice of the Assumed Liabilities”) dispute shall promptly notify the other party hereto of such dispute, and (ii) a proposed allocation the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the Initial Payment by country based on an estimate such statement. For purposes of the fair market values of this Section 2.8, the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (shall not include the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject covenant not to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared compete as set forth in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.Section

Purchase Price Allocation. The Seller Representative (aon behalf of the Sellers) As soon as practicable after the date of this Agreement, Seller and Buyer shall prepare and deliver to Purchaser: allocate (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of Purchase Price among the fair market values of Securities, in accordance with the Purchased Assets andSellers’ Allocable Portions, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation the portion of the Initial Payment by country based on an estimate Purchase Price (for Tax purposes) allocable to the Units (including any Liabilities assumed or taken subject to and treated as consideration for federal income Tax purposes) among the assets of the fair market values of the Purchased Assets Panadero Aggregates and, if required by applicable Lawto the extent applicable, an allocation by asset category within a particular country its Subsidiaries (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PriceSchedule”). Subject The Allocation Schedule shall be reasonable and, with respect to Section 6.04(a), during the fifteen (15) day period following delivery portion of the Estimated Allocation of purchase price (for Tax purposes) allocated to the Initial Purchase PriceUnits, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 751, Section 755 and Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder and allocate such portion of the purchase price among the various classes of assets. If Purchaser does not Within one-hundred and twenty (120) days of the Closing Date, the Seller Representative shall prepare and deliver written notice to Buyer the Allocation Schedule for Buyer’s review and approval. If, within thirty (30) days following the delivery of the Allocation Schedule, Xxxxx notifies the Seller Representative in writing that Buyer disputes any dispute 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 (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt Buyer notifies the Seller Representative of a dispute or delivery of a revised Allocation Schedule to Buyer, Buyer and the Seller Representative shall bring all disputes relating to the preparation of such allocation to the Independent Accounting Firm 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 Xxxxx on one hand and the Seller Representative (on behalf of the Estimated Allocation of Sellers) on the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenother. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts Independent Accounting Firm is unable to resolve such dispute during prior to the thirty (30) day period following Seller’s receipt 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 be filed in a manner consistent with the Allocation Dispute Notice from PurchaserSchedule prepared by the Seller Representative in respect of such disputed matter, the filing of which shall not prejudice or otherwise control the Independent Accounting Firm’s resolution of such matter. If All income Tax Returns and reports filed by Xxxxx and the Parties and Xxxxxx do not agree Sellers shall be prepared consistently with the allocation as set forth on the Allocation Schedule or, if applicable, any update thereto, except upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render determination by a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueTaxing Authority.

Purchase Price Allocation. (a) As soon Buyer and Seller shall, and shall cause their respective Affiliates to, treat the sale and purchase of the Interests as practicable after a sale and purchase of assets for U.S. federal income tax and applicable state and local Tax purposes. Within sixty days following the date of this AgreementClosing Date, Seller Buyer shall prepare and deliver to Purchaser: (i) a proposed allocation Seller an IRS Form 8594 and any required exhibits thereto, prepared on the basis of the Assumed Liabilities by country based on an estimate respective fair market value of the fair market values assets of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) Company and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder, setting forth in reasonable detail its proposed determination of the allocation of the consideration paid (including liabilities deemed to be assumed) among the assets of the Company for all purposes (including Tax and financial accounting purposes) and including an allocation of consideration among the Company’s Intellectual Property rights (the “Section 1060 Allocation”). If Purchaser does not deliver written notice To the extent that Seller in good faith disagrees with the content of any dispute (an “Allocation Dispute Notice”) the Section 1060 Allocation, Seller shall, within fifteen (15) thirty days after receipt of the Estimated Allocation Section 1060 Allocation, provide written notice to Buyer of such disagreement, which written notice shall include a reasonably detailed statement setting forth the Initial Purchase Pricebasis for such disagreement. In the absence of such written notice within such thirty days, the Estimated Allocation of the Initial Purchase Price Seller shall be deemed to have agreed with the Final Allocation content of the Initial Purchase Price for all purposes hereunder. Prior to Section 1060 Allocation and the end of such fifteen (15) day period, Purchaser may accept the Estimated Section 1060 Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givento have been finally determined. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties Seller and Xxxxxx Buyer shall use reasonable best efforts attempt in good faith to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution any disagreements with respect to the Estimated Section 1060 Allocation. If the parties are unable to agree on the Section 1060 Allocation on or prior to the date that is twenty days after the Buyer’s written receipt of Seller’s notice of Seller’s disagreement with the Initial Purchase Price within such fifteen (15) day periodSection 1060 Allocation, then the Estimated Allocation of the Initial Purchase Price items in dispute shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties Independent Accountant. Seller and Xxxxxx (Buyer shall present their arguments to the “Allocation Firm”)Independent Accountant within ten days of the submission of the dispute to the Independent Accountant and the Independent Accountant will resolve the dispute, in a fair and equitable manner, and in accordance with applicable Tax law, within twenty days after Seller and Buyer have presented their arguments to the Independent Accountant. The Allocation Firm shall be requested to render a determination fees, expenses and costs of the applicable dispute within fifteen (15) days after referral of American Arbitration Association and the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm Independent Accountant shall be borne equally by the parties. Buyer and Seller agree to amend the Section 1060 Allocation, as finally determined, as necessary to reflect any adjustments in consideration agreed upon, or payments made, after the date it is finally determined. Buyer and Purchaser. The Estimated Allocation Seller 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 Initial Purchase Price accepted by the Parties and Xxxxxx or consideration as determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuein accordance with this Section 1.5.

Purchase Price Allocation. (a) As soon as practicable Purchaser and BIL shall use commercially reasonable efforts to prepare and deliver to Seller, within ninety (90) calendar days after the Closing Date, copies of Form 8594 under the Internal Revenue Code (and any comparable form under any applicable Tax Law of any other jurisdiction where any of the Purchased Assets are situated, by the date required by applicable Law) and any required exhibits thereto (the “Asset Acquisition Statement”) allocating the Purchase Price and the Assumed Liabilities among the Purchased Assets. Seller shall provide such cooperation to Purchaser and BIL as may be required for the preparation of this Agreement, Seller such forms and as Purchaser and BIL may reasonably request. Thereafter Purchaser and BIL shall prepare and deliver to Purchaser: (i) a proposed allocation Seller from time to time revised copies of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Asset Acquisition Statement (the “Estimated Allocation of the Assumed LiabilitiesRevised Statements”) and so as to report any matters in the Asset Acquisition Statement that require revision as a result of any adjustment to the Purchase Price pursuant to this Agreement. If Seller disputes any calculation in the Asset Acquisition Statement or Revised Statements (ii) a proposed allocation of as the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”case may be). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute its objection to Purchaser within ten (an “Allocation Dispute Notice”10) within fifteen (15) calendar days after receipt delivery by Purchaser and BIL of the Estimated Allocation applicable Asset Acquisition Statement [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Initial Purchase PriceSecurities Exchange Act of 1934, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunderas amended. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution Confidential treatment has been requested with respect to the Estimated Allocation of omitted portions. or Revised Statement to Seller, specifying in reasonable detail the Initial Purchase Price items and amounts in dispute and the grounds for dispute. Seller, Purchaser and BIL shall promptly seek in good faith to resolve amicably such dispute within such fifteen ten (1510) day periodcalendar days, then and if amicable resolution is not reached, either Party may refer the Estimated Allocation of the Initial Purchase Price shall be submitted immediately matter for determination to an internationally recognizedAccountant, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a whose determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any The fees payable to and expenses of the Allocation Firm Accountant shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuenon-prevailing Party in such dispute.

Purchase Price Allocation. (a) As soon as practicable after the date of this AgreementThe Purchase Price, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of and any other items required to be treated as consideration for U.S. federal income Tax purposes will be allocated for all Tax purposes among the Purchased Assets, the Intellectual Property Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) to be purchased pursuant to Section 1.4 and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject Interests to be purchased pursuant to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared 1.1 in accordance with the principles of Section section 1060 of the Code and the Treasury Regulations promulgated thereunder (and, where such Purchased Interests constitute an interest in an Acquired Company that is classified for U.S. federal income Tax Purposes as a disregarded entity or partnership, among the assets of such Acquired Company in accordance with Sections 1060 and 755 of the Code, as applicable, and the Treasury Regulations promulgated thereunder) (the “Allocation”). The Allocation shall provide, unless mutually agreed by the Buyer and the Sellers’ Representative, that each element of the Purchase Price shall be allocable to each such Purchased Asset, Intellectual Property Asset and Purchased Interest pro rata. Within thirty (30) days after the finalization of the Purchase Price pursuant to Section 2.2, the Buyer shall provide to the Sellers’ Representative a draft Allocation. If Purchaser the Sellers’ Representative does not deliver provide the Buyer written notice objections to the draft Allocation within fifteen (15) days of receipt, the draft Allocation shall be deemed to be agreed upon by the Parties. If the Sellers’ Representative proposes changes to the draft Allocation within such fifteen (15)-day period, the Sellers’ Representative and the Buyer shall negotiate in good faith to agree to any aspects of the Allocation in dispute; provided, however, that if the Sellers’ Representative and the Buyer are unable to resolve any dispute (an “with respect to the Allocation Dispute Notice”) within fifteen (15) days after receipt the date the Buyer received notice of the Estimated Allocation of the Initial Purchase PriceSellers’ Representative’s objection, the Estimated Allocation of the Initial Purchase Price such dispute shall be deemed resolved by the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior Independent Accountant pursuant to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, procedures set forth in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.Section 2.2

Purchase Price Allocation. The Parties agree to allocate the Purchase Price (aand any liabilities taken into account as consideration for the Company Interests under applicable Tax Law) As soon as practicable after among the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation Interests of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets Company Entities and, if required by applicable Lawfurther, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles for purposes of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice thereunder (and any comparable or similar provisions of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller applicable state and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”local Tax Law). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, among the separate classes of assets of each Company Entity in accordance with the fair market value of the assets and the methodology described in Sections 1060 and 338 of the Code. Buyer shall prepare and provide to Sellers at least ten (10) Business Days prior to the Closing, a schedule setting forth a proposal for the allocation of the Purchase Price (plus liabilities properly taken into account under Tax law) among the assets of the Company Entities (the “Allocation Schedule”) in accordance herewith. Sellers shall propose to Buyer any changes thereto within five (5) Business Days following their receipt thereof, and Buyer and Sellers shall cooperate in good faith to agree upon a revised Allocation Schedule as soon as practicable. If the Parties are unable to agree on the Allocation Schedule, the Parties shall refer such dispute to the Independent Expert, which firm shall make a final and binding determination as to all matters in dispute with respect to this Section 2.6 (and only such matters) on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Expert shall not have the power to modify or amend any term or provision of this Agreement. The related expenses of the Independent Expert shall be shared equally by Xxxxx and Sellers. Each of Sellers and Buyer agrees and acknowledges that each shall (and shall cause its Affiliates to) report the “Final transactions contemplated herein to the applicable taxing authorities consistent with the Allocation Schedule mutually agreed upon (or as determined by the Independent Expert) pursuant to this Section 2.6, and that neither Sellers nor Buyer shall, absent mutual written agreement, challenge or dispute the allocations set forth in the final Allocation Schedule determined pursuant hereto, or file any Tax Return inconsistent therewith unless required by a determination within the meaning of Section 1313 of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueCode.

Purchase Price Allocation. (a) As soon as practicable after Within 30 days following the date of this AgreementClosing Date, the Buyer shall provide the Seller shall prepare and deliver to Purchaser: (i) a proposed with an allocation of the Assumed Liabilities by country based on an estimate Purchase Price (and all other items required under the Code) among the assets of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Company in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate) (the “Purchase Price Allocation”). Upon receipt from the Buyer, the Seller shall have 30 days to review the Purchase Price Allocation (the “Purchase Price Allocation Review Period”). If Purchaser does not the Seller disagrees with any items set forth on the Purchase Price Allocation, the Seller shall, on or before the last day of the Purchase Price Allocation Review Period, deliver a written notice to the Buyer (the “Purchase Price Allocation Notice of any dispute (an “Objection”), setting forth such objections. Unless the Seller delivers the Purchase Price Allocation Dispute Notice”) Notice of Objection to the Buyer within fifteen (15) days after receipt of the Estimated Purchase Price Allocation of the Initial Purchase PriceReview Period, the Estimated Allocation of the Initial Purchase Price Seller shall be deemed to have accepted the Final Allocation of determinations set forth in the Initial Purchase Price for all purposes hereunderAllocation. Prior If the Seller delivers the Purchase Price Allocation Notice of Objection to the Buyer within the Purchase Price Allocation Review Period, the Buyer and the Seller shall, during the 30 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items. At the end of any such fifteen (15) day periodperiod or any mutually agreed extension thereof, Purchaser may accept any remaining disputes between the Estimated Allocation of Buyer and the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed resolved in accordance with the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”procedures contemplated by Section 2.04(b)(ii). The Allocation Firm Parties shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forthnot take any position, in reasonable detailconnection with any Tax Return, audit or similar Action related to Taxes, that is inconsistent with the basis therefor. The determination of the Purchase Price Allocation Firm shall be final and binding(as finalized pursuant to this Section 6.09(h)), absent manifest error. Any fees payable except to the Allocation Firm shall be borne equally extent required by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueapplicable Law.

Purchase Price Allocation. Purchaser and Seller agree that the Purchase Price, but only including the amount of assumed liabilities that are liabilities for income tax purposes (athe “Tax Purchase Price”) As soon as practicable after shall be allocated among the date of this AgreementPurchased Assets, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of other than Seller’s interest in the Assumed Liabilities by country minerals in place, based on an estimate of the upon their respective, mutually agreed upon fair market values which shall equal the net book value of the Purchased Assets and, if required machinery and equipment transferred by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx as determined using the books and their respective Representatives to discuss the Estimated Allocation records of the Initial Purchase Price. The Estimated Allocation Cxxxxx Joint Venture, the agreed fair market value of minerals treated as “inventory” under GAAP transferred by Seller to Purchaser and held by the Cxxxxx Joint Venture at the time of Closing (provided such inventory is not required to be distributed to Seller pursuant to the Joint Venture Agreement), and the net book value, as determined using the books and records of the Initial Cxxxxx Joint Venture, of any other tangible assets not considered an interest in the minerals in place. All remaining Tax Purchase Price shall be prepared treated as a lease bonus paid for the transfer of Seller’s interests in accordance with minerals in place subject to the principles reserved Royalty described in Section 2.3. The amount treated as a lease bonus shall be allocated, as the Purchaser shall determine in the exercise of Section 1060 its reasonable discretion, between fee or leased properties (including patented claims) and unpatented claims in which Seller has an economic interest in the minerals in place. The allocation of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Tax Purchase Price to tangible property and lease bonus payment shall be deemed set forth on the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx allocation schedule attached hereto as Exhibit C (the “Allocation FirmSchedule”). The Allocation Firm ) and the allocation and characterization set forth in this paragraph shall be requested used by Purchaser and Seller for all applicable tax purposes and in all filings, declarations and reports with the IRS in respect thereof. Both Seller and Purchaser agree to render a determination of the applicable dispute within fifteen (15) days after referral of the matter act reasonably and in good faith to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of complete the Allocation Firm shall be final and bindingSchedule by February 29, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value2008.

Purchase Price Allocation. (a) As soon as practicable after Buyer shall allocate the date of this Agreement, Seller shall prepare Purchase Price and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate treated as purchase price for U.S. federal income tax purposes, as of the fair market values Closing, among the classes of assets (as described in the Treasury regulations promulgated under Section 338 of the Purchased Code) to which the Acquired Assets and, if required by applicable Law, an allocation by asset category within a particular country relate (the “Estimated Allocation of the Assumed LiabilitiesAllocation”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunderthereunder (or any similar provision of local or state Tax law) and shall submit the proposed Allocation to Sellers not later than sixty (60) days after Closing. If, within thirty (30) days after the receipt of the proposed Allocation, Seller notifies Buyer in writing that Seller disagrees with the proposed Allocation, then Buyer and Seller shall attempt in good faith to resolve their disagreement within the fifteen (15) days following Seller’s notification to Buyer of such disagreement. If Purchaser Seller does not deliver written notice so notify Buyer within thirty (30) days of receipt of the proposed Allocation, or upon resolution of the dispute by Seller and Buyer, the proposed Allocation shall become the final Allocation (the “Purchase Price Allocation”). If Seller and Buyer are unable to resolve their disagreement within the fifteen (15) days following any such notification by Seller, the dispute (an “Allocation Dispute Notice”) shall be submitted to a mutually agreed nationally recognized independent accounting firm, for resolution within fifteen (15) days after receipt of such submission, which resolution shall be final, binding and non-appealable. Each Party shall cooperate fully with the other Party to facilitate a prompt determination of the Estimated Allocation Allocation. The fees, costs and expenses of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts valuation firm retained to resolve such any dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodAllocation, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognizedif applicable, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller, on the one hand, and Buyer, on the other. Seller and Purchaser. The Estimated Buyer shall report consistently with the Allocation in all Tax Returns, including IRS Form 8594 (Asset Acquisition Statement) under Section 1060 of the Initial Code, which Buyer and Seller shall timely file with the IRS, and neither Buyer nor Seller shall take any position in any Tax Return that is inconsistent with the Purchase Price accepted Allocation unless required to do so by a (x) change in law occurring after the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation date of the Initial Purchase Price”. The Final Allocation determination of the Initial Purchase Price shall be done at arm’s length based upon a good faith Allocation or (y) final determination as defined in Section 1313 of fair market valuethe Code. Each of Seller and Buyer agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Purchase Price Allocation.

Purchase Price Allocation. The Purchase Price (aand any liabilities taken into account as consideration for the Target Company Interests under applicable Tax Law) As soon as practicable after shall be allocated among the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation Interests of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets Target Companies and, if required by applicable Lawfurther, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles for purposes of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice thereunder (and any comparable or similar provisions of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller applicable state and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”local Tax Law). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, the amount allocated to the Wholly-Owned Target Companies shall be allocated among the assets of each Wholly-Owned Target Company in accordance with the fair market value of the assets and the methodology described in Sections 1060 and 338 of the Code. Buyer shall prepare and provide to Seller within ninety (90) days following Buyer’s receipt of the 2023 Financial Statements, a schedule setting forth a proposal for the allocation of the Purchase Price (plus liabilities properly taken into account under Tax law) in accordance with this Section 2.5 (the “Final Allocation Schedule”). Seller shall propose to Buyer any changes thereto within five (5) Business Days following their receipt thereof, and Xxxxx and Seller shall cooperate in good faith to agree upon a revised Allocation Schedule as soon as practicable. If the Parties are unable to agree on the Allocation Schedule, the Parties shall refer such dispute to the Independent Expert, which firm shall make a final and binding determination as to all matters in dispute with respect to this Section 2.5 (and only such matters) on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Expert shall not have the power to modify or amend any term or provision of this Agreement. The expenses related to the Independent Expert shall be shared equally by Xxxxx and Seller. Any change in Purchase Price (and any liabilities taken into account as consideration for the Target Company Interests under applicable Tax Law) pursuant to this agreement shall be reflected in an updated Allocation Schedule, prepared in accordance with the methodology and procedures reflected in this Section 2.5, and the Parties shall use commercially reasonable efforts to finalize such updated Allocation Schedule at least ninety (90) days prior to the due date of any Tax Return (including IRS Form 8594) required to be filed reflecting the Transactions hereunder. Each of Seller and Buyer agrees and acknowledges that each shall (and shall cause its Affiliates to) report the transactions contemplated herein to the applicable taxing authorities consistent with the Allocation Schedule mutually agreed upon (or as determined by the Independent Expert), as finally determined, pursuant to this Section 2.5, and that neither Seller nor Buyer shall, absent mutual written agreement, challenge or dispute the allocations set forth in the final Allocation Schedule determined pursuant hereto, or file any Tax Return inconsistent therewith unless required by a determination within the meaning of Section 1313 of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueCode.

Purchase Price Allocation. (a) As soon as practicable Buyer and Seller shall allocate the sum of the Purchase Price and the liabilities of the Company and its Subsidiaries among the assets of the Company and its Subsidiaries in the manner required by section 1060 of the Code and the Treasury Regulations thereunder. Within seventy-five (75) days after the date of this AgreementClosing Date, Seller Buyer shall prepare and deliver to Purchaser: (i) Seller a proposed IRS Form 8594 (and any required exhibits thereto) allocating all such amounts as provided herein, and a statement specifying a methodology for the allocation of any adjustments to the Assumed Liabilities by country based on an estimate Purchase Price under this Agreement (together, the “Asset Acquisition Statement”). Such Asset Acquisition Statement shall become final for purposes of this Section 7.1 unless Seller objects in writing to the Asset Acquisition Statement within thirty (30) days after Seller’s receipt thereof. If Seller so objects, Buyer and Seller shall in good faith attempt to resolve the dispute within sixty (60) days of written notice to Buyer of Seller’s objection. Any unresolved disputes shall be promptly submitted for determination to the Independent Accountant. Buyer and Seller will each pay one-half of the fair market values fees and expenses of the Purchased Assets andIndependent Accountant. Buyer and Seller shall cooperate with each other and the Independent Accountant in connection with the matters contemplated by this Section 7.1, if required including, by applicable Lawfurnishing such information and access to books, records, personnel and properties as may be reasonably requested. In the event Buyer causes an allocation by asset category within a particular country (the “Estimated Allocation election under section 754 of the Assumed Liabilities”Code to be filed on behalf of BGS LLC, Buyer shall provide notice of its purchase of the membership interests in BGS LLC in accordance with Treasury Regulations sections 1.743-1(k)(2) and (ii3) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together shall otherwise comply with the “Estimated Allocation requirements of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably sections 743 and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 755 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice In connection therewith, as well as for purposes of any dispute compliance with the provisions of sections 741 and 751 of the Code pertaining to the sale of interests in BGS LLC, within seventy-five (an “Allocation Dispute Notice”) within fifteen (1575) days after receipt of the Estimated Allocation Closing Date, Buyer shall prepare and deliver to Seller, for its review and comment, a draft allocation of the Initial Purchase Priceconsideration payable hereunder among the assets of BGS LLC, as contemplated by the Estimated Allocation immediately preceding sentence, which allocation shall become part of the Initial Purchase Price shall be deemed the Final Allocation Asset Acquisition Statement for purposes of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, procedures set forth in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuethis Section 7.1.

Purchase Price Allocation. Within seventy-five (a75) As soon as practicable after days of the date final determination of this Agreementthe Net Working Capital, Seller Purchaser shall prepare and deliver to Purchaser: the Seller Representative a draft schedule allocating the Purchase Price (iother than the Earn-out Payments) a proposed allocation among the assets of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Target Companies and its Subsidiaries (the “Estimated Purchase Price Allocation of the Assumed LiabilitiesSchedule”) and (ii) a proposed allocation of draft appraisal from an independent valuation firm supporting the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets andPurchase Allocation Schedule. If, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of receiving the Purchase Price Allocation Schedule prepared by Purchaser, the Seller Representative has not objected, then the Purchase Price Allocation Schedule prepared by Purchaser shall be final and binding on all parties hereto, and, subject to changes to the Purchase Price Allocation Schedule to reflect adjustments to the Purchase Price (including payments of the Estimated Allocation of the Initial Purchase PriceEarn-out Payments), the Estimated Allocation of Sellers and Purchaser shall file all Tax Returns consistently with the Initial Purchase Price Allocation Schedule and shall be deemed not take any position during the Final Allocation course of any audit or other proceeding that is inconsistent with the Initial Purchase Price for all purposes hereunderAllocation Schedule, unless otherwise required by a determination of a Governmental Authority that is final. Prior If, within fifteen (15) days of receiving the Purchase Price Allocation Schedule prepared by Purchaser, the Seller Representative objects to the end of Purchase Price Allocation Schedule, then the Seller Representative and Purchaser shall cooperate in good faith to resolve their dispute; provided that if after fifteen (15) days the Seller Representative and Purchaser are unable to agree, the parties will each allocate the Purchase Price in any manner they see fit. If, within such fifteen (15) day period, Purchaser may accept and the Estimated Allocation of the Initial Seller Representative agree to a Purchase Price by delivering written notice to that effect to Seller and XxxxxxAllocation Schedule, in which case the Estimated Allocation of the Initial then such Purchase Price Allocation Schedule, as finalized, shall be deemed binding on all parties hereto, and, subject to appropriate changes to the Final Purchase Price Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day periodSchedule to reflect adjustments, the Parties Sellers and Xxxxxx Purchaser shall use reasonable best efforts to resolve such dispute file all Tax Returns consistently with the Purchase Price Allocation Schedule and shall not take any position during the thirty (30) day period following Seller’s receipt course of any audit or other proceeding that is inconsistent with the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodAllocation Schedule, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render unless otherwise required by a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueGovernmental Authority that is final.

Purchase Price Allocation. Xxxxx and Seller agree to allocate the Purchase Price (a) As soon as practicable after the date of this Agreementfinally determined hereunder), Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of Liabilities, and all other relevant items among the fair market values of Transferred Assets and the Purchased Assets andTransferred Equity Interests in accordance with the allocation under this Section 3.07, if except as required by applicable Law. No later than thirty (30) Business Days after the Final Closing Statement becomes conclusive, Seller shall deliver to Buyer an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate Purchase Price and the Assumed Liabilities (and all other relevant items) as of the fair market values of Closing Date among the Purchased Transferred Assets and, if required by applicable Law, an allocation by asset category within a particular country (and the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be Transferred Equity Interests prepared in accordance with the principles methodologies mutually agreeable to the Parties (the “Purchase Price Allocation”). The Purchase Price Allocation shall be conclusive and binding on the Parties, provided, that if Buyer disagrees with Seller’s Purchase Price Allocation, Buyer may, within thirty (30) days after delivery of Section 1060 of such Purchase Price Allocation, deliver a notice (the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Buyer’s Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller to such effect, specifying those items as to which Buyer disagrees and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givensetting forth Buyer’s proposed allocation. If Purchaser delivers an the Buyer’s Allocation Dispute Notice within such fifteen (15) day periodis duly delivered, the Parties Buyer and Xxxxxx shall use reasonable best efforts to resolve such dispute Seller shall, during the thirty (30) day period days following Seller’s receipt such delivery, work in good faith to reach agreement on the disputed items or amounts. If Xxxxx and Seller are unable to reach such agreement, they shall promptly thereafter cause an internationally-recognized independent accounting firm mutually agreeable to Buyer and Seller (“Independent Accounting Firm”) to resolve any remaining disputes, which decision shall be rendered within forty (40) days after such firm is retained and shall be final and binding on the Parties. One-half of the Allocation Dispute Notice from Purchaser. If the Parties fees and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation expenses of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Independent Accounting Firm shall be requested paid by Xxxxx, and one-half of such fees and expenses shall be paid by Seller. The Parties shall make appropriate adjustments to render the Purchase Price Allocation to reflect changes in the final Purchase Price. The Parties agree for all Tax reporting purposes to report the transactions in accordance with the Purchase Price Allocation, as adjusted pursuant to the preceding sentence, and to not take any position during the course of any audit or other proceeding inconsistent with such schedule unless required by a determination of the applicable dispute within fifteen (15) days after referral Government Authority that is final. Notwithstanding any other provision of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detailthis Agreement, the basis therefor. The determination terms and provisions of this Section 3.07 shall survive the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueClosing without limitation.

Purchase Price Allocation. The Exercise Price (aand all other capitalizable costs) As soon shall be allocated among the Rights/Assets Subject to Option (as practicable well as the allocable portion of the Partnership's assets underlying the Partnership Interest) in accordance with Sections 1060, 751 and 755 of the Internal Revenue Code of 1986, as amended (the "Code") and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the "Allocation"), which Allocation shall be set forth on a Schedule 2.6 to be appended to this Agreement after the date of this AgreementEffective Date. BNA and the Purchasers shall negotiate in good faith to reach agreement as to the Allocation (and the Purchasers shall supply to BNA all such information as BNA shall reasonably request so that BNA may knowledgeably discharge its obligation). If the parties are unable to agree upon the Allocation within thirty (30) days following the Effective Date, Seller then the parties shall prepare within fifteen (15) days thereafter agree upon and deliver to Purchaser: (i) retain a proposed allocation of qualified independent professional appraiser with substantial experience appraising assets used in the Assumed Liabilities by country based on an estimate newspaper industry, whose written determination of the fair market values of the Purchased Rights/Assets andSubject to Option (as well as the allocable portion of the Partnership's assets underlying the Partnership Interest) shall be used in completing the Allocation and shall be binding upon all of the parties hereto. The cost of the appraisal shall be borne equally by BNA and the Purchasers. The parties shall report, act and file tax returns (including, but not limited to, Form 8594, Asset Acquisition Statement Under Section 1060, and Form 1065, U.S. Return of Partnership Income, for the Partnership for the taxable year in which the Closing occurs) in all respects and for all purposes consistent with the Allocation. None of BNA or any of the Purchasers shall take any position (whether in audits, on a tax return or otherwise) which is inconsistent with the Allocation unless required to do so by applicable law. Notwithstanding the foregoing, if required BNA and the Purchasers are unable to agree upon the Allocation and are further unable to agree upon the selection of a qualified appraiser, as described above, to determine the Allocation within forty-five (45) days following the Effective Date, or by applicable Lawsuch later date as is agreed to by the parties, an allocation by asset category within a particular country each of BNA and the Purchasers may file Form 8594, and any federal, state, local and foreign tax returns, allocating the Exercise Price (and all other capitalizable costs) among the “Estimated Allocation Rights/Assets Subject to Option (as well as the allocable portion of the Assumed Liabilities”Partnership's assets underlying the Partnership Interest) in the manner each believes appropriate, provided such allocation is reasonable and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 Sections 1060, 751 and 755 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.

Purchase Price Allocation. (a) As soon For all Tax purposes, the Purchase Price (plus any Assumed Liabilities that are treated as practicable after consideration for the date of Purchased Assets) shall be allocated in the manner set forth in this Agreement, Seller Section 2.7 (the “Price Allocation”). Purchaser shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within in a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunderthereunder and shall deliver such proposal to Seller for its review and approval not later than forty five (45) Business Days after the Closing Date. If Purchaser does not deliver written notice of any dispute Seller shall have thirty (an “Allocation Dispute Notice”30) within fifteen (15) days Business Days after receipt of the Estimated Allocation of proposed allocation to accept the Initial Purchase Priceproposed allocation, the Estimated Allocation of the Initial Purchase Price which acceptance shall not be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunderunreasonably withheld or delayed. Prior If Seller fails to object in writing to Purchaser prior to the end of such fifteen (15) 30-day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed to have accepted the Final Allocation for all purposes hereunder when such notice is givenproposed allocation. If Purchaser delivers an Allocation Dispute Notice within Seller does delivery written notice of its objection (which shall be accompanied by Seller’s proposed modifications to the allocation) prior to the end of such fifteen (15) 30-day period, and Purchaser and Seller cannot agree on the Parties allocation within twenty (20) Business Days of such objection and Xxxxxx shall use reasonable best efforts to resolve proposed modifications, such dispute during the shall be settled, within thirty (30) day period following Seller’s receipt Business Days of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately its submission to an internationally recognized, independent accounting or valuation firm reasonably mutually acceptable to the Parties Seller and Xxxxxx Purchaser (the “Allocation Neutral Accounting Firm”). The Allocation , by the Neutral Accounting Firm, after which time the allocation determined by the Neutral Accounting Firm shall be requested become the final Price Allocation. Purchaser and Seller shall submit the dispute to render a the Neutral Accounting Firm within twenty (20) Business Days of receipt by Purchaser of the modifications to which it objects. After determination of the final Price Allocation, (i) each party agrees to timely file an IRS Form 8594 reflecting the Price Allocation for the taxable year that includes the Closing Date and to make any timely filing required by applicable dispute within fifteen state or local Law, (15ii) days after referral such Price Allocation shall be binding on Purchaser and Seller for all Tax reporting purposes, (iii) none of Purchaser or Seller or any of their respective Affiliates shall take any position inconsistent with such Price Allocation in connection with any Tax proceeding, except to the extent required by applicable Law, and (iv) if any Taxing Authority disputes such Price Allocation, the party receiving notice of the matter dispute shall promptly notify the other party hereto of such dispute, and the parties hereto shall cooperate in good faith in responding to such Allocation Firm, which determination must be dispute in writing and must set forth, in reasonable detail, order to preserve the basis therefor. The determination effectiveness of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase such Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation.

Purchase Price Allocation. (a) As soon Consistent with Revenue Ruling 99-6, Buyer and 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 practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) in the case of Sellers, as a proposed allocation sale of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) partnership interests and (ii) in the case of Buyer, as a purchase of the Company’s assets. Within sixty (60) days following the Closing Date, Buyer shall deliver to the Representative a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country schedule (the “Estimated Allocation Section 1060 Allocation”), prepared on the basis of the Initial Payment”, and together with the “Estimated Allocation respective fair market value of the Assumed Liabilities”, the “Estimated Allocation assets of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably Company and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section Sections 755 and 1060 of the Code and the Treasury Regulations promulgated thereunder, setting forth in reasonable detail its proposed determination of the allocation of the consideration paid to the Sellers for the Units (including the Cash Purchase Price, Stock Consideration, Earn-out Payments and liabilities deemed to be assumed) among the assets of the Company for all purposes (including Tax and financial accounting purposes). If Purchaser does not deliver written notice To the extent that the Representative in good faith disagrees with the content of any dispute the Section 1060 Allocation, the Representative shall, within sixty (an “Allocation Dispute Notice”) within fifteen (1560) days after receipt of the Estimated Allocation Section 1060 Allocation, provide written notice to Buyer of such disagreement, which written notice shall include a reasonably detailed statement setting forth the Initial Purchase Pricebasis for such disagreement. In the absence of such written notice within such sixty (60) days, the Estimated Allocation of the Initial Purchase Price Sellers shall be deemed to have agreed with the Final Allocation content of the Initial Purchase Price for all purposes hereunder. Prior to Section 1060 Allocation and the end of such fifteen (15) day period, Purchaser may accept the Estimated Section 1060 Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givento have been finally determined. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties The Representative and Xxxxxx Buyer shall use reasonable best efforts attempt in good faith to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution any disagreements with respect to the Estimated Section 1060 Allocation. If the parties are unable to agree on the Section 1060 Allocation on or prior to the date that is twenty (20) days after Buyer’s written receipt of the Initial Purchase Price within such fifteen (15) day periodRepresentative’s notice of its disagreement with the Section 1060 Allocation, then the Estimated Allocation of the Initial Purchase Price items in dispute shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”)Independent Accountant. The Allocation Firm Representative and Buyer shall be requested present their arguments to render a determination the Independent Accountant within ten (10) days of the submission of the dispute to the Independent Accountant and the Independent Accountant will resolve the dispute, in a fair and equitable manner, and in accordance with applicable dispute Tax law, within fifteen twenty (1520) days after referral the Representative and Buyer have presented their arguments to the Independent Accountant. The fees, expenses and costs of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm Independent Accountant shall be borne equally by Seller Buyer on the one hand and Purchaserthe Representative on the other hand. The Estimated Buyer and the Representative agree to amend the Section 1060 Allocation, as finally determined, as necessary to reflect any adjustments in consideration agreed upon, or payments made, after the date it is finally determined. Appropriate adjustments to the Section 1060 Allocation schedule shall be made in the event that the consideration paid to the Sellers for the Units (including the Cash Purchase Price, Stock Consideration, Earn-out Payments and Liabilities deemed to be assumed) is adjusted, and such adjustments shall be determined in accordance with Sections 755 and 1060 of the Initial Purchase Price accepted by Code and the Parties and Xxxxxx or determined by the Allocation FirmTreasury Regulations thereunder, as agreed by Buyer and the case may beRepresentative. Buyer and the Representative each further agree to file, shall be 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 “Final Allocation allocation of the Initial Purchase Price”consideration as determined in accordance with this Section 1.5. The Final Allocation In the event that any of the Initial Purchase Price allocations provided on such Section 1060 Allocation are disputed by a taxing authority, the party receiving notice of such dispute shall be done at arm’s length based upon a use reasonable efforts to notify the other party, and Buyer and the Representative shall cooperate in good faith determination in responding to such challenge to preserve the effectiveness of fair market valuethe Section 1060 Allocation, each at its own cost and expense.

Purchase Price Allocation. Except as Acquiror and Equityholder Representative 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. income Tax Law, within one hundred and twenty (a120) As soon as practicable after days following the date of this AgreementClosing, Seller Acquiror shall prepare and shall deliver to Purchaser: (i) a proposed the Equityholder Representative an allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Aggregate Transaction Consideration (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”as adjusted pursuant to this Agreement, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject all other items required to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of treated as taxable consideration under the Code and the Treasury Regulations promulgated thereunderRegulations) among the assets of the Company and its Subsidiaries in accordance with the methodology set forth on Annex E (the “Purchase Price Allocation Annex”, and such allocation, the “Purchase Price Allocation”). If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt days of receiving the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodAllocation, then the Estimated Allocation of Equityholder Representative has not objected to it in writing, the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest errorand 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 other income Tax purposes, including Sections 704(c), 741 and 751 of the Code. Any fees payable If within thirty (30) days after the delivery of the Purchase Price Allocation, the Equityholder Representative notifies Acquiror that the Equityholder Representative objects to the Purchase Price Allocation, Equityholder Representative and Acquiror shall use commercially reasonable efforts to cooperate in good faith to resolve their differences; provided that, if after thirty (30) days, Equityholder Representative and Acquiror are unable to agree, Equityholder Representative and Acquiror shall retain an arbitrator, to be agreed upon by the parties (the “Arbitrator”), whom they shall instruct to determine the Purchase Price Allocation Firm pursuant to the methodologies set forth on the Purchase Price Allocation Annex. The determination of the Arbitrator shall be borne final and binding on the parties hereto. The cost of the Arbitrator shall be shared equally by Seller Equityholder Representative and PurchaserAcquiror. The Estimated Allocation of parties hereto agree to (and agree to cause their respective Affiliates to) (i) be bound by the Initial Purchase Price accepted by Allocation (as finally determined) for purposes of determining any Taxes, (ii) report the Parties and Xxxxxx or determined by transactions consummated pursuant to this Agreement in accordance with the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon Allocation (as finally determined) and (iii) not take a good faith position inconsistent with the Purchase Price Allocation (as finally determined) on any applicable Tax Return or in any audit, examination or proceeding, unless required to do so by a determination of fair market valuean applicable Governmental Authority that is final and non-appealable. Acquiror may update or otherwise supplement the Purchase Price Allocation consistent with this Agreement as may be necessary from time to time.

Purchase Price Allocation. (a) As soon as practicable after The Purchase Price, the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation assumption by Purchaser of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if (and all other capitalized costs and relevant items as required by applicable Law, ) shall be allocated among the Transferred Shares and Transferred Assets in accordance with an allocation by asset category within a particular country schedule (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PricePrice Allocation”). Subject to Section 6.04(a), during LivaNova shall deliver the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Allocation to Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period calendar days following Sellerthe date in which the Adjustment Amount is finally determined pursuant to Section 2.04, for Purchaser’s receipt of review, comment and approval, which approval shall not be unreasonably conditioned, withheld or delayed. Purchaser and LivaNova shall work together in good faith to resolve any disputes regarding the Purchase Price Allocation Dispute Notice from Purchaserwithin ten (10) Business Days following the delivery thereof. If Purchaser and LivaNova are unable to resolve any such dispute, Purchaser and LivaNova shall submit the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, recognized independent accounting firm (which accounting firm shall not be Ernst & Young or valuation KPMG), mutually agreed upon in writing by Purchaser and LivaNova, for resolution, and the decision of such accounting firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”)shall be final. The Allocation Firm shall be requested to render a determination costs of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm accounting firm shall be borne equally by Seller LivaNova and Purchaser. The Estimated Allocation of If the Initial Purchase Price accepted by is adjusted pursuant to any provision of this Agreement, the Parties and Xxxxxx or determined by the Purchase Price Allocation Firm, as the case may be, shall be adjusted in accordance with the “Final Allocation provisions of this Section 10.01(a). Purchaser and the Initial Purchase Price”. The Final Allocation of Sellers shall file all Tax Returns consistent with the Initial Purchase Price Allocation as finally determined hereunder. Neither Purchaser nor Sellers shall be done at arm’s length based upon take any Tax position, whether on a good faith determination of fair market valueTax Return, in an audit or otherwise, that is inconsistent with the Purchase Price Allocation as finally determined hereunder, and neither Purchaser nor the Sellers shall agree to any proposed adjustment to the Purchase Price Allocation by any Taxing Authority without first giving the other parties prior written notice; provided, however, that nothing contained herein shall require Purchaser or Sellers to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging the Purchase Price Allocation.

Purchase Price Allocation. (a) As soon as practicable after Within 120 days following the date of this AgreementClosing Date, Seller HEP shall prepare and deliver to Purchaser: (i) a proposed an estimated allocation of the Assumed Liabilities by country based on an estimate Base Cash Consideration and all items properly treated as consideration for U.S. federal income Tax purposes (including capitalized costs and any liabilities treated as assumed) among the assets of the fair market values of Company and the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Company Subsidiaries in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not thereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate) and deliver written notice of any dispute a schedule setting forth such allocation (an the “Allocation Dispute NoticeSchedule”) within fifteen (15) days after receipt to Xxxxxxxx HoldCo. Xxxxxxxx HoldCo shall cooperate fully as and to the extent reasonably requested by HEP in respect of the Estimated Allocation preparation of the Initial Purchase PriceAllocation Schedule, the Estimated Allocation of the Initial Purchase Price including timely and properly preparing, executing, filing and delivering all such documents, forms and other information as HEP may reasonably request in connection therewith. Xxxxxxxx HoldCo shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the have thirty (30) day period following Seller’s receipt days from the delivery of the Allocation Dispute Notice from PurchaserSchedule by HEP to contest the allocations set forth in the Allocation Schedule by notifying HEP in writing and providing a detailed written explanation of the items contested by Xxxxxxxx HoldCo (including relevant workpapers). If Xxxxxxxx HoldCo timely contests the Allocation Schedule, HEP and Xxxxxxxx HoldCo shall cooperate in good faith to promptly resolve any disputes with respect to the Allocation Schedule. If the Parties and Xxxxxx do not agree upon a final resolution with respect are unable to resolve any disputed item in the Estimated Allocation Schedule within thirty (30) days after HEP’s receipt of Xxxxxxxx HoldCo’s contested items (or such other time period mutually agreed to by the Initial Purchase Price within Parties), such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price contest shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to determined by the Parties and Xxxxxx (Independent Accountant in accordance with the “Allocation Firm”procedures set forth in Section 2.2(c). The Allocation Firm shall be requested Schedule, as agreed to render a determination of or finally determined by the applicable dispute within fifteen Independent Accountant pursuant to the procedures in Section 2.2(c) (15) days after referral of the matter to such Allocation Firmor, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of if Xxxxxxxx HoldCo does not timely contest the Allocation Firm Schedule pursuant to this Section 6.3(j), as delivered by HEP pursuant to this Section 6.3(j)) (the “Final Allocation”) shall be final and bindingshall be binding upon the Parties, absent manifest error. Any fees payable HEP and Xxxxxxxx HoldCo shall use commercially reasonable efforts to update the Final Allocation in accordance with Section 1060 of the Code following any adjustment to the Xxxxxxxx Contribution Consideration pursuant to this Agreement, and HEP and Xxxxxxxx HoldCo shall, and shall cause their Affiliates to, report consistently with the Final Allocation, as adjusted, on all Tax Returns, and none of the Parties, nor any of their respective Affiliates, shall take any position on any Tax Return or otherwise with respect to Taxes which is inconsistent with the Final Allocation Firm except to the extent otherwise required following a “determination” that is final within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local, or non-U.S. Tax Law); provided, however, that neither Party shall be borne equally by Seller unreasonably impeded in its ability and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firmdiscretion to negotiate, as the case may be, shall be the “compromise and/or settle any Tax proceeding in connection with such Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation.

Purchase Price Allocation. (a) As soon promptly as practicable after the date of this Agreementpracticable, Seller shall prepare and deliver to Purchaser: in no event later than (i) a proposed allocation of sixty (60) days, after the Assumed Liabilities by country based on Closing Date, the Buyer shall deliver to the Companies an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) estimated schedule and (ii) ninety (90) days, after the Closing Date, the Buyer shall deliver to the Companies a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country final schedule (the “Estimated Allocation Schedule”), in each case allocating the Purchase Price (including, for purposes of this Section 3.5, any other consideration paid to the Initial Payment”Companies including the Assumed Liabilities and any indemnification or other adjustments to the Purchase Price) among the Purchased Assets, consistent with the allocation set forth on Exhibit C; provided, however, that the parties hereto agree that an amount not less than the Minimum Goodwill Allocation Amount shall be allocated to intangible assets and/or goodwill. The Allocation Schedule shall be reasonable and shall be determined in good faith by the Buyer after reasonable consultation with the Companies, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written The Companies shall have a period of ten (10) Business Days after the delivery of the Allocation Schedule (the “Response Period”) to present in writing to the Buyer notice of any dispute objections the Companies may have to the allocations set forth therein (an “Allocation Dispute Objection Notice”) ). Unless the Companies timely object, such Allocation Schedule shall be binding on the parties without further adjustment, absent manifest error. If the Companies shall raise any objections within the Response Period, the Buyer and the Companies shall negotiate in good faith and use their reasonable best efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after receipt the delivery of the Estimated Allocation of Objection Notice, then the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price disputed items shall be deemed resolved by the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day periodAccounting Firm, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price whose determination shall be deemed final and binding on the Final Allocation for all purposes hereunder when such notice is givenparties. If Purchaser delivers an Allocation Dispute Notice The Accounting Firm shall resolve the dispute within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt days after the item has been referred to it. The costs, fees and expenses of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Accounting Firm shall be borne equally by Seller the Companies and Purchaserthe Buyer. The Estimated Buyer and the Companies each agree to file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns, in accordance with the Allocation of Schedule. The Buyer and the Initial Purchase Price accepted Companies each agree to provide the other promptly with any other information required to complete Form 8594. The Allocation Schedule shall be amended upon notice by the Parties and Xxxxxx or Buyer of any required modifications thereto reasonably determined by the Allocation FirmBuyer after reasonable consultation with the Companies to be necessary related to the Indemnity Escrow Amount or upon the closing of the sale by the Companies or the Company Subsidiaries of any Delayed Transfer Properties to the Buyer. Any such amendment shall reflect allocations that are consistent with the principles set forth above in this Section 3.5, as including the allocation set forth on Exhibit C and, in the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation Delayed Transfer Properties, the allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueMinimum Goodwill Allocation Amount.

Purchase Price Allocation. For income Tax purposes, the parties agree that, in accordance with IRS Revenue Ruling 99-6 (aSituation 2), the Buyer shall be treated as acquiring the assets of the Company (the “Purchased Assets”) As soon , and the Sellers shall be treated as practicable selling their respective interests in the Company to the Buyer. Within sixty (60) days after the date determination of this AgreementFinal Closing Net Working Capital, Seller the Buyer shall prepare and deliver to Purchaser: the Sellers’ Representative a schedule allocating the Purchase Price and applicable covenants in Section 10.2 (i) a proposed allocation and any assumed liabilities of the Assumed Liabilities by country based on an estimate of the fair market values of Company) among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared for income Tax purposes in accordance with the principles of Section 1060 applicable provisions of the Code and the Treasury Regulations promulgated thereunderthereunder (the “Purchase Price Allocation Schedule”). If Purchaser does not the Sellers’ Representative disputes any amounts as shown on the Purchase Price Allocation Schedule, Sellers’ Representative shall deliver written notice of any dispute to Buyer within thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt of the Estimated Purchase Price Allocation Schedule a notice (the “Allocation Schedule Dispute Notice”) setting forth the Sellers’ Representative’s calculation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed Allocation Schedule and components thereof and describing in reasonable detail the Final Allocation of basis for the Initial Purchase Price for all purposes hereunder. Prior to the end determination of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givendifferent amount. If Purchaser delivers the Seller’s Representative does not deliver an Allocation Schedule Dispute Notice to Buyer within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation Notice provided by Buyer and the components thereof shall be deemed to be the final Purchase Price Allocation Schedule. Buyer and the Sellers’ Representative shall use commercially reasonable efforts to resolve any differences and if they are unable to resolve such differences within thirty (30) days after Buyer’s receipt of the Initial Purchase Price shall be submitted immediately to an internationally recognizedAllocation Schedule Dispute Notice, independent accounting or valuation firm reasonably acceptable to then the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Unaffiliated Firm shall be requested to render a make the final determination of the applicable dispute within fifteen (15) days after referral allocation, but only taking into account the positions of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereforparties. The Buyer and each Seller shall report, act, and file all Tax Returns and information reports consistently with the Purchase Price Allocation Schedule (as appropriately adjusted) and shall not take any position during the course of any audit or other Proceeding that is inconsistent with the Purchase Price Allocation Schedule, unless required to do so by applicable Law or a final determination of an applicable Governmental Entity. The Buyer and the Allocation Firm Seller shall be final and binding, absent manifest error. Any fees payable make appropriate adjustments to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by Allocation Schedule to reflect adjustments to the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.

Purchase Price Allocation. The Purchase Price (aplus any items to the extent properly taken into account under Section 1060 of the Code) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: be allocated among (i) a proposed allocation the Equity Interests of Valvoline International Holdings Inc. and its direct and indirect subsidiaries, in the Assumed Liabilities by country based on an estimate of aggregate (including, for this purpose, the fair market values of Dubai Entities or the Purchased Dubai Assets and(as applicable)), if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation the other assets and liabilities of the Initial Payment by country based on an estimate of Transferred Company, in the fair market values of the Purchased Assets andaggregate, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles allocation schedule set forth in Section 5.07(g) of the Seller Disclosure Letter (the “Share Allocation”). Within 90 days following Closing, Seller shall deliver to Purchaser, with respect to the amount allocated in the Share Allocation, an allocation among the assets and liabilities described in (ii) above properly treated as acquired for Tax purposes pursuant to this Agreement, in accordance with Section 1060 of the Code and consistent with the Treasury Regulations promulgated thereundermethodology set forth in Section 5.07(g) of the Seller Disclosure Letter (the “Asset Allocation”). Purchaser shall have the right to review and raise any objections in writing to the Asset Allocation during the 30-day period after receipt thereof. If Purchaser does not deliver written notice of raise any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of objections in accordance with the Estimated Allocation of the Initial Purchase Priceprocedures set forth in this Section 5.07(g), the Estimated Allocation of the Initial Purchase Price Purchaser shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to have agreed to the end of such fifteen (15) day period, Purchaser may accept Asset Allocation and the Estimated Asset Allocation of shall become the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenfinal Asset Allocation. If Purchaser delivers raises an Allocation Dispute Notice within such fifteen (15) day periodobjection in writing in accordance with the procedures set forth in this Section 5.07(g), the Parties and Xxxxxx parties shall use reasonable best efforts negotiate in good faith to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaserdispute. If the Parties parties are unable to agree on the Asset Allocation within 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Xxxxxx do not Purchaser may mutually agree upon in writing), then the Independent Expert shall be engaged to review the Asset Allocation and make a final determination resolution of any disputes with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereforAsset Allocation. The determination of the Independent Expert regarding the Asset Allocation Firm shall be final delivered as soon as practicable following the engagement of the Independent Expert, but in no event more than 60 days thereafter, and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Asset Allocation accordingly. Seller, on the one hand, and Purchaser, on the other hand, shall each pay one-half of the cost of the Independent Expert. Purchaser, on the one hand, and Seller, on the other hand, shall each cause to be filed an IRS Form 8594 with the Internal Revenue Service. Purchaser and Seller agree to (x) be bound by the Share Allocation and the Asset Allocation determined to be final by this Section 5.07(g) (the “Final Purchase Price Allocations”), (y) act in accordance with the Final Purchase Price Allocations in the preparation of and filing of all Tax Returns (including with respect to IRS Form 8594) and (z) take no position inconsistent with the Final Purchase Price Allocations for all Tax purposes unless otherwise required by applicable Law. The Estimated Allocation of parties shall, in good faith, make adjustments to the Initial Final Purchase Price accepted by Allocations as necessary to account for any adjustments to the Parties and Xxxxxx Purchase Price. In the event that any Taxing Authority disputes the Final Purchase Price Allocations, Seller or determined by the Allocation FirmPurchaser, as the case may be, shall be promptly notify the “Final Allocation other parties in writing of the Initial Purchase Price”. The Final Allocation nature of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuesuch dispute.

Purchase Price Allocation. (a) As soon as practicable No later than 60 days after the date of this AgreementClosing Date, Seller shall prepare and deliver to Purchaser: (i) Purchaser a proposed allocation of the Assumed Liabilities by country based on an estimate of Purchase Price and any other items that are treated as additional consideration for Income Tax purposes among the fair market values of the Purchased Assets andTransferred Assets, if required by applicable Law, an allocation by asset category within determined in a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”Code, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of including Section 1060 of the Code thereof, and the Treasury Regulations promulgated thereunderthereunder (“Seller’s Allocation”). If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) disagrees with Seller’s Allocation, Purchaser shall, within fifteen (15) 30 days after receipt of the Estimated Allocation of the Initial Purchase PriceSeller’s Allocation, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect deliver to Seller and Xxxxxx, in which case the Estimated a revised draft containing any changes that Purchaser proposes to be made to Seller’s Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given(“Purchaser’s Allocation”). If Purchaser delivers an Purchaser’s Allocation Dispute Notice within during such fifteen (15) day period, Seller and Purchaser shall, during the Parties 30 days following such delivery, work together in good faith to reach agreement on the disputed items or amounts. If Seller and Xxxxxx Purchaser are unable to reach such agreement, they shall use reasonable best efforts promptly thereafter submit for resolution the items remaining in dispute to resolve the Accountant and shall instruct the Accountant to (i) make a determination regarding such dispute during as promptly as practicable, and in any event within 30 days from the thirty date of submission of such dispute to the Accountant pursuant to this Section 7.1 and (30ii) day period following Sellerdeliver promptly thereafter a copy of its determination to Seller and Purchaser, together with a report setting forth each disputed item and the Accountant’s receipt determination with respect thereto. The fees and expenses of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution Accountant, with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodits engagement under this Section 7.1, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally 50% by Seller and 50% by Purchaser. The Estimated allocation, as prepared by Seller if no Purchaser’s Allocation of the Initial Purchase Price accepted by the Parties has been timely delivered, as adjusted pursuant to any agreement between Seller and Xxxxxx Purchaser or as determined by the Allocation Firm, as the case may be, Accountant pursuant to this Section 7.1 shall be the “Final Allocation” and shall be conclusive and binding on all Parties (and their Affiliates). Seller and Purchaser shall cooperate in good faith to update the Allocation to reflect any adjustments to the Purchase Price and any other items that are treated as additional consideration for Income Tax purposes. Neither Seller nor Purchaser shall (and shall cause their respective Affiliates not to) take any position inconsistent with such Allocation on any Income Tax Return or in any Income Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Initial Purchase Price”. The Final Allocation Code (or any analogous provision of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueLaw).

Purchase Price Allocation. (a) As soon promptly as practicable after the date of this AgreementClosing Date, Seller shall but no later than 120 days thereafter, Purchaser will prepare and deliver to Purchaser: (i) a proposed Sellers an allocation of schedule setting forth the Assumed Liabilities by country based on an estimate of the fair market values of amounts to be allocated among Sellers and among the Purchased Assets andof each Seller, if required by applicable Law, an allocation by asset category within a particular country pursuant to (and to the “Estimated Allocation of the Assumed Liabilities”extent necessary to comply with) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations applicable regulations promulgated thereunderthereunder (or, if applicable, any similar provision under state, local or foreign Law or regulation) (the "Proposed Allocation Statement"). Sellers will have 30 Business Days following delivery of the Proposed Allocation Statement during which to notify Purchaser in writing (an "Allocation Notice of Objection") of any objections to the Proposed Allocation Statement, setting forth in reasonable detail the basis of their objections. If Purchaser does not Sellers fail to deliver written notice an Allocation Notice of any dispute (an “Objection in accordance with this Section 10.2(a) the Proposed Allocation Dispute Notice”) within fifteen (15) days after receipt of Statement will be conclusive and binding on all Parties and will become the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the "Final Allocation Statement." If Sellers submit an Allocation Notice of Objection, then for 20 Business Days after the Initial Purchase Price for all purposes hereunder. Prior to date Purchaser receives the end Allocation Notice of such fifteen (15) day periodObjection, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall Sellers will use their reasonable best efforts to resolve agree on the allocations. Failing such dispute during agreement within 20 Business Days of such notice, the thirty (30) day period following Seller’s receipt unresolved allocations will be submitted to an independent, internationally-recognized accounting firm mutually agreeable to Purchaser and Sellers, which firm will be instructed to determine its best estimate of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a allocation schedule based on its determination of the applicable dispute within fifteen (15) days after referral unresolved allocations and provide a written description of the matter basis for its determination within 45 Business Days after submission, such written determination to be final, binding and conclusive. The fees and expenses of such Allocation Firm, which determination must accounting firm will be in writing apportioned among Sellers and must set forthPurchaser equally. For the avoidance of doubt, in reasonable detailadministering any Legal Proceeding, the basis therefor. The determination of Bankruptcy Court shall not be required to apply the Final Allocation Firm shall be final and binding, absent manifest error. Any fees payable to Statement in determining the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of manner in which the Initial Purchase Price accepted by the Parties should be allocated as between Sellers and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuetheir respective estates.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller The parties agree that Purchaser shall prepare and deliver to Purchaser: (i) a proposed preliminary allocation of the Assumed Liabilities by country based on Purchase Price (and all other capitalized costs) among the Shares of an estimate Acquired Entity which is not a disregarded entity for federal income tax purposes and among the assets of any Acquired Entity (“Purchased Assets”) to the fair market values extent that sale of such Acquired Entity is treated as sale of assets to Purchaser for tax purposes (“Tax Allocation”). The Tax Allocation among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared made in accordance with the principles of Code Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provisions of state, local or foreign law, as appropriate). If Purchaser does not shall deliver written notice of any dispute its preliminary Tax Allocation to LifePoint within one hundred twenty (an “Allocation Dispute Notice”120) within fifteen (15) days Business Days after receipt of the Estimated Allocation of the Initial Purchase PriceClosing Date, the Estimated Allocation of the Initial Purchase Price and LifePoint shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the have thirty (30) day period following Business Days after receiving the preliminary Tax Allocation (“Seller’s Review Period”) to object to the preliminary Tax Allocation. If LifePoint timely raises any such objections, Purchaser and LifePoint will attempt to resolve such objections in good faith; provided, however, that if Purchaser and LifePoint are unable to resolve such issues within thirty (30) Business Days after the end of Seller’s Review Period, then either Purchaser or LifePoint may elect, by written notice to the other, to have the objections resolved by the Selected Accounting Firm, whose decision shall be binding on the parties in the absence of manifest error. If LifePoint fails to object to the preliminary Tax Allocation within the Seller’s Review Period, then such preliminary Tax Allocation shall be deemed acceptable to LifePoint, and such preliminary Tax Allocation shall be binding upon the parties, unless Purchaser in good faith determines that adjustments are necessary and so notifies LifePoint in writing of such adjustment(s). If Purchaser notifies LifePoint of any adjustment(s), then LifePoint shall have the right to object to the adjustment(s) by giving written notice of objection to Purchaser within ten (10) Business Days after receipt of Purchaser’s notice of adjustment(s). Purchaser and LifePoint will attempt to resolve such objections in good faith within ten (10) Business Days after Purchaser receives LifePoint’s notice of objection; provided, however, that if Purchaser and LifePoint are unable to resolve such issues within ten (10) Business Days, then either Purchaser or LifePoint may elect, by written notice to the Allocation Dispute Notice from other, to have the objections resolved by the Selected Accounting Firm, whose decision shall be binding on the parties in the absence of manifest error. Thereafter, Purchaser, LifePoint, and their respective Affiliates shall report, act and file Returns (including, but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such finally determined Tax Allocation. If the Parties and Xxxxxx Neither Purchaser nor LifePoint shall take any position (whether in audits, Returns, or otherwise) that is inconsistent with such Tax Allocation, unless required to do not agree upon a final resolution so by applicable law. Prior to filing IRS Form 8594 (asset acquisition statement under Section 1060) with respect to the Estimated Allocation transactions described herein, the parties shall provide to each other a true and correct copy of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately IRS Form 8594 which each intends to an internationally recognized, independent accounting or valuation firm reasonably acceptable file with respect to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuetransactions described herein.

Purchase Price Allocation. Buyer shall prepare an allocation of the Purchase Price (a) As soon as practicable after along with the date Assumed Liabilities and any other items constituting consideration for purposes of Section 1060 of the Code), taking into account any adjustments made thereto pursuant to this Agreement, Seller shall prepare among the Assets and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) covenants and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to agreements set forth in Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared 6.5 in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local or foreign law, as appropriate). If Purchaser does not Buyer shall deliver written notice a proposal regarding such allocation to the Company within sixty (60) days after the Closing (the “Proposed Allocation”). Upon receipt of any dispute (an “Allocation Dispute Notice”) the Proposed Allocation, the Company shall deliver to Buyer within fifteen (15) days after receipt a written notice (the “Company Response”) which shall specify either that the Company agrees with the Proposed Allocation as final or else which portion(s) of the Estimated Proposed Allocation of the Initial Purchase Price, Company does not agree with in its good faith determination; provided that if the Estimated Allocation of the Initial Purchase Price Company shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice not respond within such fifteen (15) day period, it will be deemed to have consented to the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s Proposed Allocation as final. Upon receipt of the Allocation Dispute Notice from Purchaser. If Company Response, if any, Buyer and the Parties and Xxxxxx do not agree upon a final resolution with respect Company shall in good faith attempt to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately come to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute agreement over any disputes within fifteen (15) days after referral following Buyer’s receipt of the Company Response. If Buyer and the Company cannot come to an agreement within such period, the matter shall be referred to Deloitte & Touche LLP, which firm shall make a final determination as to the proper allocation within fifteen (15) days of submission of the matter to such Allocation Firm, which determination must firm. The final allocation to be in writing delivered pursuant to the terms of this Section 2.2 shall be binding upon the Company and must set forth, in reasonable detailBuyer for all purposes. In the event an adjustment to the Purchase Price (or any item constituting consideration for purposes of Section 1060 of the Code) is made pursuant to this Agreement, the basis therefor. The determination final allocation of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination revised accordingly by Buyer and delivered to the Company as soon as reasonably practicable. Buyer, the Company and each of fair market valuetheir respective Affiliates shall take all actions and properly and timely file all Tax Returns (including, but not limited to IRS Form 8594 (Asset Acquisition Statement)) consistent with such allocation and shall not take any action inconsistent therewith. The Company and its Affiliates shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare such allocation.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) No later than 120 days after the Purchase Price is finally determined hereunder pursuant to Section 2.04, Buyer will deliver to Seller a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Purchase Price (the “Estimated Allocation of the Assumed Liabilities”as adjusted to take into account any payment pursuant to Section 2.04) and other amounts treated as consideration for federal income (iiand other applicable) a proposed Tax purposes, which allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together will be consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably Transaction Tax Treatment and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall will be prepared in accordance a manner consistent with the principles of Section Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (the “Buyer’s Draft Allocation”). If Purchaser does not Seller disagrees with Buyer’s Draft Allocation, Seller may, within 30 days after delivery of Buyer’s Draft Allocation, deliver written a notice of any dispute (an “Seller’s Allocation Dispute Notice”) within fifteen (15) days after receipt to Buyer to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final (and other relevant amounts). If Seller’s Allocation of the Initial Purchase Price for all purposes hereunder. Prior Notice is delivered to the end of Buyer within such fifteen (15) 30 day period, Purchaser may accept Seller and Buyer will, during the Estimated Allocation 20 days following such delivery, negotiate in good faith to reach agreement on the disputed items or amounts in order to determine the allocation of the Initial Purchase Price by delivering written notice to that effect to (and other relevant amounts). If Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when Buyer are unable to reach such notice is given. If Purchaser delivers an Allocation Dispute Notice agreement within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) 20 day period, then the Estimated parties will submit Buyer’s Draft Allocation and Seller’s Allocation Notice to the Accounting Firm to resolve all disputed items. Buyer will bear all fees, costs, expenses and other charges payable in connection with the Accounting Firm’s services to resolve such disputes. The allocation of the Initial Purchase Price shall be submitted immediately (and other relevant amounts) as prepared by Buyer (if no Seller’s Allocation Notice has been timely delivered), as adjusted pursuant to an internationally recognizedany agreement reached by Seller and Buyer, independent accounting if any, or valuation firm reasonably acceptable to as determined by the Parties and Xxxxxx Accounting Firm (the “Allocation FirmPurchase Price Allocation”), will be conclusive and binding on all parties. The Purchase Price Allocation Firm shall will be requested adjusted, as necessary, to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable reflect any subsequent payments treated as adjustments to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueunder this Agreement.

Purchase Price Allocation. The parties agree that the Purchase Price (a) As soon including any Assumed Liabilities that are treated as practicable after consideration for the date Assets for federal income tax purposes), as adjusted hereunder, and all other amounts constituting consideration within the meaning of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation Section 1060 of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets andCode, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be allocated among the Assets in the manner as set forth on Schedule 10.17, which schedule has been prepared in accordance a manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunderthereunder (the “Consideration Allocation”). If Purchaser does not deliver written notice Seller and Buyer agree to (i) be bound by the Consideration Allocation, (ii) act in accordance with the Consideration Allocation in the preparation and the filing of all Tax Returns (including, without limitation, filing Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any dispute Tax audit, Tax review or Tax litigation relating thereto and (an iii) take no position and cause their Affiliates to take no position inconsistent with the Consideration Allocation for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to a “Allocation Dispute Notice”determination” within the meaning of Section 1313(a) within of the Code. Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver a draft of its IRS Form 8594, completed in a manner consistent with the Consideration Allocation, to Seller. Seller shall have fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Pricethereafter to review and raise any objections with respect to such form. If Seller raises any such objections, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price parties shall, for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties days thereafter, exercise good faith efforts to resolve those objections and Xxxxxx if unable to do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price so within such fifteen (15) 30-day period, then the Estimated Allocation of the Initial Purchase Price parties shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of submit the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereforAccountants for resolution. The determination of fees charged by the Allocation Firm Accountants shall be final and binding, absent manifest error. Any fees payable paid by the parties in proportion to the Allocation Firm shall be borne equally by Seller and PurchaserAccountants’ findings of relative error on disputed matters. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueCERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

Purchase Price Allocation. Within thirty (a30) As soon as practicable after days of the date final determination of this Agreementthe Cash Purchase Price pursuant to Section 1.4, Seller the Buyer shall prepare and deliver to Purchaser: (i) a proposed Sellers’ Representative an allocation of the Assumed Liabilities by country based on an estimate Cash Purchase Price (and the relevant liabilities of the fair market values Company and Affinity GA and any other relevant items) among the assets of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Company in accordance with the principles Sections 338, 1060, 751 and 755 of the Code and the applicable Treasury Regulations thereunder (“Proposed Purchase Price Allocation”). If the Sellers’ Representative disagrees with the Proposed Purchase Price Allocation and provides written notice of such disagreement to the Buyer within thirty (30) days after receipt of such Proposed Purchase Price Allocation, the disagreement, if it cannot be resolved by the parties, shall be submitted, no later than thirty (30) days after the end of such thirty (30)-day period, to the CPA Firm in accordance with the procedure set forth in Section 1.4(d). The allocation agreed upon by the parties or the CPA Firm, or, if no notice of the Sellers’ Representative’s disagreement is provided to the Buyer, the allocation set forth in the Proposed Purchase Price Allocation, shall be the “Purchase Price Allocation.” The parties hereto agree that such amounts will be adjusted in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder as a result of any adjustments to the Purchase Price pursuant to Article II hereof or any other provision of this Agreement (such valuation, the “Agreed Asset Valuation”). If Purchaser does not deliver written notice there is an adjustment to the Purchase Price following the determination of any dispute the Purchase Price Allocation, the Buyer shall prepare a statement setting forth a revised allocation, adjusted to take into account such adjustment to the Purchase Price (an the “Allocation Dispute NoticeRevised Purchase Price Allocation”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial and shall submit such Revised Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice Sellers’ Representative within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt days of the occurrence of the event resulting in the adjustment to the Purchase Price. Any dispute or disagreement between the Buyer and the Sellers’ Representative regarding such Revised Purchase Price Allocation Dispute Notice from Purchasershall be resolved in accordance with the procedures and timing requirements set forth above regarding the Proposed Purchase Price Allocation. If Buyer and the Parties Sellers shall file all Tax Returns consistently with the Purchase Price Allocation and Xxxxxx do shall not agree upon take any position during the course of any audit or other proceeding relating to Taxes that is inconsistent with the Purchase Price Allocation, unless required by a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the an applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueGovernmental Entity.

Purchase Price Allocation. (a) As soon The Purchase Price pursuant to Section 2.04 shall be payable as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaserfollows: (i) a proposed allocation portion of the Assumed Liabilities by country based on an estimate of Purchase Price shall be paid with respect to Transferred Assets relating to the fair market values of the Purchased Assets andPR Business, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation portion of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared paid with respect to blu Brand Business, and (iii) the remainder of the Purchase Price shall be paid with respect to the remaining Transferred Assets, which, for clarity, relates to the Acquired Tobacco Cigarette Brands and related operating assets. Consistent with the foregoing allocation of Purchase Price, the respective portions of the Purchase Price will be allocated among the Transferred Assets for all U.S. Tax purposes in accordance with Section 1060(a) of the Code. The Acquiror will deliver a draft Purchase Price allocation schedule (the “Allocation”) and draft IRS Forms 8594 consistent with the Allocation to RAI within 180 days after the Closing Date for RAI’s review, which Allocation shall be binding on the Acquiror, any applicable Affiliate of the Acquiror and the Sellers if RAI does not object to the Allocation within 30 days after receiving the Allocation. If RAI notifies the Acquiror in writing within 30 days after receiving the Allocation that RAI objects to one or more items reflected in the Allocation (the “Objections Notice”), the Acquiror and RAI will negotiate in good faith to resolve such dispute. If the Acquiror and RAI fail to agree within 15 days after the delivery of the Objections Notice, then they shall mutually agree upon a firm of independent nationally recognized accountants, and, if the Acquiror and RAI cannot mutually agree on a firm, then each of the Acquiror and RAI shall nominate a firm of independent nationally recognized accountants, and such two firms shall in turn choose a firm of independent nationally recognized accountants (as finally determined, the “Accounting Referee”), and the disputed items shall be resolved by the Accounting Referee, whose determination shall be final and binding on all Parties. The Accounting Referee shall resolve the dispute within 30 days after the item has been referred to it. The costs, fees and expenses of the Accounting Referee shall be borne 50% by RAI and 50% by the Acquiror. The Acquiror, any applicable Affiliate of the Acquiror and the Sellers shall file all U.S. Tax Returns (if required, including Form 8594) in accordance with the principles of Section 1060 of the Code agreed Allocation, and the Treasury Regulations promulgated thereunder. If Purchaser does unless otherwise required by law shall not deliver written notice of take any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price position inconsistent therewith for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueany U.S. Tax purpose.

Purchase Price Allocation. The Buyer and the Seller agree that the purchase of the Interests shall be treated as an asset purchase for federal income Tax purposes and for Tax purposes of any other jurisdiction when Applicable Law so provides. Not later than sixty (a60) As soon as practicable after days following the date of this AgreementClosing Date, Seller the Buyer shall prepare or cause to be prepared and deliver shall provide to Purchaser: (i) the Seller a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country statement (the “Estimated Allocation Statement”) allocating among the Assets of the Assumed Liabilities”) and Company the Purchase Price (ii) a proposed allocation including, without limitation, all Liabilities of the Initial Payment Company assumed by country based on an estimate Buyer hereunder) for the Assets of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”)Company as set forth in this Agreement. Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price Such statement shall be prepared in accordance with the principles provisions of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice Within ten (10) days after the receipt of such Allocation Statement, the Seller will propose to the Buyer in writing any dispute reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (an “and in the event that no such changes are proposed in writing to the Buyer within such time period, the Seller will be deemed to have agreed to, and accepted, the Allocation Dispute Notice”) Statement). The Buyer and the Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement, in accordance with requirements of Section 1060 of the Code, within fifteen (15) days after the Buyer’s receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering a timely written notice to that effect to Seller and Xxxxxx, in which case of objection from the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenSeller. If Purchaser delivers an Allocation Dispute Notice the Buyer and the Seller are unable to resolve such differences within such fifteen (15) day time period, the Parties Outside Accountants will be selected in the manner provided in Section 2.4(c)(ii) hereof and Xxxxxx shall use reasonable best efforts any remaining disputed matters will be submitted to resolve such dispute during the thirty (30) day period following Seller’s receipt Outside Accountants for resolution, in accordance with the requirements of Section 1060 of the Allocation Dispute Notice from PurchaserCode. If the Parties and Xxxxxx do Promptly, but not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within later than fifteen (15) days after referral such matters are submitted to it for resolution hereunder, the Outside Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the matter to such Allocation FirmPurchase Price (together with any Liabilities of the Company assumed by the Buyer), which determination must report shall be in writing conclusive and must set forth, in reasonable detail, binding upon the basis thereforparties. The determination fees and expenses of the Allocation Firm Outside Accountants in respect of such report shall be final paid one-half by the Buyer and bindingone-half by the Seller. The Buyer and the Seller shall each file or cause to be filed IRS Form 8594 for its taxable year that includes the Closing Date in a manner consistent with the allocation set forth on the Allocation Statement as so finalized, absent manifest errorand (except as set forth below relating to a revised Allocation Statement) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the Allocation Statement. Any fees payable In the event that any adjustment is required to be made to the Allocation Firm Statement as a result of the payment of any additional purchase price for the Assets of the Company or otherwise, the Buyer shall prepare or cause to be prepared, and shall provide to the Seller, a revised Allocation Statement reflecting such adjustment. Such revised Allocation Statement shall be borne equally by Seller subject to review and Purchaserresolution of timely raised disputes in the same manner as the initial Allocation Statement. The Estimated Allocation Each of the Initial Purchase Price accepted Buyer and the 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 Parties and Xxxxxx course of any Tax audit, review, or determined by litigation inconsistent with the allocation provided in the revised Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueStatement.

Purchase Price Allocation. (a) As soon as practicable Not later than 120 days after the date of this AgreementClosing Date, Seller the Buyer shall prepare and deliver to Purchaser: the Seller a copy of Form 8594 (iif such a form is required) a proposed allocation and any required exhibits thereto (the “Asset Acquisition Statement”) allocating the Purchase Price among the Purchased Assets, along with all reasonable supporting documentation and calculations. The Seller shall have the right to deliver to the Buyer, in good faith, reasonably detailed written comments, adjustments and objections to the Asset Acquisition Statement within thirty (30) days of the Assumed Liabilities by country based on an estimate Seller’s receipt thereof. The Buyer and the Seller shall work in good faith to mutually agree to finalize the Asset Acquisition Statement. The Buyer shall prepare and deliver to the Seller from time to time revised copies of the fair market values Asset Acquisition Statement (the “Revised Statements”) along with all reasonable supporting documentation, so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any). The Seller shall have the right to deliver to the Buyer, in good faith, NAI-1502700397v12 reasonably detailed written comments, adjustments and objections to any Revised Statement within twenty (20) days of the Seller’s receipt thereof. The Buyer and the Seller shall work in good faith to mutually agree to finalize each Revised Statement. The Purchase Price paid by the Buyer for the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared allocated in accordance with the principles of Section 1060 of Asset Acquisition Statement or, if applicable, the Code last Revised Statement, provided by the Buyer to the Seller, and all income Tax Returns and reports filed by the Buyer and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price Seller shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of prepared consistently with such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueallocation.

Purchase Price Allocation. (a) As soon as practicable after Within five (5) days following the date of this AgreementAuction Date and prior to the Closing Date, Seller Purchaser shall prepare and deliver to Purchaser: (i) the Sellers a proposed schedule setting forth the allocation of the Assumed Liabilities by country based on an estimate of the fair market values of Purchase Price among the Purchased Assets andof each Seller, if required by applicable Law, an allocation by asset category within a particular country pursuant to (and to the “Estimated Allocation of the Assumed Liabilities”extent necessary to comply with) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations applicable regulations promulgated thereunderthereunder (or any similar provision under applicable Law) (the “Proposed -83- Allocation Statement”) for the Sellers’ approval, such approval not to be unreasonably withheld, conditioned or delayed. If The Sellers shall have five (5) days following the delivery of the Proposed Allocation Statement during which to notify Purchaser does not deliver written notice of any dispute in writing (an “Allocation Dispute NoticeNotice of Objection”) within fifteen of any objections to the Proposed Allocation Statement, setting forth in reasonable detail the basis of their objections. If the Sellers fail to deliver an Allocation Notice of Objection in accordance with this Section 10.2(a), the Proposed Allocation Statement shall be conclusive and binding on the parties and shall become the “Final Allocation Statement.” If the Sellers submit an Allocation Notice of Objection, Purchaser and the Sellers shall use their commercially reasonable efforts to agree on the allocation of the Purchase Price among the Sellers and the Purchased Assets of each Seller as promptly as practicable following receipt of such Allocation Notice of Objection, but in any event no later than five (155) days after following receipt of the Estimated such Allocation Notice of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenObjection. If Purchaser delivers the parties are unable to agree on an Allocation Dispute Notice allocation within such fifteen five (155) day day-period, the Parties and Xxxxxx shall use reasonable best efforts Proposed Allocation Statement, as amended to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect reflect those changes agreed to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may beparties during such five (5) day-period, shall be the “Final Allocation Statement. The portion of the Initial Purchase Price”Price allocated to each Purchased Asset pursuant to the Final Allocation Statement is referred to herein as the “Allocated Value” of such Purchased Asset. (b) The Sellers and Purchaser and their respective Affiliates shall report and file Tax Returns (including, but not limited to, IRS Form 8594 (if required under applicable Law) in all respects and for all purposes consistent with such allocation as determined pursuant to this Section 10.2. Neither the Sellers nor Purchaser shall take any position (whether in audits, tax returns, or otherwise) that is inconsistent with such allocation unless required to do so by applicable Law. The Final Allocation requirements of this Section 10.2(b) are subject to the Initial Purchase Price shall be done at arm’s length based upon a good faith determination provisions of fair market value.Section 8.12. 10.3

Purchase Price Allocation. (a) As soon as practicable Within 120 days after the date of this AgreementClosing ------------------------- Date, Seller Buyer shall prepare and deliver provide to Purchaser: (i) Royal Hospitality a proposed allocation of the Assumed Liabilities by country based on an estimate Purchase Price (as adjusted pursuant to Section 1.3) among the assets of the fair market values of the Purchased Assets andCompany and Surgi-Pack, if required by applicable Law, an which allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared reasonable and in accordance with the principles of Code Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (the "Allocation Statement"). Following the delivery of the Allocation Statement to Royal Hospitality, Buyer shall afford a representative of Royal Hospitality the opportunity to examine the underlying records and workpapers related to the Allocation Statement, in each case as is reasonably necessary and appropriate. Buyer shall cooperate with the Royal Hospitality representative in such examination and shall make available to such representative any records under Buyer's reasonable control requested by Royal Hospitality related to the Allocation Statement. Within 30 days following Buyer's provision of the Allocation Statement to Royal Hospitality, Royal Hospitality shall have the right to object to any portion of the Allocation Statement (by written notice to Buyer), and if Royal Hospitality objects, it shall notify Buyer (in such written notice) of such disputed item (or items) and the basis for its objection. If Purchaser Royal Hospitality does not deliver object by written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Pricesuch period, the Estimated Allocation of the Initial Purchase Price Statement shall be deemed the Final Allocation of the Initial Purchase Price to have been accepted and agreed upon, and final and conclusive, for all purposes hereunderof this Agreement. Prior Royal Hospitality and Buyer shall act in good faith to resolve any such dispute prior to the end of such fifteen (15) day perioddate on which Form 8594 is required to be filed with the appropriate Tax authority. If Royal Hospitality and Buyer cannot resolve any disputed item, Purchaser may accept the Estimated Allocation item in question shall be resolved by the Accounting Firm as promptly as practicable. The fees and expenses of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price Accounting Firm shall be deemed the Final Allocation for all purposes hereunder when such notice is givenapportioned and paid equally by Royal Hospitality and Buyer. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution Except with respect to any subsequent adjustments to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then which shall be allocated using the Estimated Allocation of mechanism for allocating the Initial Purchase Price in this Section 1.4), Royal Hospitality and Buyer and their respective affiliates (i) shall be submitted immediately bound by the determinations and the Allocation Statement determined pursuant to an internationally recognizedthis Section 1.4 consistent therewith for purposes of determining any Taxes, independent accounting (ii) shall prepare and file all Returns required to be filed with any Tax authority in a manner consistent with the Allocation Statement and (iii) shall take no position inconsistent with the Allocation Statement in any Return, any proceeding before any Tax authority or valuation firm reasonably acceptable otherwise (in each case, unless required to do otherwise pursuant to a "determination" as defined in Code Section 1313). In the event the Allocation Statement is disputed by any Tax authority, the person receiving notice of such dispute shall promptly notify and consult with the other parties concerning resolution of such dispute. Each of Royal Hospitality, the Company, Surgi-Pack and Buyer shall cooperate in the preparation and timely filing of Form 8594 and any comparable state or local forms or reports and, to the Parties and Xxxxxx extent permissible by or required by law, any corrections, amendments or supplements (the “Allocation Firm”). The Allocation Firm shall be requested to render or additional forms or reports) thereto (including any supplements, amendments, forms or reports arising as a determination result of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable any adjustments to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value).

Purchase Price Allocation. (a) As soon as practicable after Within sixty (60) days of the date determination of this Agreementthe Final Adjustment Amount, Seller Buyer shall prepare and deliver to Purchaser: (i) Contributor Representative a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country draft schedule (the “Estimated Allocation Schedule”) allocating the Final Purchase Price (and any liabilities considered assumed by Buyer that are treated as purchase consideration for Tax purposes) among the assets and properties of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Contributed Companies in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. The Allocation Schedule shall be consistent with the Distribution Schedule. If Purchaser does not Contributor Representative has any objections to the Allocation Schedule, then Contributor Representative shall deliver written notice of any dispute to Buyer a statement setting forth such objections (an the “Allocation Dispute NoticeObjections Statement”) within fifteen fourteen (1514) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx Schedule (the “Allocation FirmReview Period”). The Allocation Firm Objections Statement must describe in reasonable detail the items contained in the Allocation Schedule that Contributor Representative disputes and the basis for such dispute. To the extent any items are not disputed in the Allocation Objections Statement they will be deemed to have been accepted by Contributor Representative. If an Allocations Objection Statement is not delivered to Buyer within the Allocation Review Period, then the Allocation Schedule shall be requested final, conclusive, and binding on the Parties and shall not be subject to render judicial, arbitral or any other form of review. If an Allocation Objections Statement is delivered to Buyer within the Allocation Review Period, then Buyer and Contributor Representative shall negotiate in good faith to resolve any such objections. If Buyer and Contributor Representative do not reach a determination of the applicable dispute final resolution within fifteen fourteen (1514) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination delivery of the Allocation Objections Statement, then Buyer and Contributor Representative shall submit such dispute to the Accounting Firm which, acting as an expert and not an arbitrator, shall be final and binding, absent manifest error. Any fees payable resolve the items in dispute with respect to the Allocation Schedule. The Accounting Firm shall only decide the specific items under dispute by the Parties. Buyer and Contributor Representative shall use their respective commercially reasonable efforts to cause the Accounting Firm to resolve all disagreements as soon as practicable. The resolution of the dispute by the Accounting Firm, or any written agreement of Buyer and Contributor Representative as to the resolution of the dispute, shall be final, conclusive, and binding on the Parties and shall not be subject to judicial, arbitral or any other form of review. The fees, costs and expenses of the Accounting Firm shall be borne equally pro rata as between Contributor Representative, on the one hand, and Buyer, on the other hand, in proportion to the final allocation made by Seller the Accounting Firm of the disputed items weighted in relation to the claims made by Contributor Representative, on the one hand, and PurchaserBuyer, on the other hand, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. The Estimated Allocation of Parties agree that the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by procedure set forth in this Section 7.6 for resolving disputes with respect to the Allocation Firm, as the case may be, Schedule shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuesole and exclusive remedy for resolving such disputes.

Purchase Price Allocation. The Seller and the Buyer agree that the Purchase Price (aand any assumed liabilities, as determined for Tax purposes) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of will be allocated among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, any non-competition and together non-solicitation agreements entered into in connection with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared transactions contemplated by this Agreement for all Tax purposes in accordance a manner consistent with the principles of Section section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) No later than 90 days after receipt the Closing Date, the Buyer shall prepare and deliver to the Seller for the Seller’s review and approval, a copy of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller Form 8594 and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx any required exhibits thereto (the “Allocation FirmAsset Acquisition Statement”) allocating the Purchase Price (and any assumed liabilities, as determined for Tax purposes) among the Purchased Assets. The Buyer shall prepare and deliver to the Seller, for the Seller’s review and approval, revised copies of the Asset Acquisition Statement (the “Revised Statements”) so as to reflect any matters on the Asset Acquisition Statement that need updating (including any adjustments to the Purchase Price pursuant to Section 2.8). The Allocation Firm shall be requested to render a determination Within 30 days of delivery of the applicable dispute within fifteen (15) days after referral of Asset Acquisition Statement or the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation FirmRevised Statements, as the case may be, the Seller shall review such statements; and if the Seller agrees on the allocation of the Purchase Price, as adjusted by Section 2.8 (and any assumed liabilities, as determined for Tax purposes) (which shall be evidenced by an Asset Acquisition Statement or the “Final Allocation Revised Statements signed by each of the Initial Purchase Price”Buyer and the Seller), the Seller, the Buyer and their respective Affiliates, shall file all Tax Returns and information reports in a manner consistent with such agreed allocation and shall take no position inconsistent therewith. The Final Allocation In the event that the Seller and the Buyer are unable to agree on such allocation within 30 days after the delivery of the Initial Asset Acquisition Statement or the Revised Statements, as the case may be, the parties shall negotiate in good faith to reach agreement. In the event that the parties cannot agree on the allocation as set forth in such Asset Acquisition Statement or Revised Statements then none of the Buyer, the Seller or any of their Affiliates shall be required pursuant hereto to file any Tax Returns or information reports or otherwise take any positions consistent with such allocation. In the event that the Buyer and the Seller are unable to agree on the allocation of the Purchase Price shall be done at arm’s length based upon (as adjusted by Section 2.8), then each party will in any event file a good faith determination of fair market valueForm 8594.

Purchase Price Allocation. The Purchase Price (aplus any items to the extent properly taken into account under Section 1060 of the Code) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: be allocated among (i) a proposed allocation the Equity Interests of Valvoline International Holdings Inc. and its direct and indirect subsidiaries, in the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets andaggregate, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation the other assets and liabilities of the Initial Payment by country based on an estimate of Transferred Company, in the fair market values of the Purchased Assets andaggregate, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles allocation schedule set forth in Section 5.07(g) of the Seller Disclosure Letter (the “Share Allocation”). Within 90 days following Closing, Seller shall deliver to Purchaser, with respect to the amount allocated in the Share Allocation, an allocation among the assets and liabilities described in (ii) above properly treated as acquired for Tax purposes pursuant to this Agreement, in accordance with Section 1060 of the Code and consistent with the Treasury Regulations promulgated thereundermethodology set forth in Section 5.07(g) of the Seller Disclosure Letter (the “Asset Allocation”). Purchaser shall have the right to review and raise any objections in writing to the Asset Allocation during the 30-day period after receipt thereof. If Purchaser does not deliver written notice of raise any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of objections in accordance with the Estimated Allocation of the Initial Purchase Priceprocedures set forth in this Section 5.07(g), the Estimated Allocation of the Initial Purchase Price Purchaser shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to have agreed to the end of such fifteen (15) day period, Purchaser may accept Asset Allocation and the Estimated Asset Allocation of shall become the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenfinal Asset Allocation. If Purchaser delivers raises an Allocation Dispute Notice within such fifteen (15) day periodobjection in writing in accordance with the procedures set forth in this Section 5.07(g), the Parties and Xxxxxx parties shall use reasonable best efforts negotiate in good faith to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaserdispute. If the Parties parties are unable to agree on the Asset Allocation within 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Xxxxxx do not Purchaser may mutually agree upon in writing), then the Independent Expert shall be engaged to review the Asset Allocation and make a final determination resolution of any disputes with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereforAsset Allocation. The determination of the Independent Expert regarding the Asset Allocation Firm shall be final delivered as soon as practicable following the engagement of the Independent Expert, but in no event more than 60 days thereafter, and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Asset Allocation accordingly. Seller, on the one hand, and Purchaser, on the other hand, shall each pay one-half of the cost of the Independent Expert. Purchaser, on the one hand, and Seller, on the other hand, shall each cause to be filed an IRS Form 8594 with the Internal Revenue Service. Purchaser and Seller agree to (x) be bound by the Share Allocation and the Asset Allocation determined to be final by this Section 5.07(g) (the “Final Purchase Price Allocations”), (y) act in accordance with the Final Purchase Price Allocations in the preparation of and filing of all Tax Returns (including with respect to IRS Form 8594) and (z) take no position inconsistent with the Final Purchase Price Allocations for all Tax purposes unless otherwise required by applicable Law. The Estimated Allocation of parties shall, in good faith, make adjustments to the Initial Final Purchase Price accepted by Allocations as necessary to account for any adjustments to the Parties and Xxxxxx Purchase Price. In the event that any Taxing Authority disputes the Final Purchase Price Allocations, Seller or determined by the Allocation FirmPurchaser, as the case may be, shall be promptly notify the “Final Allocation other parties in writing of the Initial Purchase Price”. The Final Allocation nature of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuesuch dispute.

Purchase Price Allocation. The Stock Consideration and the Cash Consideration (athe “Allocable Purchase Price”) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation plus any liabilities of the Assumed Liabilities Company that are considered to be an increase to the Purchase Price for federal income tax purposes) shall be allocated among the assets of the Company (other than the Comfort Products Contributed Assets) for federal income tax purposes, in the manner agreed to by country Seller and Buyer, based on an estimate of the fair market values value of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country such assets. No later than one hundred twenty (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15120) days after receipt of the Estimated Allocation of Closing Date or, if pursuant to Section 1.07(b) the Initial Purchase Price, Receiving Party submits a Receiving Party’s Report and the Estimated Allocation of Preparing Party and the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts Receiving Party are unable to resolve the disagreement set forth on such dispute during report within the Reconciliation Period, then within thirty (30) day period days following Seller’s the date of the determination by the Settlement Accountants pursuant to Section 1.07(b), Buyer shall deliver to Seller an allocation of the Allocable Purchase Price among the assets of the Company (other than the Comfort Products Contributed Assets), which allocation shall be reasonable, based on fair market values, consistent with the Code (including Code Section 1060) (the “Proposed Allocation”). Seller will review such Proposed Allocation and if, within ninety (90) days after the receipt of such Proposed Allocation, Seller has not informed Buyer of any disagreement with the content of the Proposed Allocation, the Proposed Allocation Dispute Notice from Purchasershall become the Final Allocation. If Seller disagrees with the content of the Proposed Allocation, Seller will inform Buyer of such disagreement within such ninety (90) day period. Buyer and Seller shall negotiate in good faith to resolve any such dispute. If the Parties and Xxxxxx do not fail to agree on such allocation before the date that is thirty (30) days following the receipt of Seller’s notice of disagreement, such allocation shall be determined, within a reasonable time by a nationally recognized firm of independent certified public accountants mutually selected by the Parties. If the Parties are unable to agree upon a final resolution with respect nationally recognized firm of independent certified public accountants, then within seven (7) days after the thirtieth (30 th) day following the receipt of Seller’s notice of disagreement, either Buyer or Seller may request the AAA to appoint a nationally recognized firm of independent certified public accountants to perform the Estimated Allocation services required under this Section 1.08(b). The allocation of the Initial Purchase Price within such fifteen (15) day periodPrice, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to as agreed upon by the Parties and Xxxxxx or determined by a firm of accountants under this Section 1.08(b), (the “Allocation FirmFinal Allocation”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and bindingbinding upon the Parties. Each of Seller and Buyer shall bear all fees and costs incurred by it in connection with the determination of the allocation of the Purchase Price, absent manifest errorexcept that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Any fees payable Notwithstanding anything herein to the contrary in this Section 1.08(b), the Final Allocation Firm shall be borne equally by Seller and Purchaserconsistent with the allocation of the acquisition price among the assets of the Company under GAAP for financial reporting purposes, except to the extent such allocation under GAAP is not based on the fair market value of such assets. The Estimated Allocation Parties agree to file (or cause to be filed) all statements of adjustments and other Tax Returns (including amended Tax Returns and claims for refund) in a manner consistent with the Final Allocation, subject to adjustments to correlate with any adjustments to the Purchase Price provided for in this Agreement, and except as otherwise required by a determination within the meaning of Section 1313 of the Initial Purchase Price accepted Code (or any comparable provision of state, local or foreign law) (a “Determination”). Except as otherwise required by a Determination, the Parties and Xxxxxx or determined by agree to refrain from taking any position that is inconsistent with the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueand agree to use their commercially reasonable efforts to sustain such allocation in any subsequent Tax audit or Tax dispute.

Purchase Price Allocation. (a) As soon as practicable Not later than 60 days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser: Seller drafts of Form 8594 and any required exhibits thereto (the “Asset Acquisition Statement”) allocating the Purchase Price among the 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) for Seller’s review and comment. Not later than 90 days after the Closing Date, Purchaser shall deliver to Seller copies of the Asset Acquisition Statement, reflecting such comments received from Seller that Purchaser considered in good faith, and in its reasonable discretion chooses to incorporate. Purchaser shall prepare and deliver to Seller 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). The Purchase Price paid by Purchaser for the Purchased Assets, and Assumed Liabilities (to the extent included in the amount realized for federal income tax purposes), shall be allocated in accordance with the Asset Acquisition Statement or, if applicable, the last Revised Statements, provided by Purchaser to Seller, and all income Tax Returns and reports filed by Purchaser and Seller shall be prepared consistently with such allocation; provided, that (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of Purchaser’s reported cost for the Purchased Assets andmay be greater than the amount allocated hereunder to reflect Purchaser’s acquisition costs not included in the total amount so allocated, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation Seller’s reported amount realized may be less than the amount allocated hereunder to reflect Seller’s costs that reduce the amount realized. For purposes of the Initial Payment by country based on an estimate of the fair market values of this Section 2.8, the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (include the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject covenant not to compete as set forth in Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value7.7.

Purchase Price Allocation. Within 90 days following the Closing Date, the Purchaser shall cause to be prepared by KPMG and delivered to the Seller Representative a schedule allocating the Purchase Price (aand all other amounts treated as consideration for federal income Tax purposes) As soon as practicable after attributable to the date purchase of this AgreementEquity Interests in the Company and the Pxxxxxxx Interests among the assets of the Company (including the covenants not-to-compete contained in Section 8.08(b)) for purposes of determining the allocation under Section 755 of the Code and the tax basis adjustments under Section 743 of the Code (the “Purchase Price Allocation”). During the 90 day period that the Purchase Price Allocation is being determined by KPMG, the Seller Representative shall prepare and deliver to Purchaser: have (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) access to KPMG and (ii) a proposed allocation of the Initial Payment by country based on an estimate of right to participate in the fair market values of process in which the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Purchase Price Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Priceis determined. The Estimated Allocation of the Initial Purchase Price Allocation shall be reasonable and shall be prepared in accordance with the principles of Section 1060 751 of the Code and the Treasury Regulations promulgated thereunderCode. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial The Purchase Price Allocation shall be deemed to be accepted by, and shall be conclusive and binding on, the Final Allocation of Sellers except to the Initial extent that the Seller Representative shall have delivered, within 30 days after the date on which the Purchase Price for all purposes hereunder. Prior Allocation is delivered to the end of such fifteen (15) day periodSeller Representative, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering a written notice to the Purchaser stating each and every item to which the Sellers take exception (it being understood that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do any amounts not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm disputed shall be final and binding). If a change proposed by the Seller Representative is disputed by the Purchaser, absent manifest errorthen the Purchaser and the Seller Representative shall negotiate in good faith to resolve such dispute. Any fees payable If, after a period of 30 days following the date on which the Seller Representative gives the Purchaser notice of any such proposed change, any such proposed change still remains disputed, then (i) to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation extent that such change relates to the portion of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall that is required to be the “Final Allocation reported on IRS Form 8308 in respect of the Initial Purchase Price”. The Section 751(a) exchange (as defined on such form), the Seller Representative and the Purchaser shall promptly refer their differences with respect to the applicable allocations to the Final Allocation Arbiter to be resolved in accordance with procedures substantially similar to those set forth in Section 1.04(d) and (ii) with respect to all changes other than those described in the preceding clause (i), the Seller Representative and the Purchaser shall each be entitled to adopt their own positions regarding the allocation of the Initial Purchase Price among the assets of the Company for applicable Tax purposes. If the Purchase Price Allocation is mutually agreed to (or deemed accepted) pursuant to the foregoing provisions of this Section 9.09, then the parties and their Affiliates shall be done at arm’s length based upon file all Tax Returns in a good faith determination of fair market valuemanner consistent with the Purchase Price Allocation.

Purchase Price Allocation. The Purchase Price as finally adjusted pursuant to Section 2.6, and without including the Option Price, is referred to herein as the “Final Purchase Price.” No later than three (3) days prior to the Closing Date, Buyer and Seller shall: (a) As soon mutually agree on the manner in which the Purchase Price (based on the Estimated Net Working Capital Amount) plus other amounts treated as practicable after consideration for federal income tax purposes will be allocated among the date Purchased Assets and the covenants described in Section 8.1 in a manner consistent with Section 1060 of this Agreement, Seller shall prepare the Code; and deliver to Purchaser: (ib) a proposed memorialize such agreement in an illustrative allocation of the Assumed Liabilities by country based on an estimate of the fair market values of Purchase Price among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Illustrative Allocation”), which shall set forth those methodologies, policies, procedures, practices, estimation techniques, assumptions and principles used in the Illustrative Allocation of (such Illustrative Allocation to be delivered at Closing pursuant to Article 3). Within sixty (60) days following the Assumed Liabilities”) and (ii) date that the Final Purchase Price is finally determined pursuant to Section 2.6, Buyer shall deliver to Seller a proposed allocation of statement allocating the Initial Payment by country based on an estimate of the fair market values of Final Purchase Price plus other amounts treated as consideration for federal income tax purposes among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country and the covenants described in Section 8.1 (the “Estimated Purchase Price Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PriceStatement”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price which shall be prepared in accordance a manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderIllustrative Allocation. If Purchaser does not deliver written notice of any dispute within thirty (an “Allocation Dispute Notice”30) within fifteen (15) days Business Days after receipt of the Estimated Purchase Price Allocation Statement, the Seller notifies the Buyer in writing that the Seller objects to one or more items reflected in such Purchase Price Allocation Statement (provided such objection is based on the application of the Initial Purchase Pricemethodologies, policies, procedures, practices, estimation techniques, assumptions and principles used in the Estimated Illustrative Allocation of and not the Initial Purchase Price allocation itself), Buyer and Seller shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, negotiate in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts good faith to resolve such dispute. If Buyer and Seller do not resolve such dispute during the within thirty (30) day period following Seller’s receipt days, they shall refer such dispute to the Accounting Firm for resolution pursuant to the same procedures set forth in Section 2.6(c). Seller and Buyer shall file all Tax Returns (including IRS Form 8594) in a manner consistent with the Purchase Price Allocation Statement, and Seller and Buyer shall not take any position inconsistent with such Purchase Price Allocation Statement on any Tax Return or otherwise, unless required to do so by applicable law or a “determination” within the meaning of Section 1313(a)(1) of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueCode.

Purchase Price Allocation. (a) As soon as practicable No later than 30 days after the date of this AgreementPost-Closing Adjustments become final pursuant to Section 2.5, Seller Purchaser shall prepare and deliver to Purchaser: (i) the Seller a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Closing Cash Consideration and Closing Working Capital (the “Estimated Allocation of the Assumed Liabilities”as adjusted pursuant to Section 2.5) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the those other items included in “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles consideration” for purposes of Section 1060 of the Code (the “Section 1060 Consideration”) among the Purchased Assets (the “Draft Allocation”); provided that no value shall be ascribed to the Noncompetition Agreements for the purposes of the Section 1060 Consideration. Any asset included in the determination of Net Working Capital in Closing Working Capital as finally determined shall be valued at the same amount for purposes of the Draft Allocation. Tangible assets transferred pursuant to this Agreement shall be listed in the Draft Allocation, and such tangible assets shall be valued at fair market value in compliance with Sections 6011(c)(10) and 6012 (c)(10) of the Treasury Regulations promulgated thereunderCalifornia Sales and Use Tax Law. The Seller may notify Purchaser in writing of any objections to the Draft Allocation within 30 days after Seller’s receipt thereof, which notice shall include reasonable detail of the nature of each disputed item. If Purchaser the Seller does not deliver written provide a dispute notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) 30 day period, the Draft Allocation shall conclusively be deemed the “Final Allocation”, which shall be final and binding upon all Parties and Xxxxxx shall use reasonable best efforts not be subject to resolve dispute or review. If the Seller provides a dispute notice within such dispute during the thirty (30) 30 day period following Sellerto the Draft Allocation, then for a period of up to 15 days after Purchaser’s receipt of the dispute notice, Purchaser and the Seller shall use good faith commercially reasonable efforts to resolve any dispute, and if all disputed items are so resolved, the Draft Allocation Dispute Notice from Purchasershall be revised to reflect such resolution and shall become the Final Allocation. If Purchaser and the Parties and Xxxxxx do not agree upon a final resolution with respect Seller are unable to the Estimated Allocation of the Initial Purchase Price resolve all disputed items within such fifteen (15) 15 day period, then the Estimated Allocation of Purchaser and Seller shall submit only those disputed items that have not been resolved by Purchaser and the Initial Purchase Price shall be submitted immediately Seller to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”)Independent Accounting Firm for resolution. The Allocation Firm shall be requested Independent Accounting Firm’s determination as to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm each disputed item shall be final and bindingbinding upon the Purchaser and Seller, absent manifest errorand the Draft Allocation shall be revised in accordance with the Independent Accounting Firm’s determination and shall become the Final Allocation. Any The fees payable to and expenses of the Allocation Independent Accounting Firm in performing their determination under this Section 2.11 shall be borne equally by Seller Purchaser, on the one hand, and Purchaser. The Estimated Allocation the Seller, on the other hand, in proportion to the relative aggregate dollar amounts of the Initial Purchase Price accepted disputed items that are determined adversely to Purchaser, on the one hand, and the Seller, on the other hand, by the Parties Independent Accounting Firm. Purchaser and Xxxxxx Seller shall not take any position, whether on audit, in Tax Returns or determined otherwise, that is inconsistent with the Final Allocation, unless required to do so by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueapplicable Law.

Purchase Price Allocation. (a) As soon Other than as practicable described in Section 7(b), within seventy-five (75) days after the date of this AgreementEffective Time, Seller Buyer shall prepare and deliver to Purchaser: AEPC a schedule allocating the Aggregate Merger Consideration (i) a proposed allocation and relevant liabilities of the Assumed Liabilities by country based on an estimate Tropicana Group and other items) among the assets of Tropicana and each of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Tropicana Subsidiaries in accordance with the principles of Section 1060 338 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute thereunder (an such statement, the “Purchase Price Allocation Dispute NoticeSchedule”) within fifteen (15) for AEPC’s review and comment. AEPC shall have an opportunity to review the proposed Purchase Price Allocation Schedule for a period of 20 days after receipt of the Estimated proposed Purchase Price Allocation Schedule. If AEPC disagrees with any aspect of the Initial Purchase Price, the Estimated Allocation of the Initial proposed Purchase Price Allocation Schedule, AEPC shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior notify Buyer in writing prior to the end of such fifteen 20-day period (15an “Allocation Objection Notice”) specifying, in reasonable detail, any good faith dispute as to Buyer’s Purchase Price Allocation Schedule and setting forth AEPC’s proposed Purchase Price Allocation Schedule. If prior to the conclusion of such 20-day period, Purchaser may accept the Estimated AEPC notifies Buyer in writing that it will not provide any Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers Objection Notice or if AEPC does not deliver an Allocation Dispute Objection Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) 20-day period, then the Estimated proposed Purchase Price Allocation Schedule shall be deemed final, conclusive and binding upon each of the Initial parties hereto. AEPC and Buyer shall use commercially reasonable efforts to resolve any objection by AEPC to the proposed Purchase Price Allocation Schedule. If within 10 days after Buyer receives an Allocation Objection Notice, Buyer and AEPC have not resolved all objections and agreed upon a final Purchase Price Allocation Schedule, Buyer and AEPC shall engage the Accounting Firm (as defined below) to resolve any outstanding disputes, and such resolution shall be submitted immediately to an internationally recognizedfinal, independent accounting or valuation firm reasonably acceptable to conclusive and binding upon each of the Parties and Xxxxxx (the “Allocation Firm”)parties hereto. The Allocation fees and disbursements of the Accounting Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing shared equally by AEPC and must set forth, in reasonable detail, the basis thereforBuyer. The determination parties hereto agree, for all Tax purposes, to report the transactions consistently with the final Purchase Price Allocation Schedule and to not take any position during the course of any audit or other proceeding inconsistent with the final Purchase Price Allocation Firm shall be final and bindingSchedule, absent manifest error. Any fees payable except in each case as otherwise required by a change in Law or pursuant to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination resolution of fair market valuea Tax contest.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare The sale and deliver to Purchaser: (i) a proposed allocation purchase of the Assumed Liabilities by country based on an estimate Interests shall be treated for income Tax purposes as the sale and purchase of the fair market values assets of the Purchased Assets andCompany and no party hereto or any Affiliate thereof shall take any position inconsistent with such treatment. Seller and Buyer agree that the Purchase Price (and any assumed liabilities as determined for Tax purposes, if required including any liabilities for the Indebtedness treated as assumed by applicable Law, an allocation by asset category within a particular country (Buyer for tax purposes under the “Estimated Allocation First Lien Credit Agreement and the Second Lien Credit Agreement will be allocated among the assets of the Assumed Liabilities”) and (ii) Company for all income Tax purposes in a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) No later than 90 days after receipt the Closing Date, Buyer shall prepare and deliver to Seller for Seller’s review, a copy of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller Form 8594 and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx any required exhibits thereto (the “Allocation FirmAsset Acquisition Statement”) allocating the Purchase Price (and any assumed liabilities as determined for income Tax purposes) among the Company’s assets and shall prepare and deliver to Seller, from time to time, for Seller’s review, revised xxxxx of the Asset Acquisition Statement so as to reflect any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any). The Allocation Firm shall be requested to render a determination Within 30 days of delivery of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation FirmAsset Acquisition Statement, as the case may be, Seller shall review such statements; and if Seller agrees on the allocation of the Purchase Price (and any assumed liabilities as determined for income Tax purposes) (which shall be evidenced by an Asset Acquisition Statement signed by each of Buyer and Seller), Buyer, Seller and their respective Affiliates shall file all Tax Returns and information reports in a manner consistent with such agreed allocation and shall take no position inconsistent therewith. In the “Final Allocation event that Buyer and Seller are unable to agree on such allocation within 30 days after the delivery of the Initial Purchase Price”Asset Acquisition Statement, the parties shall negotiate in good faith to reach agreement. The Final Allocation In the event that the parties cannot agree on the allocation as set forth in such Asset Acquisition Statement, then none of Buyer or Seller or any of their Affiliates shall be required pursuant hereto to file any Tax Returns or otherwise take any position consistent with such allocation. In the event that Buyer or Seller is unable to agree on the allocation of the Initial Purchase Price final purchase price, then each party will in any event file a Form 8594. For purposes of the preceding, the parties intend that the issue price of the Second Lien Credit Agreement shall be done at arm’s length based upon a good faith determination equal to the face amount of fair market valuethe Second Lien Credit Agreement after the Write-Down; provided, for the avoidance of doubt, that the assumed liabilities for tax purposes with respect to the Indebtedness will generally be taken into account as the amount of the adjusted issue price of such liabilities and shall not take into account accrued interest that has not been deducted).

Purchase Price Allocation. Not later than sixty (a60) As soon as practicable days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser: Sellers copies of Form 8594 and any required exhibits thereto (icollectively, the "Asset Allocation Statement") a proposed allocation of allocating the Adjusted Purchase Price (including Assumed Liabilities by country based on an estimate of the fair market values of Liabilities) among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated regulations thereunder. If Sellers shall have a period of ten (10) days after delivery of the Asset Allocation Statement (the "Allocation Response Period") to present in writing to Purchaser does not deliver written notice of any dispute objections Sellers may have to the allocations set forth therein (an “"Allocation Dispute Objection Notice”"). Unless Sellers object within such ten (10) day period, the Asset Allocation Statement shall be binding on the parties. If Sellers shall raise any objections within the Allocation Response Period, Purchaser and Sellers shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after receipt the delivery of the Estimated Allocation Objection Notice, then the parties shall submit the Asset Allocation Statement and the Allocation Objection Notice to an independent accountant for resolution. Such accountant shall resolve the dispute by selecting the proposed allocation submitted by either Purchaser or Sellers which in the sole judgment of such accountant most accurately allocates the Initial Purchase Price, the Estimated Allocation of the Initial Adjusted Purchase Price and the Assumed Liabilities among the Purchased Assets in accordance with their relative fair market values, but not by choosing any other formulation. Such accountant shall be deemed render such decision and report to Purchaser and Sellers in writing, specifying the Final Allocation of the Initial Purchase Price reason for all purposes hereunder. Prior to the end of such fifteen (15) day periodits decision in reasonable detail, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the not later than thirty (30) day period following Seller’s receipt days after the item has been referred to it. The costs, fees and expenses of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm accountant shall be borne equally by Seller Purchaser and PurchaserSellers. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Adjusted Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueallocated in accordance with the Asset Allocation Statement, as finally determined, and all income tax returns and reports filed by Purchaser and Sellers shall be prepared consistently with such allocation.

Purchase Price Allocation. The Seller and the Buyer agree that the Purchase Price shall be allocated among the Acquired Equity Interests and the Acquired Assets (aand then to each of the assets being acquired for tax purposes) As soon as practicable for all purposes (including Tax and financial accounting purposes) in accordance with an estimated allocation schedule (the "Estimated Allocation") prepared by the Buyer and delivered to the Seller within twenty (20) business days prior to the anticipated Closing Date. The Seller shall be deemed to agree with such Estimated Allocation unless, within ten (10) business days after the date the Seller receives the Estimated Allocation from the Buyer, the Seller notifies the Buyer in writing of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed each allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets andwith which it disagrees, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed for each such allocation, the amount that the Seller proposes to allocate. If the Seller provides such notice to the Buyer, the Parties shall proceed in good faith to resolve mutually the disputed allocation of amounts and agree to an undisputed Estimated Allocation within five (5) business days prior to the Initial Payment by country Closing Date. Within thirty (30) business days after the Closing Date, the Parties shall negotiate in good faith to attempt to agree to the final allocation schedule (the "Final Allocation") based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of method described in the Estimated Allocation previously delivered to the Seller and using actual dollar amounts as of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase PriceClosing Date. The Estimated Allocation of allocation to the Initial Purchase Price shall be prepared in accordance Acquired Equity Interests and the Acquired Assets is intended to comply with the principles requirements of Section 1060 of the Code Code. The Parties shall cooperate to comply with all substantive and procedural requirements of Section 1060, and except for any adjustment to the Purchase Price hereunder, after the completion and agreement by the Parties to the Final Allocation, such Final Allocation shall be adjusted only if and to the extent necessary to comply with such requirements of Section 1060. The Buyer and the Treasury Regulations promulgated thereunderSeller agree that they will not take nor will they permit any Affiliate to take, for income Tax purposes, any position inconsistent with such Final Allocation; provided, however, that (i) the Buyer's cost for the assets 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 Seller Parties may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax purposes; and provided further that the Buyer's adoption of Financial Accounting Standards No. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt 143 as of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price Closing Date shall not be deemed to be a position inconsistent with the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior otherwise agreed to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice pursuant to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuethis Section 9.13.

Purchase Price Allocation. Within thirty (a30) As soon as practicable days after the date on which the Closing Statement has been finalized in accordance with Section 1.8(e), Buyer shall provide to the Beneficial Owner Representative a statement of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed the Buyer’s allocation of the Assumed Liabilities by country based on an estimate “consideration received” (as defined in Section 1060(a) of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”Code) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles provisions of Section 1060 of the Code (and corresponding provisions of state tax law) (the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Proposed Allocation Dispute NoticeStatement”) within fifteen (15) days after receipt of and in accordance with the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price methodology set forth on Schedule 1.10Section 1.10. The Beneficial Owner Representative shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the have thirty (30) day period following Seller’s receipt days to approve or disapprove of the Proposed Allocation Dispute Notice from PurchaserStatement. If The Proposed Allocation Statement shall become final and binding on the Parties parties hereto thirty (30) days after Xxxxx provides such statement to the Beneficial Owner Representative, unless the Beneficial Owner Representative, within said thirty (30) period, provides written notice to the Buyer of its objection to the Proposed Allocation Statement that contains explanations for all disputed items and Xxxxxx do not agree upon a final resolution new proposed allocations with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx items (the “Allocation FirmNotice”). The Xxxxx and the Beneficial Owner Representative shall attempt to resolve the disputed items set forth in the Allocation Firm Notice through good faith negotiations between them. Any unresolved disputes shall be requested promptly submitted to render a determination the Independent Accounting Firm. The Beneficial Owner Representative and Buyer shall cooperate with each other and the Independent Accounting Firm in connection with the matters contemplated by this Section 1.10, including, without limitation, by furnishing such information and access to books, records (including, without limitation, accountants’ work papers), personnel and properties as may be reasonably requested. The fees and expenses of the applicable dispute within fifteen (15) days after referral of Independent Accounting Firm incurred in resolving the disputed matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and bindingequitably apportioned by such Independent Accounting Firm based on the extent to which Buyer, absent manifest error. Any fees payable to on the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of one hand, or the Initial Purchase Price accepted by Seller, on the Parties and Xxxxxx or other hand, is determined by the Independent Accounting Firm to be the prevailing party in the resolution of such disputed matters. Once the Proposed Allocation Statement is final and resolved either (a) by the Beneficial Owner Representative not objecting to the Proposed Allocation Statement within the prescribed time period, (b) through the negotiations of Buyer and the Beneficial Owner Representative or (c) by reason of the Independent Accounting Firm’s determination, as the case may be, Proposed Allocation Statement shall be become the “Final Allocation of Statement” and be binding and conclusive upon the Initial Purchase Price”. The parties hereto and each party shall report, act and file federal and state Tax Returns (including, but not limited to IRS Form 8594 and applicable state forms) in all respects and for all federal and state income tax purposes consistent with the Final Allocation of Statement, and neither Buyer nor the Initial Purchase Price Seller shall be done at arm’s length based upon a good faith determination of fair market valuetake any position for federal income tax purposes (whether in audits, Tax Returns or otherwise) which is inconsistent with the Final Allocation Statement unless required to do so by applicable Tax Law.

Purchase Price Allocation. (a) As soon as practicable after During the 60 day period following the date of this Agreement, Seller Buyer and Parent shall negotiate in good faith with a view to reaching agreement on a preliminary allocation of the Base Purchase Price among the Shares of the various Companies (the “Preliminary Allocation”). Parent shall furnish Buyer with all information Buyer reasonably requests in connection with the negotiation and drafting of the Preliminary Allocation. If Buyer and Parent are unable to reach an agreement on the Preliminary Allocation by the end of such period, Parent and Buyer shall follow reconciliation procedures similar to those described in Section 2.3(c) and, if necessary, shall submit the dispute to the Accounting Firm for resolution not later than 30 days prior to the Closing Date. Not later than 30 days after the Closing Date, Parent shall prepare and deliver to Purchaser: (i) Buyer for its review a proposed allocation schedule that allocates, in a manner consistent with and based upon the Preliminary Allocation, the Estimated Purchase Price among the Shares of the Assumed Liabilities by country based on an estimate various Companies for all purposes (including Tax and financial accounting purposes) (the “Final Allocation”). The parties #88810454v1 agree that any adjustment to the Purchase Price pursuant to Section 2.3 shall be reflected through the allocation amount assigned to the Shares of one or more Companies designated in the Preliminary Allocation and need not be allocated among the Shares of all of the fair market values of Companies, unless otherwise required by applicable Law. If, within 30 days after Parent delivers the Purchased Assets Final Allocation to Buyer, Buyer does not provide a written objection to the Final Allocation, the Final Allocation shall be considered to have been approved by Buyer. If, within 30 days after Parent delivers the Final Allocation to Buyer, Buyer provides a written objection to the Final Allocation, Parent and Buyer shall follow reconciliation procedures similar to those described in Section 2.3(c) and, if necessary, shall submit the dispute to the Accounting Firm. Unless required by applicable Law, an allocation by asset category within a particular country (and notwithstanding any provisions to the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”contrary herein, the “Estimated Allocation of the Initial Purchase Price”). Subject parties agree that any adjustment payment made by either party pursuant to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price 2.3 shall be prepared in accordance with the principles of Section 1060 of the Code made between Parent and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueBuyer.

Purchase Price Allocation. (a) As soon as practicable Within 60 days after the date finalization of this Agreementthe Final Closing Statement pursuant to Section 2.4, the Seller Representative shall prepare, and provide to the Buyer for its review and approval, a proposed allocation (the “Purchase Price Allocation”) of the portion of the Purchase Price allocated to the purchase of Units and a ratable share of the liabilities of the Company and other relevant Tax items among the assets of the Company and its Subsidiaries for all Tax purposes, including the determination of the portion of the gain or loss recognized upon the sale of the Units that is attributable to the Company’s “unrealized receivables” and “inventory items” (as such terms are defined in Section 751 of the Code). Within thirty days following the Seller Representative’s delivery of the Purchase Price Allocation, the Buyer shall inform the Seller Representative in writing whether it has approved the Purchase Price Allocation (and in the event that the Buyer fails to respond in writing within such 30-day period, the Buyer shall be deemed to have approved the Purchase Price Allocation). Provided that the Buyer approves the Purchase Price Allocation, the Sellers, the Buyer and the Company shall prepare and deliver file all Tax Returns and related forms in a manner consistent with the Purchase Price Allocation, except to Purchaser: the extent otherwise required by a determination (iwithin the meaning of Section 1313(a) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”Code). Subject In the event of an adjustment to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Sellers and the Buyer agree to adjust the Purchase Price Allocation in a reasonable manner to reflect such adjustment. If any Governmental Authority disputes the Purchase Price Allocation, the party receiving notice of the Initial dispute shall promptly notify the other party and each party shall keep the other reasonably informed of material developments of any such dispute. Notwithstanding the foregoing, if the Buyer does not approve the Purchase Price Allocation then none of the Buyer, the Sellers, nor any of their Affiliates shall be deemed required, pursuant hereto, to file any Tax Returns or otherwise take any positions, in each case that are consistent with the Final Purchase Price Allocation or the allocation of the Initial Purchase Price for all purposes hereunder. Prior to other party, but instead each party may allocate the end of such fifteen (15) day period, Purchaser may accept consideration among the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller assets in a manner it considers appropriate and Xxxxxx, file its Tax Returns in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution manner consistent with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueits allocation.

Purchase Price Allocation. (a) As soon as practicable after Following the date of this AgreementClosing, Seller the Buyer shall prepare and deliver to Purchaser: (i) a proposed draft allocation of the Assumed Liabilities by country based on an estimate of Adjusted BSI Closing Consideration and the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Adjusted TS&W Closing Consideration in accordance with the principles of set forth on Schedule 8.12.5 (the “Allocation Schedule”), which shall contain sufficient detail to permit the Parties to make the computations and adjustments required under Section 1060 751 and Section 755 of the Code Code, with respect to the BSI Company Equity Interest and the Treasury Regulations promulgated thereunderTS&W LP Company Equity Interest (the “Purchase Price Allocation”) and deliver the draft Purchase Price Allocation to BSI for review and comment. BSI shall cooperate with the Buyer in such preparation. If Purchaser does not BSI has any objection to the Purchase Price Allocation, BSI shall deliver written notice to the Buyer a statement setting forth their objections and suggested adjustments within thirty (30) days from the delivery of any dispute the Purchase Price Allocation (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation FirmObjections Statement”). The Buyer agrees to consider any objection set forth in the Allocation Firm shall be requested to render a determination Objections Statement(s) in good faith. In the case the Buyer does not accept any of the applicable objections of BSI set forth on an Allocation Objections Statement, BSI and the Buyer agree to attempt to resolve the associated dispute within fifteen twenty (1520) days after referral BSI provides its objections. If any matter of such dispute is not resolved in this timeframe, BSI and the Buyer shall submit such matter for resolution to such the Arbiter in accordance with the Allocation Firm, which determination must be in writing Schedule and must set forth, in reasonable detail, the basis thereforprocedures of Section 3.1.7 (without the requirement for a Notice of Disagreement). The determination of the Purchase Price Allocation Firm shall be final and binding, absent manifest error. Any fees payable adjusted from time to time to reflect any adjustments to the Allocation Firm Adjusted BSI Closing Consideration and to the Adjusted TS&W LP Closing Consideration, as determined for Tax purposes in a manner consistent with this Section 8.12.5. Each Party shall be borne equally by Seller and Purchaser. The Estimated Allocation of file all Tax Returns consistently with the Initial Purchase Price accepted by Allocation as finalized pursuant to this Agreement and shall not take any position that is inconsistent with the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation, unless required by applicable Legal Requirements.

Purchase Price Allocation. (ai) As soon as practicable after Within ninety (90) days following the date of this AgreementClosing, Seller Purchaser shall prepare and deliver to Purchaser: the Seller Representative a draft schedule allocating the Purchase Price (iand any liabilities considered assumed by Purchaser treated as purchase consideration for Tax purposes) a proposed allocation among the Assets of the Assumed Liabilities Company treated as acquired by country based on an estimate Purchaser from the Sellers in accordance with the Intended Tax Treatment and the restrictive covenants set forth in Section 7.5, for the purposes of determining the Tax consequences of the fair market values of the Purchased Assets and, if required transactions contemplated by applicable Law, an allocation by asset category within a particular country this Agreement (the “Estimated Asset Allocation of the Assumed Liabilities”) Schedule” and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together collectively with the “Estimated Allocation of the Assumed Liabilities”Membership Interest Allocation, the “Estimated Purchase Price Allocation of the Initial Purchase PriceSchedule”). Subject to Section 6.04(a)For the avoidance of doubt, during the fifteen (15) day period following delivery of the Estimated Asset Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price Schedule shall be prepared in accordance a manner consistent with the principles of Section 1060 of Membership Interest Allocation. Purchaser shall revise the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial draft Purchase Price shall be deemed Allocation Schedule as necessary to reflect adjustments to the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior required by this Agreement, which Purchaser shall deliver to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice Representative within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period days following Seller’s receipt the date of the Allocation Dispute Notice from Purchasersuch adjustment. If the Parties and Xxxxxx do not agree upon a final resolution Seller Representative disagrees with respect to the Estimated Allocation of the Initial Purchase Price Allocation Schedule delivered by Purchaser (including any revisions thereto), the Seller Representative may, within thirty (30) days after delivery of such fifteen Purchase Price Allocation Schedule (15) day periodor any revision thereto), deliver a written notice to Purchaser to such effect, specifying those items as to which the Seller Representative disagrees and setting forth the Seller Representative’s proposed allocation. If the Seller Representative fails to timely and duly deliver such notice of disagreement, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm Schedule shall be final and bindingbinding on the Parties. If the Seller Representative timely and duly delivers such notice of disagreement, absent manifest error. Any fees payable then Purchaser and the Seller Representative shall negotiate in good faith to reach agreement on the disputed items or amounts and the allocation to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, extent so agreed shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial final Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation Schedule.

Purchase Price Allocation. The Purchase Price (a) As soon as practicable after plus any items to the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation extent properly taken into account under Section 1060 of the Assumed Liabilities by country based on an estimate Code) shall be allocated among the Equity Interests of the fair market values Group Companies and the assets of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject Group Companies properly treated as acquired for Tax purposes pursuant to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared this Agreement in accordance with the principles allocation schedule set forth in Section 5.07(g) of the Seller Disclosure Letter (the “Agreed Allocation”). Within ninety (90) days following Closing, Purchaser shall deliver to Seller an allocation among the assets of the Group Companies properly treated as acquired for Tax purposes pursuant to this Agreement that complies with Section 1060 of the Code and is in accordance with the Treasury Regulations promulgated thereunderAgreed Allocation (the “Asset Allocation”). Seller shall have the right to review and raise any objections in writing to the Asset Allocation during the 20-day period after receipt thereof. If Purchaser Seller does not deliver written notice of raise any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of objections in accordance with the Estimated Allocation of the Initial Purchase Priceprocedures set forth in this Section 5.07(g), the Estimated Allocation of the Initial Purchase Price Seller shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to have agreed to the end of such fifteen (15) day period, Purchaser may accept Asset Allocation and the Estimated Asset Allocation of shall become the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenfinal Asset Allocation. If Purchaser delivers Seller raises an Allocation Dispute Notice within such fifteen (15) day periodobjection in writing in accordance with the procedures set forth in this Section 5.07(g), the Parties and Xxxxxx parties shall use reasonable best efforts negotiate in good faith to resolve such dispute during the dispute. If the parties are unable to agree on the Asset Allocation within thirty (30) day days after the commencement of such good faith negotiations (or such longer period following Seller’s receipt as Seller and Purchaser may mutually agree in writing), then the Independent Expert shall be engaged to review the Asset Allocation and make a determination resolution of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution any disputes with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price Asset Allocation. The Independent Expert shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to instructed that its final determination regarding the Parties and Xxxxxx (the “Asset Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, consistent with the basis thereforAgreed Allocation. The determination of the Independent Expert regarding the Asset Allocation Firm shall be final delivered as soon as practicable following the engagement of the Independent Expert, but in no event more than sixty (60) days thereafter, and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Asset Allocation accordingly. Seller, on the one hand, and Purchaser, on the other hand, shall each pay one-half of the cost of the Independent Expert. Purchaser and Seller agree to (x) be bound by the Agreed Allocation and the Asset Allocation determined to be final by this Section 5.07(g) (the “Final Purchase Price Allocations”), (y) act in accordance with the Final Purchase Price Allocations in the preparation and filing of all Tax Returns (including with respect to IRS Form 8594) and (z) take no position inconsistent with the Final Purchase Price Allocations for all Tax purposes unless otherwise required by applicable Law. The Estimated Allocation of parties shall, in good faith, make adjustments to the Initial Final Purchase Price accepted by Allocations as necessary to account for any adjustments to the Parties and Xxxxxx Purchase Price. In the event that any Taxing Authority disputes the Final Purchase Price Allocations, Seller or determined by the Allocation FirmPurchaser, as the case may be, shall be promptly notify the “Final Allocation other parties in writing of the Initial Purchase Price”. The Final Allocation nature of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuesuch dispute.

Purchase Price Allocation. Within sixty (a60) As soon as practicable days after the date determination of this Agreementthe final amount of the Cash Consideration pursuant to Section 2.5(c)(iii), Seller the Buyer shall prepare or cause to be prepared and deliver delivered to Purchaser: (i) the Seller Representative a proposed allocation schedule allocating the consideration for the sale and purchase of the Assumed Liabilities by country based on an estimate of Membership Interests (including the Cash Consideration and the fair market values value of the Purchased Assets andFTK Shares, if plus any assumed liabilities and other amounts that are required by applicable Law, an allocation by asset category within a particular country (to be taken into account as consideration for U.S. federal income Tax purposes) among the “Estimated Allocation assets of the Assumed Liabilities”) and (ii) Company in a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder and the principles set forth in Exhibit C attached hereto (the “Allocation”). If Purchaser does not deliver written notice The Seller Representative shall have the right to review such Allocation and, to the extent the Seller Representative disagrees with the Allocation, the Seller Representative shall notify the Buyer in writing of any dispute objections within thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt of such Allocation. The Buyer and the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx Representative shall use their reasonable best efforts to resolve such dispute during reach agreement on the disputed items or amounts, if any. If the Buyer and the Seller Representative are unable to reach an agreement regarding the Allocation within thirty (30) day period days following Seller’s receipt by the Buyer of the Allocation Dispute Notice from PurchaserSeller Representative’s objections, then any disagreement shall be resolved by the Independent Accounting Firm in accordance with the procedures contained in Section 2.5(c)(iii)(C). If the Parties Any fees and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation expenses of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price Independent Accounting Firm pursuant to this Section 2.8 shall be submitted immediately paid one-half by the Buyer and one-half by the Sellers. The Allocation, as prepared by the Buyer if no timely objection by the Seller Representative has been given, as adjusted pursuant to an internationally recognized, independent accounting any agreement between the Buyer and the Seller Representative or valuation firm reasonably acceptable to as determined by the Parties and Xxxxxx Independent Accounting Firm (the “Allocation FirmFinal Allocation”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and bindingbinding on the Parties; provided, absent manifest error. Any fees payable however, that the Final Allocation shall be further revised, as necessary and in a manner consistent with the allocation contained therein, to reflect any adjustment to the consideration for the sale and purchase of the Membership Interests pursuant to Section 2.3 (excluding any portion treated as interest under U.S. federal income Tax Law), Section 7.8 or otherwise that is not otherwise reflected in such allocation. The Parties agree to file, and to cause their respective Affiliates to file, all Tax Returns (including IRS Form 8594, Asset Acquisition Statement Under Section 1060) in a manner consistent with the Final Allocation Firm and not to take (and to cause their respective Affiliates not to take) any position inconsistent therewith in any Tax Return, audit, examination, claim, adjustment, litigation, or other Proceeding with respect to Taxes, unless required by a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, territorial, local, or foreign Law, or with the consent of the other Parties; provided, however, that nothing contained herein shall prevent a Party from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Final Allocation, and no Party shall be borne equally required to litigate any proposed deficiency or adjustment by Seller and Purchaserany Taxing Authority challenging the Final Allocation. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.2.9

Purchase Price Allocation. No later than ninety (a90) As soon as practicable days after the date of this AgreementMembership Interest Purchase Price is finally determined hereunder pursuant to Section 2(e), Seller shall prepare and Buyer will deliver to Purchaser: (i) Seller a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets andMembership Interest Purchase Price and other amounts treated as consideration for federal income (and other applicable) Tax purposes, if required by applicable Law, an which allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together will be consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably Transaction Tax Treatment and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall will be prepared in accordance a manner consistent with the principles of Section 1060 of the Code and (the Treasury Regulations promulgated thereunder“Buyer’s Draft Allocation”). If Purchaser does not Seller disagrees with Buyer’s Draft Allocation, Seller may, within thirty (30) days after delivery of Buyer’s Draft Allocation, deliver written a notice of any dispute (an “Seller’s Allocation Dispute Notice”) within fifteen (15) days after receipt to Buyer to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Membership Interest Purchase Price shall (and other relevant amounts). If Seller does not timely deliver a Seller Allocation Notice, Seller will be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice have agreed to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenBuyer’s Draft Allocation. If Purchaser delivers an Seller’s Allocation Dispute Notice is delivered to Buyer within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period period, Seller and Buyer will, during the twenty (20) days following Seller’s receipt such delivery, negotiate in good faith to reach agreement on the disputed items or amounts in order to determine the allocation of the Allocation Dispute Notice from PurchaserMembership Interest Purchase Price (and other relevant amounts). If the Parties Seller and Xxxxxx do not agree upon a final resolution with respect Buyer are unable to the Estimated Allocation of the Initial Purchase Price reach such agreement within such fifteen twenty (1520) day period, then the Estimated Parties will submit Buyer’s Draft Allocation and Seller’s Allocation Notice to the Independent Accountant to resolve all disputed items. The costs, fees and expenses of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm Independent Accountant shall be borne equally by Buyer and Seller. The allocation of the Membership Interest Purchase Price (and other relevant amounts) as prepared by Buyer (if no Seller’s Allocation Notice has been timely delivered), as adjusted pursuant to any agreement reached by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx Buyer, if any, or as determined by the Allocation Firm, as the case may be, shall be Independent Accountant (the “Final Allocation Purchase Price Allocation”), will be conclusive and binding on all Parties. None of the Initial Purchase Price”. The Final Allocation of Parties shall take any tax position (whether in audits, on Tax Returns or otherwise) that is inconsistent with the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation.

Purchase Price Allocation. (a) As soon as practicable after Subject to the date terms of this AgreementSection 4.1(i), Seller Buyer and Company shall prepare and deliver to Purchaser: allocate the Purchase Price, (iincluding any Liabilities assumed for Tax purposes) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of allocation methodology set forth at Schedule 4.1(i) attached hereto and in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunderASC 805 Business Combinations. If Purchaser does Buyer shall deliver a draft purchase price allocation statement to Sellers’ Representative not deliver written notice of any dispute later than ninety (an “Allocation Dispute Notice”) within fifteen (1590) days after receipt the Closing Date (the “Draft Purchase Price Allocation”). Sellers’ Representative shall have the right, for thirty (30) days after such delivery, to review and provide comment to Buyer regarding such draft. Buyer and Sellers’ Representative shall seek in good faith for thirty (30) days thereafter to resolve any disagreements between them with respect to the Draft Purchase Price Allocation; provided however that if Seller objects to the Buyer’s proposed valuation of the Estimated covenants not-to-compete or any similar covenants, then, Seller shall be entitled to obtain its own third party valuation from a bona fide independent valuation firm and to use the valuation provided by Seller’s valuation firm rather than the value proposed by Buyer’s valuation firm. If the Draft Purchase Price Allocation is finally agreed to by Sellers’ Representative and Buyer within such 30-day period, it shall constitute the “Agreed Final Purchase Price Allocation”. If there is an Agreed Final Purchase Price Allocation then Buyer and Sellers shall each file all Tax Returns and report the federal, state and local and other Tax consequences of the Initial Purchase Price, purchase and sale contemplated hereby (including the Estimated Allocation filing of Internal Revenue Service Form 8594) in a manner consistent with the Initial Agreed Final Purchase Price Allocation and shall be deemed not take any inconsistent position with respect to the Agreed Final Allocation of the Initial Purchase Price for all purposes hereunderAllocation unless otherwise required by applicable Law. Prior If the Buyer and Sellers’ Representative are unable to resolve any disagreements between them with respect to the Draft Purchase Price Allocation by the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt period, , then the Draft Purchase Price Allocation shall not constitute the Agreed Final Purchase Price Allocation, and Buyer and Sellers shall each report the applicable Tax consequences of the Allocation Dispute Notice from Purchaserpurchase and sale contemplated hereby in a manner consistent with Section 1060 of the Code and ASC 805 Business Combinations. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodis adjusted pursuant to this Agreement, then the Estimated Allocation of the Initial applicable Purchase Price allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”adjusted consistent with this Section 4.1(i). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.

Purchase Price Allocation. The Final Purchase Price (aand any assumed liabilities and other amounts treated as consideration for applicable U.S. federal income Tax purposes) As soon as practicable after will be allocated among the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation assets of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by Target Companies for all applicable Law, an allocation by asset category within Tax purposes in a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate). If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of A draft statement setting forth the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx allocations (the “Allocation FirmStatement”). The Allocation Firm ) shall be requested to render a determination of the applicable dispute within fifteen (15) prepared by Seller. No later than 120 days after referral the Closing Date (and if an adjustment to the Estimated Purchase Price is required pursuant to Section 1.3, 60 days after such Estimated Purchase Price adjustment is finalized and paid pursuant to Section 1.3(g)), Seller shall deliver the Allocation Statement to Buyer (and, in the case of an adjustment to the matter Estimated Purchase Price, an updated Allocation Statement) for Buyer’s review and comment, and Buyer and Seller will cooperate in good faith to resolve any disagreements with respect thereto. If Buyer and Seller are able to agree to such Allocation FirmStatement (as revised to accommodate any comments of Buyer, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation Statement”) within 60 days following delivery thereof, or such later date as agreed to by Buyer and Seller, then Buyer and Seller shall file and cause their Affiliates to file IRS Form(s) 8594 (where required) and all income Tax Returns in accordance with the Final Allocation Statement, and neither of them shall thereafter take a position on an income Tax Return inconsistent with the Final Allocation Statement unless required pursuant to a final determination within the meaning of Section 1313(a) of the Initial Purchase Price”Code (or any similar provision of state, local, or non-U.S. Law, as appropriate). The Final If Buyer and Seller are unable to agree to such Allocation of Statement within the Initial Purchase Price time period described above, following delivery thereof, each party shall be done at arm’s length based upon a good faith determination entitled to adopt its own position regarding the allocation. Buyer and Seller each agree to provide the other promptly with any information reasonably required to complete the Allocation Statement and shall notify and provide the other with reasonable assistance in the event of fair market valuean examination, audit or other proceeding regarding the allocations determined pursuant to this Section 5.7.

Purchase Price Allocation. Within ninety (a90) As soon days following the Closing Date, EEH shall cause to be prepared and delivered to Independence a schedule allocating the Purchase Price (and all other amounts treated as practicable after consideration for federal income Tax purposes) attributable to the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation purchase of the Assumed Liabilities by country based on an estimate Independence Interests of the fair market values of Acquired Entities among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Independence Properties (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PricePrice Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price Allocation shall be reasonable and shall be prepared in accordance with the principles of Code Section 1060 of the Code and the Treasury Regulations promulgated thereunder1060. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial The Purchase Price Allocation shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to be accepted by, and shall be conclusive and binding on, Seller Parties except to the end of such fifteen (15) day periodextent that Independence shall have delivered, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of days after the Allocation Dispute Notice from Purchaser. If date on which the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen Allocation is delivered to Independence, a written notice to EEH stating each and every item to which Independence takes exception (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm it being understood that any amounts not disputed shall be final and binding). If a change proposed by Independence is disputed by EEH, absent manifest errorthen EEH and Independence shall negotiate in good faith to resolve such dispute. Any fees payable If, after a period of thirty (30) days following the date on which Independence gives EEH notice of any such proposed change, any such proposed change still remains disputed, then Independence and EEH shall each be entitled to adopt their own positions regarding the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation allocation of the Initial Purchase Price accepted among the Independence Properties for federal income tax purposes. If the Purchase Price Allocation is mutually agreed (or deemed accepted), EEH, the Acquired Entities and Seller Parties (i) agree to be bound by such allocations (and agree to cause each of their applicable Representatives and Affiliates to do so); and (ii) shall file all Tax Returns (including amended returns and claims for refund) and information reports (including without limitation IRS Form 8594) in a manner consistent with the Parties Purchase Price Allocation.; and Xxxxxx or determined by (iii) take no position and cause their Affiliates to take no position inconsistent with such allocation for purposes of any Tax Return, unless in each case otherwise required pursuant to a “determination” within the Allocation Firm, as the case may be, shall be the “Final Allocation meaning of Section 1313(a) of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueCode.

Purchase Price Allocation. The Seller and the Buyer agree that the final Purchase Price (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the any Assumed Liabilities by country based on an estimate of the fair market values of as determined for federal income tax purposes) will be allocated among the Purchased Assets and, if required by applicable Law, an allocation by asset category within for all Tax purposes in a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not No later than 90 calendar days after the Closing Date, the Buyer shall prepare and deliver written notice to the Seller for the Seller’s review and approval, a copy of the Form 8594 and any dispute required exhibits thereto (an the “Allocation Dispute NoticeAsset Acquisition Statement”) within fifteen allocating the final Purchase Price (15and any Assumed Liabilities as determined for federal income tax purposes) days after receipt among the Purchased Assets. The Buyer shall prepare and deliver to the Seller, from time to time, for the Seller’s review and approval revised copies of the Estimated Allocation of Asset Acquisition Statement (the Initial Purchase Price, “Revised Statements”) so as to reflect any matters on the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to Asset Acquisition Statement that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaserneed updating. If the Parties Buyer and Xxxxxx do not the Seller agree upon a final resolution with respect to on the Estimated Allocation allocation of the Initial final Purchase Price (and any Assumed Liabilities as determined for federal income tax purposes) within such fifteen (15) day period, then 30 calendar days after the Estimated Allocation delivery of the Initial Purchase Price Asset Acquisition Statement or the Revised Statements, as the case may be (which shall be submitted immediately to evidenced by an internationally recognized, independent accounting Asset Acquisition Statement or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination Revised Statements signed by each of the applicable dispute Buyer and the Seller), the Buyer, the Seller and their Affiliates shall file all Tax Returns and information reports in a manner consistent with such agreed allocation and shall take no position inconsistent therewith. In the event that the Buyer and the Seller are unable to agree on such allocation within fifteen (15) 30 days after referral the delivery of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, Asset Acquisition Statement or the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation FirmRevised Statements, as the case may be, each of the Buyer and the Seller shall set forth in writing their positions regarding any disagreed items and such positions shall be submitted to an Independent Accounting Firm (as defined in Section 2.8(c)) for resolution in the “Final Allocation next 20 days. The Independent Accounting Firm shall be instructed to determine whether the position maintained by the Buyer or the Seller is the more reasonable allocation in respect of any item in dispute and shall select one of the Initial Purchase Price”two positions. The Final Allocation Each of the Initial Purchase Price Buyer and the Seller shall be done at arm’s length based upon bear all fees and costs incurred by it in connection with such dispute, except that each party shall pay one-half (50%) of the fees and expenses of the Independent Accounting Firm. Once any disagreed items have been determined by the Independent Accounting Firm, the Buyer shall prepare an Asset Acquisition Statement or Revised Statements, as the case may be, reflecting such determination by the Independent Accounting Firm, and the Buyer, the Seller and their Affiliates shall file all Tax Returns (including Form 8594) and information reports in a good faith determination of fair market valuemanner consistent with such allocation and shall take no position inconsistent therewith.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation The amount of the Assumed Liabilities by country based on an estimate Purchase Price (excluding any amount of the fair market values Escrow Funds and Contingent Consideration treated as interest for U.S. federal income tax purposes) plus the aggregate amount of all liabilities of the Purchased Assets and, if required Acquired Companies that are treated for U.S. federal income tax purposes as consideration received by applicable Law, an allocation by asset category within a particular country the Partners in the Acquisition (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”collectively, the “Estimated Allocation Amount Realized”) shall be allocated among the assets of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles Acquired Companies for purposes of Section 1060 751 of the Code and the Treasury Regulations promulgated thereunderstatement required to be filed under Treas. Reg. § 1.751-1(a)(3) (and any similar provision of state, local or foreign Applicable Law, as applicable) (the “Allocation”). The Partners Representative shall provide Quanta with any information reasonably requested and required to prepare the Allocation. Quanta shall complete a draft Allocation and shall furnish the Partners Representative with a copy (the “Draft Allocation”) within sixty (60) days after the date on which the Closing Date NWC becomes final pursuant to ‎Section 1.5. Unless the Partners Representative provides written notice to Quanta of any objections to the Draft Allocation within thirty (30) days after receipt thereof, the Draft Allocation shall become final (the “Final Allocation”); provided that, in the event the Amount Realized is subsequently adjusted as a result of this Agreement, Quanta shall prepare and furnish to the Partners Representative a revised Draft Allocation and the revised Draft Allocation shall become the Final Allocation unless the Partners Representative provides written notice to Quanta of any objections to such revised Draft Allocation within thirty (30) days after receipt thereof. If Purchaser does not deliver the Partners Representative timely provides written notice of any dispute (an “objection to the Draft Allocation Dispute Notice”pursuant to the prior sentence, Quanta and the Partners Representative shall negotiate in good faith to resolve such objection(s). In the event Quanta and the Partners Representative fail to resolve such objection(s) within fifteen (15) days after receipt delivery of the Estimated Allocation of Partners Representative’s notice, either Quanta or the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior Partners Representative may deliver written notice to the end of other stating the intent to submit such dispute to the Expert, and within fifteen (15) day periodBusiness Days of such notice, Purchaser may accept each Party shall submit its written position with respect to the Estimated Allocation items in dispute to the Expert for resolution under procedures similar to those described in ‎Section 1.7(e)(iii). Quanta shall bear fifty percent (50%) of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation fees of the Initial Purchase Price Expert for resolution of any dispute under this ‎Section 1.10, and each Partner shall be deemed liable on a several, and not joint, basis for, and shall pay an amount equal to, its Pro Rata Share of the remainder of such fees. Upon the resolution of all disputed items with respect to the Draft Allocation pursuant to the foregoing procedures, the Draft Allocation shall become the Final Allocation. The Parties shall consistently report the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day periodTax purposes, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect take or assert any position inconsistent therewith for any Tax purpose except to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”)extent required by Applicable Laws. The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.ARTICLE II

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller Buyer shall prepare and deliver to Purchaser: (i) a proposed an allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, and any Liabilities of Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss or Seller Parent treated as assumed by Buyer for Tax purposes among the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Acquired Assets in accordance with the principles of Section 1060 of the Code (and any similar provision of state, local, or non-U.S. Law, as appropriate), for approval by Seller (the Treasury Regulations promulgated thereunder“Draft Purchase Price Allocation”), which approval shall not be unreasonably withheld, conditioned or delayed, and which, upon such approval, shall be binding upon Buyer and Seller as the “Final Purchase Price Allocation.” Seller shall provide such information as Buyer may reasonably request to assist Buyer with preparing the Draft Purchase Price Allocation, including the net book value (to the extent reasonably determinable) for purposes of GAAP as of the Closing of any tangible assets that are Acquired Assets and a description of such item, original cost and date of acquisition (in each case, to the extent reasonably determinable), to assist Buyer with preparing the Draft Purchase Price Allocation. The Draft Purchase Price Allocation shall be prepared in a manner consistent with Schedule 2.6. Buyer shall deliver the Draft Purchase Price Allocation to Seller within 30 days after the Parties agree to the Post-Closing Adjustment Statement pursuant to Section 2.3(c), and Seller shall inform Xxxxx in writing within 30 days of receiving the Draft Purchase Price Allocation if Seller does not approve the Draft Purchase Price Allocation or any portion thereof. If Purchaser Seller does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering provide written notice to Buyer that effect Seller objects to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Draft Purchase Price shall be deemed Allocation within the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) -day period, then the Estimated Allocation of the Initial Draft Purchase Price Allocation shall become the Final Purchase Price Allocation. If Seller provides Xxxxx a written objection to the Draft Purchase Price Allocation within such 30-day period (together with a statement explaining Seller’s particular objections to the Draft Purchase Price Allocation along with Seller’s reasons for any objections), then Buyer and Seller shall cooperate in good faith for a period of 30 days to resolve their differences. If Buyer and Seller resolve their differences within such 30-day period, the Draft Purchase Price Allocation, as amended to reflect any changes agreed upon by Buyer and Seller, shall become the Final Purchase Price Allocation. If Buyer and Seller are unable to resolve their differences within such 30-day period, Buyer and Seller and their respective Affiliates shall be submitted immediately entitled to an internationally recognizedallocate the Purchase Price to the Acquired Assets in such manner as each independently determines is reasonable, independent accounting and there shall be no Final Purchase Price Allocation. If a Final Purchase Price Allocation is established, Buyer and Seller and their respective Affiliates shall report and file all Tax Returns which each of them is required by Law to file and report (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Purchase Price Allocation. In the event that (a) the Final Prepaid Amount differs from the Estimated Prepaid Amount or valuation firm reasonably acceptable to (b) the Final Vacation Rollover Amount differs from the Estimated Vacation Rollover Amount, the Parties and Xxxxxx (their Affiliates shall update the “IRS Form 8594 in a manner consistent with Schedule 2.6. If a Final Purchase Price Allocation Firm”)is established, neither Buyer, Seller, nor any of their respective Affiliates, shall take any position on any Tax Return, audit or otherwise that is inconsistent with such Final Purchase Price Allocation, if any, unless required to do so by applicable Law. The In the event that the Final Purchase Price Allocation Firm shall be requested to render a determination is disputed by any Governmental Authority, the Party receiving notice of the applicable dispute within fifteen (15) days after referral shall promptly notify the other Party in writing of such notice and resolution of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuedispute.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of The purchase price for the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance allocated with respect to each category of property described on Schedule 2.8 hereto within the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunderranges set forth thereon. Prior to the end of Closing Date, the parties hereto shall use their reasonable efforts to agree on the specific final allocations to each such fifteen (15) day periodcategory within the ranges set forth on Schedule 2.8, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price any such agreement shall be deemed final, binding and conclu- sive on the Final Allocation for all purposes hereunder when parties hereto. If, prior to the Closing Date the parties hereto cannot come to such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day periodagreement, the Parties parties shall engage a firm of nationally recognized independent public ac- countants (the "Appraisal Firm") selected by the Company and Xxxxxx shall use reasonable best efforts to resolve such dispute during Buyer within 10 days after the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from PurchaserClosing Date. If the Parties Company and Xxxxxx do Buyer are unable to agree on the Appraisal Firm, then Buyer and the Company shall each have the right to request the Ameri- can Arbitration Association to appoint the Appraisal Firm who shall not have had a material business relationship with the Company or Buyer within the past two years, other than pursuant to Section 2.5 or 2.6 hereof. The parties hereto agree upon to ex- ecute, if requested by the Appraisal Firm, a final resolution with respect reasonable engage- ment letter. All fees and expenses relating to the Estimated Allocation of work, if any, to be performed by the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Appraisal Firm shall be borne equally by Seller the Company and PurchaserBuyer. The Estimated Allocation Appraisal Firm shall act as an arbitrator to determine the specific final allocations to each category contemplated by Schedule 2.8, but only within the ranges contemplated thereby, and the allocation to the Real Property category will be determined in the aggregate without regard to the specific allocations to the Real Property related to the Affiliate Centers set forth in this Section 2.8. The Appraisal Firm's determination shall be made within 30 days of their selection, shall be set forth in a written statement de- livered to the Company and Buyer and shall be final, binding and conclusive. After the final allocation has been made pur- suant to this Section 2.8, Buyer shall be entitled to xxxxx- locate the allocation with respect to each category to various subcategories of items within such category, so long as such suballocation by Buyer is consistent with the final allocation. Promptly following completion of the Initial Purchase Price accepted final allocation by the Parties and Xxxxxx parties hereto, or determined by the Allocation Appraisal Firm, as contemplated by this Section 2.8, Buyer shall prepare, execute and deliver to the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.Company an IRS Form 8594 consistent with such final allocation

Purchase Price Allocation. The parties agree that the Closing Merger Consideration (aincluding all other amounts treated as consideration for U.S. federal income tax purposes) As soon as practicable after shall be allocated among assets of each Acquired Company pursuant to the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation methodologies set forth on Section 2.12 of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Company Disclosure Schedules (the “Estimated Allocation of the Assumed LiabilitiesPurchase Price Methodologies”) ), and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price schedule shall be prepared after the Closing as provided in this Section 2.12 in accordance with the principles of Purchase Price Methodologies and Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (the “Purchase Price Allocation”). If Purchaser does not The parties agree that, for Tax purposes, including for purposes of determining the amount of money or fair market value of property received by the Security Holders that is attributable to unrealized receivables or inventory pursuant to Section 751(a) of the Code, the Purchase Price Methodologies shall be determinative. Within 90 days after the determination of the post-Closing adjustments to the Purchase Price pursuant to Section 2.15, Parent shall deliver written notice a copy of any dispute (an “its initial determination of the Purchase Price Allocation Dispute Notice”) to Seller Representative. Seller Representative shall, within fifteen (15) 30 days after receipt of the Estimated Allocation initial determination of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of from Parent, notify Parent if Seller Representative disagrees with such fifteen (15) day periodinitial determination, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to and if Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice Representative does not so notify Parent within such fifteen (15) 30 day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest errorbinding on the parties. Any fees payable to the Allocation Firm shall be borne equally by If Seller and Purchaser. The Estimated Allocation of the Initial Representative disagrees with such initial Purchase Price accepted by the Parties Allocation, Parent and Xxxxxx or determined by the Allocation Firm, as the case may be, Seller Representative shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon make a good faith determination effort to resolve the dispute. If Parent and Seller Representative have been unable to resolve their differences within 30 days after Parent has been notified of fair market valueSeller Representative’s disagreement with the initial Purchase Price Allocation, then Seller Representative and Parent shall each be entitled to adopt their own positions regarding the allocation of the Purchase Price among the assets of the Acquired Companies for federal income tax purposes. If the parties agree on the allocation schedule (or such is deemed accepted or rendered final), Parent and Seller’s Representative and each Security Holder agree (i) that no party will take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding, that is in any way inconsistent with the Purchase Price Allocation; provided, however, that neither party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such allocation and (ii) in the event that any adjustment is required to be made to the Purchase Price Allocation as a result of an adjustment to the Purchase Price pursuant to this Agreement, Parent shall prepare or cause to be prepared, and shall provide to Seller Representative, a revised Purchase Price Allocation reflecting such adjustment. In the event that a revised Purchase Price Allocation is required to be prepared, it shall be subject to review and resolution of timely raised disputes in the same manner as the initial Purchase Price Allocation.

Purchase Price Allocation. (a) As soon as practicable after Within five (5) days following the date of this AgreementAuction Date and prior to the Closing Date, Seller Purchaser shall prepare and deliver to Purchaser: (i) the Sellers a proposed schedule setting forth the allocation of the Assumed Liabilities by country based on an estimate of the fair market values of Purchase Price among the Purchased Assets andof each Seller, if required by applicable Law, an allocation by asset category within a particular country pursuant to (and to the “Estimated Allocation of the Assumed Liabilities”extent necessary to comply with) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations applicable regulations promulgated thereunderthereunder (or any similar provision under applicable Law) (the “Proposed Allocation Statement”) for the Sellers’ approval, such approval not to be unreasonably withheld, conditioned or delayed. If The Sellers shall have five (5) days following the delivery of the Proposed Allocation Statement during which to notify Purchaser does not deliver written notice of any dispute in writing (an “Allocation Dispute NoticeNotice of Objection”) within fifteen of any objections to the Proposed Allocation Statement, setting forth in reasonable detail the basis of their objections. If the Sellers fail to deliver an Allocation Notice of Objection in accordance with this Section 10.2(a), the Proposed Allocation Statement shall be conclusive and binding on the parties and shall become the “Final Allocation Statement.” If the Sellers submit an Allocation Notice of Objection, Purchaser and the Sellers shall use their commercially reasonable efforts to agree on the allocation of the Purchase Price among the Sellers and the Purchased Assets of each Seller as promptly as practicable following receipt of such Allocation Notice of Objection, but in any event no later than five (155) days after following receipt of the Estimated such Allocation Notice of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenObjection. If Purchaser delivers the parties are unable to agree on an Allocation Dispute Notice allocation within such fifteen five (155) day day-period, the Parties and Xxxxxx shall use reasonable best efforts Proposed Allocation Statement, as amended to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect reflect those changes agreed to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may beparties during such five (5) day-period, shall be the “Final Allocation Statement. The portion of the Initial Purchase Price”. The Price allocated to each Purchased Asset pursuant to the Final Allocation Statement is referred to herein as the “Allocated Value” of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuesuch Purchased Asset.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared allocated among the Assets in accordance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations regulations promulgated thereunder. Upon the completion by the Purchaser's independent accountants of an audit of the Seller's financial records (as defined in Section 5.5 hereof), the Seller and the Shareholders and the Purchaser shall jointly prepare within 10 days of such audit a schedule for the allocation of the Purchase Price as contemplated by the immediately preceding sentence (the "Purchase Price Allocation Schedule"). If the Seller and the Shareholders, on the one hand, and the Purchaser, on the other, in good faith disagree with the Purchase Price Allocation Schedule, then either party may notify the others in writing of such disagreement (the "Notice of Disagreement"). The Notice of Disagreement shall set forth in reasonable detail the basis for the disagreement. Thereafter, the Seller and the Shareholders and the Purchaser shall attempt in good faith to resolve and finally determine the Purchase Price Allocation Schedule. If the Seller and the Shareholders and the Purchaser are unable to resolve the disagreement within 30 days after the delivery of the Notice of Disagreement, the Seller and the Shareholders and the Purchaser shall select a mutually acceptable, nationally recognized independent accounting firm (the "Independent Accountant") which does not deliver then have a material relationship with, the Purchaser, the Seller or the Shareholders to resolve the disputed items and make a determination with respect thereto. Such determination will be made, and written notice of any dispute (an “Allocation Dispute Notice”) thereof given to the Seller and the Shareholders and the Purchaser within fifteen (15) 30 days after receipt such selection. The determination by the Independent Accountant shall be final, binding and conclusive upon the parties hereto. The scope of the Estimated Allocation Independent Accountant's engagement (which shall not be an audit) shall be limited to the resolution of the Initial Purchase Priceitems contained in the Notice of Disagreement, and the Estimated Allocation recalculation, if any, of the Initial Purchase Price Allocation Schedule in light of such resolution and such firm shall be deemed the Final Allocation to be acting as experts and not as arbitrators. One-half of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day periodfees, Purchaser may accept the Estimated Allocation costs and expenses of the Initial Purchase Price Independent Accountants, if any, will be borne by delivering written notice to that effect to the Purchaser and the balance by the Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueShareholders.

Purchase Price Allocation. No later than thirty (a30) As soon as practicable days after the date of this AgreementPost-Closing Adjustments become final pursuant to Section 2.6, Seller Purchaser shall prepare and deliver to Purchaser: (i) the Seller a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Cash Consideration and Closing Working Capital (the “Estimated Allocation of the Assumed Liabilities”as adjusted pursuant to Section 2.6) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the those other items included in “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles consideration” for purposes of Section 1060 of the Code (the “Section 1060 Consideration”) among the Purchased Assets (the “Draft Allocation”). Any asset included in the determination of Closing Working Capital as finally determined shall be valued at the same amount for purposes of the Draft Allocation. Tangible assets transferred pursuant to this Agreement shall be listed in the Draft Allocation, and such tangible assets shall be valued in compliance with Sections 6011(c)(10) and 6012 (c)(10) of the Treasury Regulations promulgated thereunderCalifornia Sales and Use Tax Law. The Seller may notify Purchaser in writing of any objections to the Draft Allocation within thirty (30) days after Seller’s receipt thereof, which notice shall include reasonable detail of the nature of each disputed item. If Purchaser the Seller does not deliver written provide a dispute notice of any dispute within such thirty (an 30) day period, the Draft Allocation shall conclusively be deemed the “Allocation Dispute NoticeFinal Allocation”, which shall be final and binding upon all parties hereto (each a “Party”) and shall not be subject to dispute or review. If the Seller provides a dispute notice within such thirty (30) day period to the Draft Allocation, then for a period of up to fifteen (15) days after Purchaser’s receipt of the Estimated Allocation of dispute notice, Purchaser and the Initial Purchase PriceSeller shall use good faith commercially reasonable efforts to resolve any dispute, and if all disputed items are so resolved, the Estimated Draft Allocation of the Initial Purchase Price shall be deemed revised to reflect such resolution and shall become the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenAllocation. If Purchaser delivers an Allocation Dispute Notice and the Seller are unable to resolve all disputed items within such fifteen (15) day period, the Parties Purchaser and Xxxxxx Seller shall use reasonable best efforts submit only those disputed items that have not been resolved by Purchaser and the Seller to resolve such dispute during the an Independent Accounting Firm for resolution. The Independent Accounting Firm shall determine any disputed items within thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect days after they are submitted to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”)it. The Allocation Firm shall be requested Independent Accounting Firm’s determination as to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm each disputed item shall be final and bindingbinding upon the Purchaser and Seller, absent manifest errorand the Draft Allocation shall be revised in accordance with the Independent Accounting Firm’s determination and shall become the Final Allocation. Any The fees payable to and expenses of the Allocation Independent Accounting Firm in performing their determination under this Section 2.12 shall be borne equally by Seller Purchaser, on the one hand, and Purchaser. The Estimated Allocation the Seller, on the other hand, in proportion to the relative aggregate dollar amounts of the Initial Purchase Price accepted disputed items that are determined adversely to Purchaser, on the one hand, and the Seller, on the other hand, by the Parties Independent Accounting Firm. Purchaser and Xxxxxx Seller shall not take any position, whether on audit, in Tax Returns or determined otherwise, that is inconsistent with the Final Allocation, unless required to do so by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueapplicable Law.

Purchase Price Allocation. (a) As soon as practicable Within 150 days after the date of this AgreementClosing, Seller Buyer shall prepare and deliver to Purchaser: (i) propose a proposed purchase price allocation of the Assumed Liabilities by country based on an estimate of the fair market values of among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country and the Significant Owner Agreements (the “Estimated Allocation of the Assumed LiabilitiesPurchase Price Allocation”) to Sellers Representative for its review and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets andapproval, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price which shall be prepared in accordance a manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) Within thirty days after receipt following Buyer’s delivery of the Estimated Allocation of the Initial Purchase PricePrice Allocation, the Estimated Allocation of Sellers Representative shall inform the Initial Buyer in writing whether it has approved the Purchase Price shall be deemed Allocation (and in the Final Allocation of event that the Initial Purchase Price for all purposes hereunder. Prior Sellers Representative fails to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, respond in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice writing within such fifteen (15) 30-day period, the Parties Sellers Representative shall be deemed to have approved the Purchase Price Allocation). Provided that the Sellers Representative approves the Purchase Price Allocation, all Tax Returns filed by the Sellers and Xxxxxx shall use reasonable best efforts the Buyer (such as IRS Form 8594 or any other forms or reports required to resolve such dispute during the thirty (30) day period following Seller’s receipt be filed pursuant to Section 1060 of the Code or any comparable provisions of applicable law (“Section 1060 Forms”)) shall be prepared in a manner consistent with the Purchase Price Allocation, except to the extent otherwise required by a determination (within the meaning of Section 1313(a) of the Code); provided, however, that (i) Buyer’s cost for the Purchased Assets and the Significant Owner Agreements 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 amount so allocated, (ii) the amount realized by Sellers may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax purposes, and (iii) neither Sellers or any of their Affiliates nor Buyer or any of its Affiliates will be obligated to litigate any challenge to the Purchase Price Allocation Dispute Notice from Purchaserby a Governmental Authority. In the event of an adjustment to the Purchase Price, Sellers Representative and Buyer agree to adjust the Purchase Price Allocation in a reasonable manner to reflect such adjustment. If any Governmental Authority disputes the Parties Purchase Price Allocation, the party receiving notice of the dispute shall promptly notify the other party and Xxxxxx do each party shall keep the other reasonable informed of material developments of any such dispute. Notwithstanding the foregoing, if Sellers Representative does not approve the Purchase Price Allocation then none of the Buyer, any Seller, nor any of their Affiliates shall be required, pursuant hereto, to file any Tax Returns or otherwise take any positions, in each case that are consistent with the Purchase Price Allocation or the allocation of the other party, but instead each party may allocate the consideration among the Purchased Assets and the Significant Owner Agreements in a manner it considers appropriate and file its Tax Returns in a manner consistent with its allocation. In addition, the parties hereto agree upon a final resolution with respect that to the Estimated Allocation extent there are any assets being transferred by the Sellers under this Agreement that are not eligible for installment reporting under Section 453 of the Initial Purchase Price within Code, such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price assets shall be submitted immediately treated as being transferred for the cash payable at Closing; provided, however, that Seller agrees that (1) Buyer has not made any representation or warranty to an internationally recognized, independent accounting or valuation firm reasonably acceptable Seller as to the Parties Tax consequences of agreeing to treat such assets as being transferred for the cash payable at Closing and Xxxxxx (2) no Buyer Party shall have any liability to any Seller Indemnified Party under this Agreement arising from its agreement to treat such assets as being transferred for the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees cash payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueClosing.

Purchase Price Allocation. The Purchase Price (aplus any items to the extent properly taken into account under Section 1060 of the Code) As soon shall be allocated among the assets of the Group Companies properly treated as practicable after the date of acquired for Tax purposes pursuant to this Agreement, Seller shall prepare in accordance with Sections 1060 and deliver to Purchaser: (i336(e) a proposed allocation of the Assumed Liabilities Code, as applicable, and the Treasury Regulations thereunder (the “Purchase Price Allocation”) in accordance with Exhibit E. Within 90 calendar days after the Closing Statement becomes final, Purchaser shall deliver the Purchase Price Allocation to Parent. Parent shall have the right to review and raise any objections in writing to the Purchase Price Allocation during the 20-day period after receipt thereof. If Parent does not raise any objections in accordance with the procedures set forth in this Section 5.07(f), Parent shall be deemed to have agreed to the Purchase Price Allocation and the Purchase Price Allocation shall become the final Purchase Price Allocation. If Parent raises an objection in writing in accordance with the procedures set forth in this Section 5.07(f), the parties shall negotiate in good faith to resolve the dispute. If Purchaser and Parent are able to finally agree on a purchase price allocation pursuant to this Section 5.07(f), that allocation shall be the “Final Purchase Price Allocation”. If Purchaser and Parent are unable to reach a timely agreement regarding the Purchase Price Allocation, each party shall be entitled to adopt its own position regarding the Purchase Price Allocation with no responsibility or liability with respect to the other party’s position. If the Final Purchase Price Allocation is agreed, Purchaser and Parent agree to (x) be bound by country based the Final Purchase Price Allocation, (y) act in accordance with the Final Purchase Price Allocation in the preparation of financial statements and filing of all Tax Returns (including with respect to IRS Form 8594 and IRS Form 8883) and (z) take no position inconsistent with the Final Purchase Price Allocation on an estimate of the fair market values of the Purchased Assets and, if any Tax Return unless otherwise required by applicable Law. The parties shall, an allocation by asset category within a particular country (in good faith, make adjustments to the “Estimated Final Purchase Price Allocation of as necessary to account for any adjustments to the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of In the Initial event that any Taxing Authority disputes the Final Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase PriceAllocation, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Parent or Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be use reasonable best efforts to promptly notify the “Final Allocation other party in writing of the Initial Purchase Price”. The Final Allocation nature of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuesuch dispute.

Purchase Price Allocation. (a) As soon as practicable after The parties will allocate the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation applicable portions of the Assumed Liabilities by country based on an estimate of the fair market values of Purchase Price paid to Seller among the Purchased Assets andAssets, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provisions of state, local, or foreign Law, as appropriate) (the “Allocation”). If Purchaser does not Seller will prepare and deliver written notice to Buyer a draft schedule documenting the proposed Allocation within thirty (30) days following full execution of any dispute this Agreement. Buyer shall have thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt delivery of the Estimated draft Allocation from Seller to propose any changes. The parties will work cooperatively and in good faith to mutually agree on the Allocation within thirty (30) days of Seller’s delivery of the Initial Purchase Price, the Estimated proposed Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunderand in no event later than ten (10) business days prior to Closing. Prior to the end of In undertaking such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day periodgood faith negotiations, the Parties will give particular attention to the amounts of the Purchased Assets allocated to the Parties, as referenced in Section 9.07, so as to result in full payment for such Purchased Assets to be made at Closing in accordance with and Xxxxxx shall use reasonable best efforts pursuant to resolve Section 9.07. In the event that the parties are unable to mutually agree on the Allocation within such dispute during the thirty (30) day period following Seller’s receipt of (as the Allocation Dispute Notice from Purchaser. If the Parties same may be extended by mutual agreement), Buyer and Xxxxxx do not agree upon a final resolution with respect Seller shall submit to the Estimated Allocation of Accounting Firm for review and final and binding resolution any and all matters that remain in dispute. Buyer and Seller shall use commercially reasonable efforts to cause the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Accounting Firm shall be requested to render a determination decision resolving the matters in dispute and finalize the Allocation within thirty (30) days. The fees and expenses of the applicable dispute within fifteen (15) days after referral of Accounting Firm pursuant to this Section 9.06 shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the matter to such Allocation Accounting Firm, which determination must proportional allocations shall also be in writing and must set forth, in reasonable detail, determined by the basis thereforAccounting Firm. The determination of After the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted is mutually agreed upon by the Parties and Xxxxxx parties or determined by the Allocation Accounting Firm, as the case may be, shall be the “Final Allocation (i) each of the Initial Purchase Price”. The Final Allocation parties agrees to prepare and file all applicable Tax Returns, information returns, forms and other Tax reports and documents (and attachments thereto) in a manner wholly consistent with such allocation; and (ii) no party shall take any position inconsistent with such allocation on any Tax Return or in any audit or judicial or administrative proceedings (except to the extent otherwise required by a final “determination” within the meaning of Section 1313(a) of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueCode).

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare Buyer and deliver to Purchaser: Sellers agree that (i) a proposed allocation the Class C Cash Consideration plus the Class C Net Closing Cash Adjustment and Class D Cash Consideration plus the Class D Net Closing Cash Adjustment (plus liabilities of the Assumed Liabilities by country based on an estimate relevant entities and other amounts required to be taken into account under Sections 751 and 1060 of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Code) (the “Estimated Allocation Allocable Amount”) will be allocated among the assets of LDLH and KYLH (and their subsidiaries, as applicable), respectively, in a manner consistent with Sections 751 and 1060 of the Assumed Liabilities”Code. On or prior to the date that is sixty (60) and (ii) a days after the Closing Date, Buyer shall provide to the Sellers’ Representative Buyer’s proposed allocation allocations of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within Allocable Amount in a particular country (the “Estimated Allocation of the Initial Payment”, manner consistent with Sections 751 and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the Within thirty (30) day period following Seller’s receipt days after the date of the delivery by Buyer to the Sellers’ Representative of Buyer’s proposed allocation of the Allocable Amount, the Sellers’ Representative shall deliver written notice to Buyer (the “Seller Allocation Dispute Notice”) of any proposed changes to such allocations. Should the Sellers’ Representative fail to timely deliver a Seller Allocation Notice from Purchaserto Buyer, Sellers shall be deemed to have agreed with Buyer’s proposed allocation of the Allocable Amount upon the expiration of such 30-day period. If Should the Parties Sellers’ Representative timely deliver a Seller Allocation Notice, the Sellers’ Representative and Xxxxxx do Buyer shall negotiate in good faith to resolve any disputed items set forth therein. Should the parties fail to resolve any disputed items within 30 days of timely delivery of a Seller Allocation Notice, the parties shall submit the disagreement to resolution by the Accounting Expert. Such allocation, as agreed in writing by the parties or as determined by the Accounting Expert, shall be referred to herein as the “Final Allocation.” The costs and expenses of the Accounting Expert in connection with such determination shall be borne by 50% by Buyer and 50% by the Sellers’ Representative. The Final Allocation shall be revised to take into account subsequent adjustments to the Merger Consideration in the manner provided by Sections 751 and 1060 of the Code and the Treasury Regulations thereunder. Buyer and Sellers shall file all Tax Returns and information reports in a manner consistent with the Final Allocation and shall not agree upon take any position with respect to Taxes which is inconsistent with such Final Allocation, as finally determined, except in both cases as otherwise required by a final resolution Final Determination. For the avoidance of doubt, nothing in this Section 6.1(i) shall be interpreted to impose on Buyer any responsibility for making calculations under Sections 751 of the Code with respect to the Estimated Allocation deemed sale by Sellers of their equity interests in KYLH and LDLH, and Sellers shall have the Initial Purchase Price within such fifteen sole responsibility for making their own calculations under Section 751 (15based on the allocation as determined under this Section 6.1(a)(i)) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable with respect to the Parties deemed sale by Sellers of their equity interests in KYLH and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueLDLH.