Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180) days after The parties agree that the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) portion of the Purchase Price (plus Assumed Liabilities, allocated to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 purchase of the IRC Trident Shares that are shares of Trident ECP is $1.00 and that the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs remainder of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant allocated to this Agreementthe Trident Shares that are shares of Trident ECG, the Allocation shall be adjusted MECG Units, the VECG Units and the ETCF Units. The Buyer shall, within 90 days following the Closing, submit to the Seller Representative an initial determination of the allocation among the assets of ECG of the portion of the Purchase Price as mutually agreed by Buyer determined for U.S. federal income Tax purposes allocated to the purchase of the MECG Units, the VECG Units and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) the ETCF Units consistent with the Allocationprinciples set forth on Schedule 7.5 of the Disclosure Schedules. Within 30 days of receipt, the Seller Representative shall notify Buyer if it disagrees with such initial determination, and (bif it does not so notify the Buyer within such 30 day period the initial determination shall be final and binding on the parties. If the Seller Representative disagrees with such initial determination, the Seller Representative and the Buyer shall make a good faith effort to resolve the dispute. If the Seller Representative and the Buyer have been unable to resolve their differences within 30 days after the Buyer has been notified of the Seller Representative’s disagreement with the initial determination, then any remaining disputed issues shall be submitted to the Independent Accounting Firm, which shall resolve the disagreement in a final binding manner in accordance with the dispute resolution procedure set forth in Section 2.6(c) neither Buyer nor Seller will applied mutatis mutandis. The parties shall report and file their respective Tax Returns in accordance with the allocation as finally determined and shall not take any position on any Tax position before any Governmental Body or Return, in any Proceeding with respect to Tax audit, administrative, or judicial proceeding, or otherwise that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment treatment except as otherwise required by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1applicable Law.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing DateAcquirors and Sellers agree to allocate, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of for U.S. federal income tax purposes, the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), and any other consideration as adjusted pursuant to Section 3.2, among the Assets determined for U.S. federal income tax purposes (together with the Purchase Price, the “Tax Consideration”) among the GP Interests, the Up-C Interests and the Class A Interests as set forth on Schedule 6.12(b). Acquirors and Sellers agree to use commercially reasonable efforts to allocate the Tax Consideration among the assets of each applicable state and local) TGE Entity in a manner consistent with applicable U.S. federal income Tax purposes in accordance with tax rules, including Section 1060 of the IRC Code and, as applicable, Sections 743(b), 751 and 755 of the Code. Acquirors and Sellers agree to treat and report the transactions contemplated by this Agreement in all respects consistent with such agreed allocation, if any, for purposes of any U.S. federal and applicable state income Taxes (including any statements required under Treasury Regulations thereunder. If Buyer Section 1.751-1(a)(3) and Seller are unable to resolve any dispute regarding allocation required under Section 755 of the Allocation within such one hundred eighty (180Code) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way action inconsistent with such Allocationagreed allocation, if any, except as required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer no Acquiror or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required unreasonably impeded in its ability and discretion to litigate before negotiate, compromise or settle any court any proposed Tax deficiency audit, claim or adjustment by any Governmental Body challenging similar Proceedings in connections with such Allocationallocations. If Acquirors and Sellers cannot agree on an allocation or methodology, they will report for Tax purposes based on their own allocation and methodology. Each of Buyer and Seller agrees to provide the other Parties shall promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other Parties in the event writing upon receipt of an examination, notice or any pending or threatened Tax audit or other proceeding regarding assessment challenging any allocation of the Allocation determined under this Section 11.1Tax Consideration.

Purchase Price Allocation. Within one hundred eighty The Parties agree that the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the Company Assets. Seller shall prepare, and deliver to Buyer, more than thirty (18030) days after the Closing Datebefore Closing, Buyer and Seller shall use their good faith efforts to agree upon the an allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, and assumed obligations among the Company Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder (the “Allocation”). If Buyer and Seller are unable to resolve any dispute regarding shall have twenty (20) days from the receipt of the Allocation within or any update thereto to review and comment on the Allocation, after which Seller and Buyer shall reasonably agree on such one hundred eighty (180) day period, such dispute shall be resolved promptly Allocation by the CPA Firm, time of the costs Closing. Seller shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of which shall be borne equally by Buyer and Seller. If the Code following any adjustments to the Purchase Price is adjusted pursuant to this Agreement. Seller shall provide Buyer with any such updated Allocation, and Buyer shall have thirty (30) days from the receipt of the Allocation or any update thereto to review and comment on such adjustments to the Allocation, after which Seller and Buyer shall reasonably agree on such adjustments. Disputes under this Section 2.8 shall be adjusted as mutually agreed by resolved under the procedures described in Section 2.7(b). Seller and Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file report consistently with the Allocation in all Tax Returns (includingReturns, but not limited to, including IRS Form 8594) consistent , which Seller and Buyer shall timely file with the IRS, and neither Seller nor Buyer shall take any position in any return that is inconsistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or as adjusted, in any Proceeding with respect each case, unless required to Tax that is do so by a final determination as defined in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out Section 1313 of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Code.

Purchase Price Allocation. Within one hundred eighty (180) days after At the time that Sellers cause the Closing DateBalance Sheet to be delivered to Purchaser pursuant to Section 3.2(b)(i), Buyer and Seller Sellers shall use their good faith efforts also cause to agree upon be delivered to Purchaser an allocation of the allocation (the “Allocation”) applicable portion of the Purchase Price and other relevant items (plus Assumed Liabilitiesincluding, for example, adjustments to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Purchase Price) among the Assets for U.S. federal (Purchased Assets, including goodwill and applicable state and local) income Tax purposes other assets, in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder and any comparable provision of state, local or foreign law, as appropriate, prepared with the reasonable input, review and approval of Purchaser (the “Preliminary Allocation”). If Buyer Approval of the Preliminary Allocation by Purchaser, and Seller are unable to resolve the resolution of any dispute disagreement regarding the Allocation within such one hundred eighty (180) day periodPreliminary Allocation, such dispute shall be resolved promptly subject to the same time restrictions and procedures as applicable to the finalization of the Closing Balance Sheet, pursuant to Section 3.2(b)(ii). The allocation agreed to by the CPA FirmParties or determined by the Accountants, as the costs of which case may be, shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the “Final Allocation.” The Final Allocation shall be adjusted as mutually agreed binding on the Parties, to the extent permitted by Buyer Law. The Parties shall prepare and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall timely file all applicable federal and state income Tax Returns forms (including, but not limited to, IRS including Internal Revenue Service Form 8594) in a manner consistent with the Final Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding cooperate with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the each other in the event preparation of an examinationsuch forms, audit and furnish each other with a copy of the final version of Form 8594 within a reasonable period before the filing date thereof. Except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or other proceeding regarding any comparable provision of any state, local or foreign law), none of the Parties shall take a position inconsistent with the Final Allocation determined under this on any Tax Return (including any forms required to be filed pursuant to Section 11.11060 of the Code), or otherwise. The Parties recognize that the Final Allocation will not include Purchaser’s acquisition expenses or Sellers’ selling expenses, and Purchaser and Sellers will unilaterally allocate such expenses appropriately.

Purchase Price Allocation. Within one hundred eighty (180) No later than 90 days after following the Closing Date, Buyer and Seller the Purchasers shall use their good faith efforts to agree upon provide the Sellers with a proposed allocation (the “Allocation”) of the Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Liabilities among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance Purchased Assets. If the Sellers do not deliver a written notice disagreeing with Section 1060 the Purchasers’ proposed allocation within 30 days following the Sellers’ receipt thereof, the proposed allocation shall be final. If the Sellers deliver a written notice disagreeing with the Purchasers’ proposed allocation within 30 days following the Sellers’ receipt thereof, the Parties shall use commercially reasonable efforts to resolve such dispute within 30 days following the date of the IRC dispute notice. If the Sellers and the Treasury Regulations thereunder. If Buyer and Seller Purchasers are unable to resolve any such dispute regarding the Allocation within such one hundred eighty (180) 30-day period, they shall refer such dispute to an independent accounting firm or appraisal firm jointly selected by the Parties, whose determination shall be resolved promptly by final and binding on the CPA Firm, Sellers and the costs Purchasers for all purposes of which shall be borne equally by Buyer and Sellerthis Agreement. If The final allocation of the Purchase Price is adjusted and the Assumed Liabilities among the Purchased Assets, determined in accordance with this Section 7.4(b), shall be set forth on a written schedule (the “Allocation Schedule”). The expenses, fees and costs of the independent accounting firm or appraisal firm shall be shared equally between the Sellers, on the one hand, and the Purchasers, on the other hand. The Sellers and the Purchasers agree to prepare and file any Tax Returns required to be filed with any taxing authority (including Internal Revenue Service Form 8594 and any comparable form under state, local, or foreign law) in accordance with the Allocation Schedule, except to the extent otherwise required pursuant to this Agreementa “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, the Allocation local or foreign law). Purchasers and Sellers shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before contrary thereto or inconsistent therewith in any audits or examinations by any Governmental Body Authority or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocationother proceeding; provided, however, that nothing contained herein shall prevent Buyer Purchasers or Seller Sellers from settling any proposed Tax deficiency or adjustment by any Governmental Body Authority based upon or arising out of the Allocation, Allocation Schedule and neither Buyer Purchasers nor Seller Sellers shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body Authority challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Schedule.

Purchase Price Allocation. Within The Seller and the Buyer shall, within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the to an allocation (the “Allocation”) of the Purchase Price among the Purchased Assets. If the Seller and the Buyer agree on the allocation of the Purchase Price among the Purchased Assets, then the Parties agree (plus Assumed Liabilitiesi) to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, and to jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060) in a manner consistent with such allocation and (ii) not to take any position inconsistent therewith upon examination of any Tax return, in any refund claim, or in any litigation or investigation or otherwise, unless required by applicable Laws or with the consent of the other Parties. If the Parties agree on the allocation of the Purchase Price among the Purchased Assets, then the Seller and the Buyer agree that each will furnish to the extent other a copy of Form 8594 proposed to be filed with the Internal Revenue Service by such Party or any Affiliate thereof within ten (10) days prior to the filing of such form with the Internal Revenue Service. If the Parties agree on the allocation of the Purchase Price among the Purchased Assets, then the Buyer further agrees that if the amount of the Purchase Price allocated to any of the Purchased Assets by the Seller or the Buyer increases (or decreases) after the taxable year that includes the Closing Date, the Seller and the Buyer shall file “Supplemental Asset Acquisition Statements” on Form 8594 with their respective income tax returns for the taxable year in which the increase (or decrease) is properly taken into account under account. Notwithstanding anything to the IRC)contrary in this Section 2.6.2, as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If if Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding reach agreement with respect to Tax that is in any way inconsistent the allocation, they each may file separately Form 8954 with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1their respective federal income tax returns.

Purchase Price Allocation. Within one hundred eighty The Seller and the Buyers agree to allocate the Purchase Price, including any additional amounts paid by Xxxxx Tulsa in respect of the Hydrocarbon Inventory, Capex Amounts and the Assumed Liabilities, among the Assets in accordance with their relative fair market values as reasonably determined by Xxxxx Tulsa and HEP Tulsa taking into account any third party appraisals not later than 30 days after Xxxxx Tulsa and HEP Tulsa complete their post-closing appraisal of the Assets. The Seller and each Buyer agrees (180i) to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, and to prepare Forms 8594 (Asset Acquisition Statement under Section 1060) in a manner consistent with such allocation and (ii) not to take any position inconsistent therewith upon examination of any Tax return, in any refund claim, or in any litigation or investigation or otherwise, unless required by applicable Laws or with the consent of the other Party. Each Party agrees that it will furnish to the other a copy of Form 8594 proposed to be filed with the Internal Revenue Service by such Party or any Affiliate thereof within ten (10) days prior to the filing of such form with the Internal Revenue Service. Each Buyer further agrees that if the amount of consideration allocated to any of the Assets by the Seller or such Buyer increases (or decreases) after the taxable year that includes the Closing Date, the Seller and such Buyer and Seller shall use file “Supplemental Asset Acquisition Statements” on Form 8594 with their good faith efforts to agree upon respective income tax returns for the allocation taxable year in which the increase (the “Allocation”or decrease) of the Purchase Price (plus Assumed Liabilities, to the extent is properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1account.

Purchase Price Allocation. Within one hundred eighty (180) The parties agree that the within 60 days after the Closing Date, Buyer and Seller the parties shall use their good faith efforts to agree upon the an allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilitiesfor federal Income Tax purposes between the Shares and the Assets, provided that the amount allocated to the extent properly taken into account under Assets shall not be in excess of the IRCamount set forth on Schedule 7.05(b)(i), as adjusted . The portion of the Purchase Price allocated to the Assets pursuant to Section 3.2, the foregoing sentence shall be allocated for federal Income Tax purposes among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 such agreement (“Asset Allocation”). The “aggregate deemed sale price” within the meaning of the IRC U.S. Treasury Regulations under Section 338(h)(10) shall be allocated among the assets of Consulting in accordance with Schedule 7.05(b)(ii) (the “Section 338 Allocation”). The Asset Allocation and the Treasury Regulations thereunder. If Section 338 Allocation determined in accordance with the procedures set forth in this Section 7.05(b) shall be conclusive and binding upon the Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Sellerrelevant Shareholders. If the Purchase Price is adjusted pursuant to this Agreement, the The Section 338 Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, used in preparing IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for under state or local Tax purposesLaw). Each The parties agree to file and agree to cause the Company to file all federal, state, local and foreign Tax Returns in accordance with the Asset Allocation and Section 338 Allocation (as originally proposed or as revised in accordance with this Agreement, as the case may be) and, except as required pursuant to a final determination (as defined in Section 1313(a) of Buyer the Code or corresponding provisions of state or local Law), not to take, or cause to be taken, any action that would be inconsistent with such Section 338 Allocation or Asset Allocation in any Tax Return, audit, litigation or otherwise. Any payment treated as an adjustment to purchase price of the Shares or the Assets shall be reflected as an adjustment to the price allocated to a specific asset, if any, giving rise to the adjustment and Seller if any such adjustment does not relate to a specific asset, such adjustment shall notify be allocated among the other Shares and the Assets in accordance with the event of an examination, audit or other proceeding regarding the Allocation determined under price allocation methodology provided in this Section 11.17.05(b).

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing DateThe Parties shall endeavor in good faith, Buyer and Seller shall use their good faith efforts as soon as is reasonably practicable, to agree upon the allocation (the “Allocation”) of allocate the Purchase Price (plus Assumed Liabilitiesand any other consideration provided by DISH pursuant to this Agreement as determined for federal income tax purposes) among the ICO Claims, the Priority Rights, the Assets Call Right, the Restructuring Support Agreement, the License Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Call Right (and any other assets acquired by DISH pursuant to this Agreement as determined for federal income Tax purposes) (collectively, the extent properly taken into account under “Acquired Assets”) based on the IRC)fair market value of the respective Acquired Assets (such allocation, as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly agreed upon by the CPA FirmParties, the costs of which “Purchase Price Allocation”). The Parties shall be borne equally by Buyer and Seller. If revise the Purchase Price is adjusted pursuant Allocation from time to this Agreement, the Allocation shall be adjusted time as mutually agreed to take into account any Purchase Price adjustment (including without limitation, any indemnification payment made pursuant to Article VII). Except as required by Buyer applicable Law, each Party shall (i) be bound by the Purchase Price Allocation, as revised from time to time, for purposes of determining any Taxes, (ii) prepare and Seller. Buyer file, and Seller covenant cause its affiliates to prepare and agree that (a) Buyer and Seller shall file all file, its Tax Returns (including, but not limited towithout limitation, IRS Internal Revenue Service Form 85948594 and any comparable form under state, local or foreign Tax Law) on a basis consistent with the Purchase Price Allocation, and (biii) neither Buyer nor Seller will take no position, and cause its affiliates to take no position, inconsistent with the Purchase Price Allocation on any applicable Tax position Return, in any proceeding before any Governmental Body taxing authority or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocationotherwise. Each of Buyer and Seller Party agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other Party in the event of an examinationthat any Governmental Entity takes or proposes to take a position for Tax purposes that is inconsistent with the Purchase Price Allocation, audit or other proceeding regarding the Allocation determined under this Section 11.1as revised from time to time.

Purchase Price Allocation. Within one hundred eighty sixty (18060) days after following the Closing DateClosing, Buyer and Seller shall use their good faith efforts deliver to agree upon the Sellers a proposed allocation (the “Allocation”) of the Purchase Price (plus including the Assumed Liabilities, to the extent Liabilities and any other amounts properly taken into account under the IRC), as adjusted pursuant to Section 3.2, included therein) among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 thereunder (and any similar forms required for state provision of state, local or local Tax purposesforeign law, as applicable). Each Sellers shall have thirty (30) days following receipt of Buyer’s proposed allocation to review and comment on such proposed allocation and Buyer shall consider such comments in good faith. Thereafter, Buyer shall provide Sellers with Buyer’s final allocation schedule (the “Final Allocation”). Sellers and Buyer agree to cooperate with each other in preparing IRS Form 8594 (including any subsequent adjustments required thereto) in a manner consistent with such Final Allocation, and to furnish the other with a copy of such form prepared in draft form within a reasonable period before its filing due date. If such Final Allocation is disputed by any Tax authority or other Governmental Body, Buyer or any Seller shall receiving notice of such dispute will promptly notify the other Party and the Parties will use their reasonable best efforts to sustain the Final Allocation. Neither Buyer nor Sellers shall take any position (including in any Tax Returns, reports, audits or otherwise) that is inconsistent with such allocation, unless otherwise required pursuant to a final determination by a court of competent jurisdiction or pursuant to a closing agreement with the event IRS entered into pursuant to Section 7121 of an examination, audit or other proceeding regarding the Allocation Code. The Purchase Price allocation determined under in connection with this Section 11.111.3 shall be utilized for Tax reporting purposes only. For the avoidance of doubt, such allocation shall not be binding upon any Party for purposes other than Tax reporting or used as evidence, or for any other purpose, in connection with any dispute regarding valuation or allocation of the Purchase Price and/or Assumed Liabilities.

Purchase Price Allocation. (a) Within one hundred eighty ninety (18090) days after the Closing Date, Buyer Purchaser shall prepare and Seller shall use their good faith efforts deliver to agree upon the allocation Sellers a statement (the “Allocation”) of ), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Shares of each Conveyed Entity and any Non-Transferred Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and Code. Sellers shall notify Purchaser of any disagreement within fifteen (15) Business Days of Sellers’ receipt of the Treasury Regulations thereunderproposed Allocation. If Buyer and Seller are unable to resolve any Any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly pursuant to the procedures set forth below in Section 2.8(b). Each of Sellers, on the one hand, and Purchaser, on the other hand, shall (x) be bound by the CPA FirmAllocation for purposes of determining any Taxes; (y) prepare and file, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant cause its Affiliates to this Agreementprepare and file, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all its Tax Returns (including, but not limited to, IRS Form 8594) on a basis consistent with the Allocation; and (z) take no position, and (b) neither Buyer nor Seller will cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Tax position before any Governmental Body Return or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate proceeding before any court any proposed Tax deficiency Taxing Authority or adjustment by any Governmental Body challenging such Allocationotherwise. Each of Buyer Sellers, on the one hand, and Seller agrees to provide Purchaser on the other promptly with hand, will each report, on the appropriate IRS form and any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for corresponding state or local Tax purposes)form, the federal, state and local income and other tax consequences of the purchase and sale contemplated by this Agreement. Each In the event that the Allocation is disputed by any Taxing Authority, the Party receiving notice of Buyer and Seller the dispute shall promptly notify the other Party hereto, and Sellers and Purchaser agree to use their commercially reasonable efforts to defend such Allocation in any audit or similar proceeding. Any adjustments to the Purchase Price pursuant to this Agreement shall be allocated to and among in the event same proportion as the original Allocation of an examinationthe Purchase Price among the Shares of each Conveyed Entity and any Non-Transferred Assets to the extent permitted by applicable Law. Notwithstanding the foregoing, audit or other proceeding regarding prior to Closing, Sellers and Purchaser shall agree upon a valuation for the Allocation determined under this Section 11.1Irish Shares and any Real Property, to be used in connection with any Transfer Taxes and relevant Tax Returns. In addition, cooperation shall be given to Sellers to determine tentative allocations for purposes of any Transfer Taxes and relevant Tax Returns due prior to the ninety (90) days identified in the foregoing.

Purchase Price Allocation. Within one hundred eighty sixty (18060) days after the Closing Date, the OpCo Buyer shall prepare and deliver to the Seller shall use their good faith efforts to agree upon a schedule allocating the allocation (the “Allocation”) of the Membership Interests Purchase Price (plus Assumed Liabilities, to and any Liabilities of the extent properly Company and the Company Subsidiaries and other items taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (income tax purposes) among the assets of the Company and applicable state and local) income Tax purposes the Company Subsidiaries in accordance a manner consistent with Section 1060 of the IRC Code and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within promulgated thereunder (such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firmstatement, the costs of which shall be borne equally by “Purchase Price Allocation Schedule”) for the Seller’s review and comment. In the event the Seller and the OpCo Buyer and Seller. If cannot agree as to the Purchase Price Allocation Schedule within thirty (30) days of the OpCo Buyer’s delivery of the initial draft of the Purchase Price Allocation Schedule to the Seller, each of the Seller and the OpCo Buyer shall be entitled to take its own position in any Tax Return, Tax proceeding or audit. If there is adjusted pursuant to this Agreementa final Purchase Price Allocation Schedule, the Seller and the OpCo Buyer agree to use the allocations set forth on the final Purchase Price Allocation shall be Schedule (as adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (ato reflect any adjustments to the Membership Interests Purchase Price) Buyer and Seller shall file for all Tax Returns purposes (includingincluding the preparation and filing of all relevant federal, but not limited tostate, IRS Form 8594local and foreign Tax Returns) consistent with and neither the Allocation, and (b) neither Seller nor the OpCo Buyer nor Seller will shall take any position inconsistent with such allocations on any Tax position before any Governmental Body Return or in any Proceeding with respect Tax Action, in each case, except to the extent otherwise required pursuant to a change in Law or the good faith resolution of a Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Action.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer Seller and Seller Purchaser shall use their good faith efforts to agree upon the allocation (the “Allocation”) of allocate the Purchase Price and the Assumed Liabilities in the manner required by Section 1060 of the Code. In making such allocation, the fair market values of the Conveyed Assets will be determined in good faith by Seller and Purchaser no later than ten (plus Assumed Liabilities10) days prior to the anticipated Closing Date based on an appraisal (the "Appraisal") to be performed by an independent appraisal firm mutually acceptable to Purchaser and Buyer. The Appraisal shall value the Conveyed Assets in such a manner that New York State and Local Sales and Use Tax can be calculated at Closing. In addition, the Appraisal shall subdivide the Conveyed Assets into categories including, without limitation, telephone, internet, digital cable, analog cable, and capital improvements as defined by New York Law Sec. 1101 (9)(i) and other tangible personal Conveyed Assets. The Appraisal shall individually value any Conveyed Assets that are subject to New York State and Local Sales and Use Tax and shall determine the local jurisdiction in which such Conveyed Assets are located for New York State and Local Sales and Use Tax purposes. The first $30,000 of the fees, costs and expenses of the Appraisal shall be borne one-half by Seller and one-half by Purchaser, and Purchaser shall be solely responsible for all such fees, costs and expenses in excess of that amount. Purchaser (and its independent accountants) shall be afforded access to the books and records used in or applicable to the determination of the allocation; provided, that (i) Seller shall not be required to disclose the contents of any income tax returns and (ii) Seller may redact such portions of any books and records that it deems confidential. Seller will provide to Purchaser copies of Form 8594 and any required exhibits thereto, consistent with the allocations of this Section 2.5. The parties agree that, to the extent properly taken into account under the IRC)required, as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent or other Tax information they may file or cause to be filed with the Allocation, any governmental entity shall be prepared and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent filed consistently with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1allocation.

Purchase Price Allocation. Within one hundred eighty (180a) days after the Closing DateFor all Tax purposes, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus any Assumed Liabilities, to Liabilities that are treated as consideration for the extent properly taken into account under Purchased Assets) shall be allocated in the IRCmanner set forth in this Section 2.7 (the “Price Allocation”), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes . Purchaser shall prepare a proposed allocation in accordance a manner consistent with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder and shall deliver such proposal to Seller for its review and approval not later than forty five (45) Business Days after the Closing Date. Seller shall notify Purchaser of its agreement to such proposal or of any modifications it wishes to make to such proposed allocation. If Buyer Seller proposes any modifications, then Seller and Purchaser will attempt to reach agreement on the Price Allocation prior to the due date for the filing of IRS Form 8594. In the event that Purchaser and Seller are unable to resolve agree on the Price Allocation prior to such due date, then each party will separately file an IRS Form 8594. In the event that Purchaser and Seller agree on the 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 dispute regarding the Allocation within timely filing required by applicable state or local Law, (ii) such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer binding on Purchaser and Seller covenant and agree that (a) Buyer and Seller shall file for all Tax Returns reporting purposes, (includingiii) 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, but not limited to, IRS Form 8594) consistent with except to the Allocationextent required by applicable Law, and (biv) neither Buyer nor Seller will take if any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with Taxing Authority disputes such Price Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out the party receiving notice of the Allocation, and neither Buyer nor Seller dispute shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other party hereto of such dispute, and the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the event effectiveness of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1such Price Allocation.

Purchase Price Allocation. Within one hundred eighty (180) The Buyer will prepare and deliver to the Sellers, within 150 days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the an allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2this Agreement, and including a proportionate share of any Liabilities of the Acquired Companies and the domestic Subsidiaries immediately following the Closing), among each of the Assets for U.S. federal (assets of the Acquired Companies and applicable state and local) income Tax purposes the domestic Subsidiaries in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within allocation methodology set forth in Exhibit H (such one hundred eighty (180) day periodallocation, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is as adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the “Purchase Price Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes”). Each of Buyer and Seller The Sellers shall notify the other Buyer in writing of any comments to such Purchase Price Allocation no later than thirty (30) days after receipt of the Purchase Price Allocation from the Buyer, and the Buyer shall consider in good faith any revisions to such Purchase Price Allocation. If the Sellers do not provide the Buyer with any comments within such period, the Purchase Price Allocation provided to the Sellers by the Buyer shall be treated by all parties as the agreed upon Purchase Price Allocation for all applicable purposes. Any subsequent adjustments to the Purchase Price shall be reflected in the event Purchase Price Allocation hereunder in a manner consistent with this Section 10.9. Unless otherwise required by Applicable Law, none of an examinationthe Parties will take or cause to be taken, audit any position or other proceeding regarding action inconsistent with the Purchase Price Allocation determined under this Agreement for any Tax reporting purpose, upon examination of any Tax Return, in any refund claim, or in any litigation, investigation, or otherwise, unless otherwise required by a “determination” (within the meaning of Section 11.11313(a) of the Code or any similar provision of other Applicable Law).

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Seller and Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of allocate the Purchase Price (plus Assumed Liabilities, and any assumed obligations or other items required to the extent properly taken into account under the IRC), be treated as adjusted pursuant to Section 3.2, purchase price for U.S. federal income tax purposes) among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and Code, the Treasury Regulations thereunder. If Buyer , and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and SellerSchedule. Buyer and Seller covenant also shall allocate and report any adjustments to the Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of the allocation pursuant to this Section 6.4(i). Buyer and Seller further acknowledge and agree that (a) Buyer and Seller shall they will file all Tax Returns and related forms (including, but not limited to, including IRS Form 8594) consistent in accordance with the Allocationthis Section 6.4(i), and (b) neither Buyer nor Seller will not make any inconsistent statement or take any inconsistent position on any Tax position before any Governmental Body or Return, in any Proceeding with respect refund claim or during the course of any Tax Proceeding, except as otherwise required pursuant to Tax a “determination” within the meaning of Section 1313(a) of the Code. Each Party will notify the other if it receives notice that the IRS proposes any allocation that is different from the allocation contemplated in any way inconsistent with such Allocationthis this Section 6.4(i); provided, however, that the Parties acknowledge and agree that (i) Buyer’s cost for the Assets may differ from the total amount allocated under this Section 6.4(i) 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 Seller may differ from the total amount allocated under this Section 6.4(i) to reflect transaction costs that reduce the amount realized for federal income tax purposes, (iii) nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body Taxing Authority based upon or arising out of the AllocationAllocation Schedule, and (iv) neither Seller nor any of their Affiliates nor Buyer nor Seller shall or any of its Affiliates will be required obligated to litigate before any court any proposed Tax deficiency or adjustment challenge to such allocation of the Purchase Price by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Taxing Authority.

Purchase Price Allocation. (i) Within one hundred eighty ninety (18090) days after following the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) final resolution of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted adjustments provided pursuant to Section 3.22.3(b), among Acquiror shall provide to NewCo a schedule which will provide for the Assets reasonable allocation of the sum of the Total Stock Purchase Consideration and other relevant items treated as purchase price for U.S. federal (and applicable state and local) income Tax purposes among the assets of the Company, which allocation shall be in accordance with Section 1060 of the IRC Code and applicable Treasury Regulations thereunder or comparable provisions of state or local Law (such schedule as finally determined pursuant to this Section 8.1(h)(i), the “Tax Allocation Statement”). Acquiror shall provide NewCo with an opportunity to review and comment on the Tax Allocation Statement in draft form. Acquiror shall incorporate all reasonable comments of NewCo the Tax Allocation Statement. In the event that any adjustment to the purchase price is paid between Acquiror and the Treasury Regulations thereunderSellers pursuant to the terms of this Agreement, Acquiror shall provide NewCo a revised Tax Allocation Statement, which revised Tax Allocation Statement shall be prepared in a manner consistent with this Section 8.1(h)(i). If Buyer (ii) Each of Acquiror, NewCo and Seller their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594, in a manner consistent with the Tax Allocation Statement as finally determined pursuant to Section 8.1(h)(i) and (B) take no position in any Tax Return, Action, S Corporation Tax Proceeding or otherwise that is inconsistent with the Tax Allocation Statement as finally determined pursuant to Section 8.1(h)(i). In the event that any of the allocations set forth in the Tax Allocation Statement are unable to resolve disputed by any dispute regarding Tax Authority, Acquiror or NewCo, as the Allocation within such one hundred eighty (180) day periodcase may be, after receiving notice of such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer notify and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent consult with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with other Person concerning the resolution of such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocationdispute. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.8.2

Purchase Price Allocation. Within one hundred eighty The Seller’s Representative and the Buyer shall, within thirty (18030) days prior to the filing the respective 2011 federal Tax Returns of Blue Dolphin, Bitter Creek and the Buyer attempt in good faith to agree to an allocation of the Purchase Price among the Assets. Should the allocation be agreed to, the Buyer, Blue Dolphin and Bitter Creek will (i) report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular report the information required by Section 1060(b) of the Code, and jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060) in a manner consistent with such allocation and (ii) not to take any position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation or otherwise, unless required by applicable Laws or with the consent of the other Parties. Blue Dolphin, Bitter Creek and the Buyer agree that each will furnish to the others a copy of Form 8594 proposed to be filed with the Internal Revenue Service by such Party or any Affiliate thereof within ten (10) days prior to the filing of such form with the Internal Revenue Service. Should the Parties not agree as to the allocation, they shall so indicate the same on their respective Form 8594 to the extent required by the Asset Acquisition Statement under IRC Section 1060. The Buyer further agrees that if the amount of the Purchase Price allocated to any of the Assets by the Seller and the Buyer increases (or decreases) after the taxable year that includes the Closing Date, the Seller and the Buyer and Seller shall use file “Supplemental Asset Acquisition Statements” on Form 8594 with their good faith efforts to agree upon respective income Tax Returns for the allocation taxable year in which the increase (the “Allocation”or decrease) of the Purchase Price (plus Assumed Liabilities, to the extent is properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1account.

Purchase Price Allocation. Within one hundred eighty The Seller and the Buyer shall use commercially reasonable efforts to agree to an allocation of the Purchase Price, the Assumed Obligations and any other items constituting consideration for applicable income Tax purposes (180to the extent known at such time) among the Purchased Assets that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder within ninety (90) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation Date (the “Allocation”) ). The Buyer shall prepare a draft of the Purchase Price (plus Assumed Liabilities, IRS Form 8594 and shall provide it to the extent properly taken into account under Seller within sixty (60) days after the IRC)Closing Date and the Seller shall provide any comments to the Buyer with respect to such Form within thirty (30) days after receipt thereof. In the event that the Seller disagrees with the Buyer’s proposed Allocation, the Buyer and the Seller shall endeavor in good faith to reach agreement as adjusted pursuant to Section 3.2the Allocation. If the Seller and the Buyer reach an agreement with respect to the Allocation, among (a) the Assets for U.S. federal (and applicable state and local) income Tax purposes Parties shall use commercially reasonable efforts to update the Allocation in accordance a manner consistent with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable Code following any adjustment to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, (b) the Seller and the Buyer shall, and shall cause their affiliates to, report consistently with the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file in all Tax Returns (includingreturns, but not limited to, including IRS Form 8594) consistent , which the Buyer and the Seller shall timely file with the IRS, and neither the Seller nor the Buyer shall take any position in any Tax return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code, and (bc) neither each of the Seller and the Buyer nor Seller will take agree to promptly advise each other regarding the existence of any Tax position before any Governmental Body audit, controversy or in any Proceeding with respect litigation related to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty ninety (18090) days after following the Closing DateClosing, Buyer Purchaser shall prepare and Seller shall use their good faith efforts deliver to agree upon Sellers’ Representative an allocation of the allocation Purchase Price among the assets of the Company (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and Code, the Treasury Regulations thereunderthereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate), and the methodology set forth on Section 6.2(i) of the Disclosure Schedule. If Buyer and Seller are unable to resolve Sellers’ Representative may dispute any dispute regarding amounts reflected on the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by providing notice to Purchaser of the CPA Firm, the costs disputed items and setting forth Sellers’ Representative’s proposed allocation of which shall be borne equally by Buyer and Seller. If the Purchase Price is and other relevant amounts. In such case, the Sellers’ Representative and Purchaser agree to consult with each other in good faith to explore whether a mutually satisfactory solution to the disputed matters, if any, can be reached. An Allocation prepared by Purchaser if not disputed by the Sellers’ Representative, or otherwise as adjusted pursuant to this Agreementany agreement between Sellers’ Representative and Purchaser, shall be binding upon the Parties. The Purchaser, the Allocation Company, the Sellers and their Affiliates shall be adjusted as mutually agreed by Buyer report, act and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all required Tax Returns (including, but not limited towithout limitation, IRS Form 8594) in all respects and for all purposes consistent with such Allocation. None of the AllocationPurchaser, and (b) neither Buyer nor Seller will Company or the Sellers shall take any position (whether in audits, Tax position before any Governmental Body Returns or in any Proceeding with respect to Tax otherwise) that is in any way inconsistent with such Allocation; providedAllocation unless required to do so by applicable Law. If Sellers’ Representative and Purchaser are unable to reach a mutually satisfactory solution to the disputed matters, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out Sellers and Purchaser may each prepare its own allocation pursuant to Section 1060 of the AllocationCode, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 Treasury Regulations thereunder (and any similar forms required for state provision of state, local, or local Tax purposesnon-U.S. Law, as appropriate), and the methodology set forth on Section 6.2(i) of the Disclosure Schedule. Each Any adjustments to the components of Buyer and Seller the Purchase Price pursuant to this Agreement shall notify the other be allocated in the event of an examination, audit or other proceeding regarding the Allocation determined under a manner consistent with this Section 11.16.2(i).

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing DateFor all Tax purposes, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price and the amount of the Assumed Liabilities shall be allocated in the manner set forth in this Section 2.6 (plus Assumed Liabilities, to the extent properly taken into account under the IRC"Price Allocation"), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes . Buyer shall prepare a proposed allocation in accordance a manner consistent with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder and shall deliver such proposal to Seller for its review and reasonable approval not later than ninety (90) Business Days after the final Purchase Price is determined hereunder. Seller shall notify Buyer of its agreement to such proposal or of any modifications it wishes to make to such proposed allocation and the basis for such modifications. If Seller proposes any modifications, then Seller and Buyer will attempt in good faith to reach agreement on the Price Allocation prior to the due date for the filing of IRS Form 8594. In the event that Seller and Buyer are unable to agree on the Price Allocation prior to such due date, then each Party will separately file an IRS Form 8594. In the event that Buyer and Seller are unable agree on the Price Allocation (i) each Party agrees to resolve timely file an IRS Form 8594 reflecting the Price Allocation for the taxable year that includes the Closing Date and to make any dispute regarding the Allocation within timely filing required by applicable state or local Law, (ii) such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. binding on Buyer and Seller covenant and agree that (a) Buyer and Seller shall file for all Tax Returns reporting purposes, (includingiii) none of Buyer or Seller or any of their respective Affiliates shall take any position inconsistent with such Price Allocation in connection with any Tax proceeding, but not limited to, IRS Form 8594) consistent with except to the Allocationextent required by applicable Law, and (biv) neither Buyer nor Seller will take if any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with Taxing Authority disputes such Price Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out the Party receiving notice of the Allocation, and neither Buyer nor Seller dispute shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other Party hereto of such dispute, and the Parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the event effectiveness of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1such Price Allocation.

Purchase Price Allocation. Within one hundred eighty At least five (1805) days after prior to the Closing DateClosing, Buyer shall deliver its proposed Allocation (as defined below) to the Sellers. Sellers and Seller Buyer shall thereafter use their good faith best efforts to agree upon on the allocation (the “Allocation”) of the . The Purchase Price (plus Assumed Liabilities, to together with the extent properly taken into account under liabilities of the IRC), as adjusted pursuant to Section 3.2, Company assumed by the Buyer) shall be allocated among the Assets for U.S. federal (and applicable state and local) income Tax purposes assets of the Company in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the "Allocation"). If Sellers and Buyer and Seller are unable to resolve any dispute regarding shall report the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file transactions contemplated hereby on all Tax Returns (Returns, including, but not limited to, IRS to Form 8594) , in a manner consistent with the Allocation. After Closing, if the adjusted Purchase Price (as computed under Article II) differs from the Purchase Price and if such difference requires an adjustment to the Allocation in order for such Allocation to comply with this Section 7.5, Sellers shall prepare such adjustment to the Allocation which adjustment shall be submitted to Buyer, and (b) neither Sellers and Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect shall use their best efforts to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or agree on the final adjustment by any Governmental Body based upon or arising out within 30 days after the determination of the Allocationadjusted Purchase Price. Buyer and its Affiliates shall timely and properly prepare, execute, file, and neither Buyer nor Seller shall be deliver all such documents, forms, and other information as Sellers may reasonably request in preparing any required adjustment to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such the Allocation. Each If, contrary to the intent of Buyer and Seller agrees to provide the other promptly with parties hereto as expressed in this Section 7.5, any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state Taxing authority makes or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of proposes an examination, audit or other proceeding regarding allocation different from the Allocation determined under this Section 11.17.5, Sellers and Buyer shall cooperate with each other in good faith to contest such Taxing authority's allocation (or proposed allocation), provided, however, that, after consultation with the party (or parties) adversely affected by such allocation (or proposed allocation), the other party (or parties) hereto may file such protective claims or Tax Returns as may be reasonably required to protect its (or their) interests.

Purchase Price Allocation. Within one hundred eighty The Purchase Price (180and other relevant items) days after will be allocated among the Closing Dateassets of the Company according to Sections 1060 of the Code and the applicable Treasury Regulations. Such allocations, Buyer and Seller shall use their good faith efforts to agree upon the allocation (of any purchase price adjustments, will be prepared consistent with the “Allocation”) methodology set forth on Exhibit 1.4. The Parties have not reached any agreement, nor do they have any mutual intent, regarding the value of any restrictive covenants set forth in Section 5.4, as distinct from goodwill, and accordingly no portion of the Purchase Price (plus Assumed Liabilitiesand other relevant items) will be allocated for federal income tax purposes to such restrictive covenants as distinct from goodwill, to regardless of any such allocation that might be required for financial reporting purposes and regardless of the extent properly taken into account under Parties’ agreement that Buyer has provided adequate consideration in exchange for such restrictive covenants. Within 60 days after the IRC), as adjusted determination of the Purchase Price pursuant to Section 3.21.3, among Bxxxx will deliver to the Assets Sellers a draft of such allocation for U.S. federal (the Sellers’ review and applicable state and local) income Tax purposes approval. Within 15 days thereafter, the Sellers will deliver to Buyer either a notice accepting the allocation prepared by Buyer, or a notice setting forth in accordance with Section 1060 of the IRC reasonable detail any objections thereto and the Treasury Regulations thereunderbasis for such objections. If the Sellers timely deliver such an objection notice, Buyer and Seller the Sellers will use good faith efforts to resolve such objections. If Bxxxx and Sellers are unable to resolve any dispute regarding mutually agree on the Allocation within allocation after such one hundred eighty (180) day periodgood faith efforts, such dispute shall the disagreement will be resolved promptly using dispute resolution procedures comparable to those described in Section 1.3(d). Except as otherwise required by Law, no Party or any Affiliate of any Party (including the Company) will take a position that is inconsistent with any allocation agreed to by the CPA FirmParties under this Section 1.3, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted or as determined pursuant to this Agreementthe dispute resolution procedures, without the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out written consent of the AllocationOther Party (which consent will not be unreasonably withheld, and conditioned or delayed); provided that neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocationallocation. Each The Parties will promptly advise each other of Buyer and Seller agrees the existence of any Proceeding related to provide the other promptly with Tax consequences of any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1allocation hereunder.

Purchase Price Allocation. As referenced in Section 5.8(j), the applicable Sellers and Buyer agree that the Purchase Price allocable to the Shares of each Electing Entity (including any adjustments thereto) and any liabilities of such applicable member of the Tiffin Group (plus other relevant items) shall be allocated among the assets of such Electing Entity for all purposes (including Tax and financial accounting) pursuant to Sections 1060 and 338 of the Code, in accordance with the principles and methodology set forth on Exhibit 1.4. Within one hundred eighty (180) 30 days after the determination of the Final Closing DateCash Payment under Section 1.3, Buyer will deliver to the Seller Representative a draft of any such allocation by legal entity based on a third-party valuation for the Seller Representative’s review and approval, which will be prepared on a basis consistent with the principles and methodology set forth on Exhibit 1.4. Within 15 days thereafter, the Seller Representative will deliver to Buyer either a notice accepting the allocation prepared by Buyer or a statement setting forth in reasonable detail any objections to it and the basis for such objections. If the Seller Representative timely delivers such a notice, Buyer and the Seller shall Representative will use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunderresolve such objections. If Buyer and Seller they are unable to resolve any dispute regarding mutually agree on an allocation, the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Sellerprocedures of Section 5.8(g) will control. Buyer and Seller covenant and agree that No Party or any Affiliate of any Party (aincluding the Tiffin Group) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take a position on any Tax position Return, before any Governmental Body Taxing Authority or in any Proceeding with respect to Tax that is in any way manner inconsistent with such Allocation; providedthe allocation, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation as finally determined under this Section 11.11.4, without the written consent of the other Parties or unless specifically required pursuant to a determination by the applicable Taxing Authority. The Parties will promptly advise each other of the existence of any Tax audit, controversy or litigation related to any allocation under this Agreement. Any adjustments to the Purchase Price allocable to the applicable Shares pursuant to Section 1.3 shall be allocated in a manner consistent with Exhibit 1.4.

Purchase Price Allocation. Within one hundred eighty As soon as practicable (180but in any event within 90 days) days after the Closing DateClosing, Buyer and Seller shall use their good faith efforts deliver to agree upon the allocation Buyer a statement (the “AllocationAllocation Statement”) allocating the consideration paid pursuant to this Agreement among the assets of the Purchase Price (plus Assumed Liabilities, Transferred Entities and the certain other assets relating to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes ETFs Business in accordance with Section 1060 of the IRC Code, it being understood that amounts allocable to unrealized profit from transferred customer contracts, if any, shall not exceed an amount equal to the amount of such fees that have accrued sixty (60) days following the Closing less allocable expenses, and any excess amounts allocable to such transferred customer contracts shall be classified as “Class VI” or “Class VII” assets. If, within 30 days after the Treasury Regulations thereunderdelivery of the Allocation Statement, Buyer notifies Seller in writing that Buyer objects to the allocation set forth in the Allocation Statement, Seller and Buyer shall use commercially reasonable efforts to resolve such dispute within 30 days. If In the event that Buyer and Seller are unable to resolve such dispute within 30 days, Buyer and Seller shall jointly cause independent accountants of nationally recognized standing reasonably satisfactory to Buyer and Seller (who shall not have any dispute regarding material relationship with Buyer, Seller or any of their respective Affiliates) (the “Accounting Referee”) promptly to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation within such one hundred eighty (180) day period, such dispute Statement shall be resolved promptly by adjusted to reflect such resolution. The costs, fees and expenses of the CPA Firm, the costs of which Accounting Referee shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant No Party shall (or shall permit any Affiliate) to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take a position on any Tax position Return, before any Governmental Body Tax Authority or in any Tax Proceeding with respect to Tax that is in any way manner inconsistent with such Allocation; providedthe Allocation Statement, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment unless specifically required pursuant to a determination by any Governmental Body based upon or arising out the applicable Taxing Authority. The Parties will promptly advise each other of the Allocationexistence of any Tax audit, and neither Buyer nor Seller shall be required controversy or litigation related to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1allocation hereunder.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer Purchaser and Seller shall use their good faith efforts to agree upon that the allocation (the “Allocation”) of the Final Closing Date Purchase Price (plus Assumed Liabilities, to the extent properly taken into account other relevant items required under the IRC)Code, as adjusted pursuant to Section 3.2, including any liabilities of the Companies) will be allocated among the Assets for U.S. federal (and applicable state and local) income Tax purposes such Company’s assets in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations thereunder and consistent with this Section 10.5. Seller will deliver its calculation of such allocation to Purchaser within sixty (60) days after the final determination of the Final Closing Date Purchase Price (the “Allocation”). In the event that Purchaser objects to the Allocation, Purchaser shall notify Seller of its objection to the Allocation within thirty (30) days of the receipt of the Allocation and the Parties will endeavor in good faith over the next fifteen (15) days to resolve such dispute. If Buyer and Seller the Parties are unable to resolve any such dispute regarding the Allocation within such one hundred eighty fifteen (180) day 15)-day period, the Parties shall submit the dispute to the Tax Referee, which will promptly determine those matters in dispute (based on written presentations from the Parties and not based on its independent review) and will render a written report as to the disputed matters (the matters determined by such dispute shall be resolved promptly Tax Referee, together with those matters that were agreed by the CPA FirmParties, the “Agreed Allocation”). The costs and expenses of which shall the Tax Referee will be borne equally split evenly by Buyer Purchaser and Seller. If the Purchase Price is adjusted pursuant to this AgreementPurchaser, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer Companies and Seller covenant and agree that (a) Buyer and Seller shall will file all any Tax Returns (including, but not limited to, IRS Form 8594) and any other governmental filings on a basis consistent with the Agreed Allocation, and (b) neither Buyer . Neither Purchaser nor Seller nor any of their respective Affiliates will take any position (whether in audits, Tax position before any Governmental Body Returns or in any Proceeding with respect to Tax otherwise) that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be Agreed Allocation unless required to litigate before any court any proposed Tax deficiency or adjustment do so by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1applicable Law.

Purchase Price Allocation. Within one hundred eighty No later than 5:00 p.m. (180central) days after on January 18, 2021, the Closing Date, Buyer and Seller shall use their good faith efforts prepare and deliver to agree upon the Buyer a statement which shall provide for the allocation (the “Allocation”) of the Purchase Price (plus the Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to the provisions of Code Section 3.21060, among the Assets plus any other items constituting consideration for U.S. federal (and applicable state and local) income Tax purposes pursuant to the provisions of Code Section 1060) among the Acquired Assets (the “Allocation”) in accordance a manner consistent with the principles of Code Section 1060 of the IRC and the Treasury Regulations promulgated thereunder. No later than 5:00 p.m. (central) on January 25, 2021, the Buyer will propose to the Seller in writing any reasonable changes to such Allocation together with reasonable documentation supporting such changes (and in the event that no such changes are proposed in writing to the Seller within such time period, the Buyer will be deemed to have agreed to, and accepted, the Allocation). On or before January 29, 2021, the Buyer and the Seller will attempt in good faith to resolve any differences with respect to the Allocation after the Seller’s receipt of a timely written notice of objection from the Buyer. If the Buyer and Seller are unable agree on a final Allocation, each Party agrees (a) to resolve file IRS Form 8594 (Asset Allocation Statement) as well as any dispute regarding similar statement or local form for its taxable year that includes the Closing Date in a manner consistent with the Allocation within such one hundred eighty (180as finalized), and (b) day periodexcept in the case of a revised Allocation, such dispute that neither the Seller nor the Buyer or any of their respective Affiliates shall take a position on any Tax Return, or in any Tax audit or other Tax proceeding that is in any manner inconsistent with the Allocation, except as required by applicable Law. In the event that any adjustment is required to be resolved promptly by made to the CPA Firm, the costs Allocation as a result of which shall be borne equally by Buyer and Seller. If any adjustment to the Purchase Price is adjusted pursuant to this Agreement, the Seller shall prepare or cause to be prepared, and shall provide to the Buyer, a revised Allocation reflecting such adjustment. Such revised Allocation shall be adjusted subject to review and resolution of timely raised disputes in the same manner as mutually agreed by the initial Allocation. Each of the Buyer and Seller. the Seller shall file or cause to be filed a revised IRS Form 8594 (Asset Allocation Statement) (any similar statement or local form) reflecting such adjustments as so finalized for its taxable year that includes the event or events giving rise to such adjustment, and if the Buyer and Seller covenant and agree on such revised Allocation neither the Seller nor the Buyer or any of their respective Affiliates (except as may be required by a future revised Allocation ) shall take a position on any Tax Return, or in any Tax audit or other Tax proceeding that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent is in any manner inconsistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or except as required by applicable Law. Nothing in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein this Section 2.7 shall prevent Buyer or Seller a Party from settling any proposed Tax deficiency or adjustment by any Governmental Body Taxing Authority based upon or arising out of the Allocation, and neither Buyer nor Seller shall Party will be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body Taxing Authority challenging such the Allocation, as applicable. Each of Buyer and Seller agrees to provide the other Party shall promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event Party following receipt of an examination, notice of any pending or threatened Tax audit or other Tax proceeding regarding or assessment challenging the Allocation. If the Parties are unable to agree on an Allocation determined under this Section 11.1as contemplated above, then each Party may file any related Tax Returns or Tax forms required by any Taxing Authority in a manner consistent with such Party’s proposed allocation.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller agree that the transactions contemplated hereby shall use their good faith efforts to agree upon be treated solely as the allocation (the “Allocation”) purchase and sale of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets assets for U.S. federal (and applicable state and locallocal jurisdictions that follow the treatment of the Acquired Companies as disregarded entities) income Tax purposes and to allocate any amounts that are properly treated as consideration for U.S. federal income Tax purposes (including the Closing Payment, the Liabilities of the Acquired Companies, and any other item required by the Code) among the Company Assets for U.S. federal and applicable state and local income Tax purposes in accordance with the methodology set forth in Schedule 2.5 (the “Asset Allocation”). The Asset Allocation shall be completed in the manner required by Section 1060 of the IRC Code. Buyer shall deliver a draft of the Asset Allocation within 120 days after the Closing Date. Seller shall have 15 days to provide Buyer with any objections to such draft Asset Allocation. Seller and Buyer shall use their respective commercially reasonable efforts to resolve any such objection; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Treasury Regulations thereunder. If Asset Allocation within 30 days after the delivery of the Asset Allocation to Seller, such dispute shall be resolved by Ernst & Young (the “Arbiter”); provided that if Ernst & Young is unwilling or unable to serve as Arbiter or as otherwise agreed by Buyer and Seller, the Parties shall agree to select another nationally recognized accounting firm of comparable stature reasonably acceptable to Buyer and Seller, provided that, if Buyer and Seller are unable to resolve any dispute regarding agree upon a replacement Arbiter within 40 days after delivery of Seller’s objection notice to the Allocation within such one hundred eighty (180) day periodAsset Allocation, such dispute shall be resolved promptly by either Party may request for the CPA Firm, president of the costs American Arbitration Association to appoint a senior partner in a nationally recognized accounting firm that has at least five years of which energy expertise to serve as the Arbiter. The fees and expenses of the Arbiter shall be borne equally by Buyer Seller and SellerBuyer. If Seller does not object within 15 days after the Purchase Price is adjusted delivery of the Asset Allocation to Seller, then the parties agree to use the Asset Allocation as provided by Buyer. The Asset Allocation shall be revised after each adjustment, if any, has been made in accordance with this Agreement. The Asset Allocation, as finally determined pursuant to this AgreementSection 2.5, the Allocation shall be adjusted as mutually agreed reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which form will be timely filed separately by Seller and Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (bInternal Revenue Service pursuant to the requirements of Section 1060(b) neither Buyer nor Seller will of the Code. Each Party agrees not to take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; providedthe allocations set forth in the Asset Allocation (as finally determined pursuant to this Section 2.5), howeverincluding on any Tax Returns, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment unless required by any Governmental Body based upon or arising out a final determination as defined in Section 1313 of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency Code or adjustment by any Governmental Body challenging such Allocation. Each with the consent of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Party.

Purchase Price Allocation. The Initial Purchase Price and the Assumed Liabilities shall be allocated (i) among the Seller and the Seller Subsidiaries that hold a legal or economic interest in any of the Transferred Assets (collectively, the “V Sellers”) and (ii) among the Transferred Assets in the manner provided in Exhibit F hereto (the “Allocation Schedule”) for all Tax purposes, including for purposes of Section 1060 of the Code and the Treasury Regulations thereunder. Within one hundred eighty (180) 60 days after the Closing Date, Buyer and the Seller shall use their good faith efforts deliver to agree upon the allocation Buyer a draft certificate which shall reasonably allocate the Initial Purchase Price and the Assumed Liabilities among the Transferred Assets in a manner consistent with the Allocation Schedule (the “AllocationAllocation Certificate”) ), for Buyer’s review and consent (not to be unreasonably withheld, conditioned or delayed). Any subsequent allocation necessary as a result of an adjustment to the consideration to be paid hereunder shall be determined by the Seller, subject to Buyer’s review and consent, in a manner consistent with the Allocation Certificate. For all Tax purposes, each of the Purchase Price Seller and the Buyer agrees (plus Assumed Liabilitiesa) to report, and to cause its respective Affiliates to report, the extent properly taken into account transactions contemplated by this Agreement in a manner consistent with the Allocation Certificate and (b) not to take, and to cause its respective Affiliates not to take, any position inconsistent therewith in any Return, Tax filing (including filings required under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and Code), audit, refund claim or otherwise, unless otherwise required by a change in Law occurring after the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day perioddate hereof, such dispute shall be resolved promptly by the CPA Firm, the costs a closing agreement with an applicable Governmental Authority or a final non-appealable judgment of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out a court of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1competent jurisdiction.

Purchase Price Allocation. Within one hundred eighty (180) 60 days after following the Closing Datefinal determination of the adjustments pursuant to Section 1.3, Buyer and Parent shall provide Seller shall use their good faith efforts to agree upon the in writing with an allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, and all other items and amounts required to the extent properly be taken into account under the IRC), as adjusted pursuant to Section 3.2, Code) among the Assets assets of Company for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations thereunder (the “Allocation Schedule”), which allocation shall be made in accordance with the principles set forth in Schedule 5.5(f). If Buyer Seller disputes any item on the Allocation Schedule, Seller shall raise such objection in writing to Parent within thirty (30) days after delivery by Parent of the Allocation Schedule. If Seller does not submit such written objection within thirty (30) days after delivery by Parent of the Allocation Schedule, the Allocation Schedule shall be final and binding upon the Parties. If Seller timely submits such objection, Parent and Seller will use reasonable efforts to reach agreement on a mutually acceptable allocation and if Parent and Seller are unable to resolve any their dispute regarding the Allocation within thirty (30) days of delivery of such one hundred eighty (180) day periodobjection, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer then Parent and Seller shall submit the dispute to the Accounting Firm for resolution. The fees and expenses of the Accounting Firm shall be paid one half by Parent and one half by Seller. Parent, the Company and Seller shall report, act and file all Tax Returns (including, but not limited to, IRS Form 8594including amended Tax Returns and claims for refunds or credits) and information reports consistent with the AllocationAllocation Schedule, and (b) neither Buyer Parent, the Company, nor Seller will shall take any position inconsistent therewith upon examination of any such Tax position before any Governmental Body or Return, in any Proceeding examination, audit or other proceeding with respect to such Tax that is in any way inconsistent with such Allocation; providedReturns, however, that nothing contained herein nor shall prevent Buyer Parent or Seller from settling agree to any proposed Tax deficiency or adjustment to the Allocation Schedule by any Governmental Body based upon or arising out Tax Authority without first giving the other party prior written notice, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the AllocationCode (or any analogous provision of state, and neither Buyer local or non-U.S. Law). Neither Parent nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body Tax Authority challenging such Allocationthe Allocation Schedule. Each of Buyer and Within thirty (30) days after an Earnout Payment is made, Parent shall deliver to Seller agrees to provide a revised Allocation Schedule. Any disputes regarding the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller revised Allocation Schedule shall notify the other be addressed in the event same manner as set forth above with respect to the delivery of an examination, audit or other proceeding regarding the initial Allocation determined under this Section 11.1Schedule.

Purchase Price Allocation. Within one hundred eighty (180) days after At the time that Sellers cause the Closing DateBalance Sheet to be delivered to Purchaser pursuant to Section 3.2(b)(i), Buyer and Seller Sellers shall use their good faith efforts also cause to agree upon be delivered to Purchaser an allocation of the allocation (the “Allocation”) applicable portion of the Purchase Price and other relevant items (plus Assumed Liabilitiesincluding, for example, adjustments to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Purchase Price) among the Assets for U.S. federal (Purchased Assets, including goodwill and applicable state and local) income Tax purposes other assets, in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder and any comparable provision of state, local or foreign law, as appropriate, prepared with the reasonable input, review and approval of Purchaser (the “Preliminary Allocation”). If Buyer Approval of the Preliminary Allocation by Purchaser, and Seller are unable to resolve the resolution of any dispute disagreement regarding the Allocation within such one hundred eighty (180) day periodPreliminary Allocation, such dispute shall be resolved promptly subject to the same time restrictions and procedures as applicable to the finalization of the Closing Balance Sheet, pursuant to Section 3.2(b)(ii). The allocation agreed to by the CPA FirmParties or determined by the Accountants, as the costs of which case may be, shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the “Final Allocation.” The Final Allocation shall be adjusted as mutually agreed binding on the Parties, to the extent permitted by Buyer Law. The Parties shall prepare and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall timely file all applicable federal and state income Tax Returns forms (including, but not limited to, IRS including Internal Revenue Service Form 8594) in a manner consistent with the Final Allocation, cooperate with each other in the preparation of such forms, and furnish each other with a copy of the final version of Form 8594 within a reasonable period before the filing date thereof. Except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (b) neither Buyer nor Seller will or any comparable provision of any state, local or foreign law), none of the Parties shall take a position inconsistent with the Final Allocation on any Tax position before Return (including any Governmental Body forms required to be filed pursuant to Section 1060 of the Code), or in otherwise. The Parties recognize that the Final Allocation will not include Purchaser’s acquisition expenses or Sellers’ selling expenses, and Purchaser and Sellers will unilaterally allocate such expenses appropriately. (e) Tax Refunds. Any Tax refunds (including any Proceeding interest related thereto) received by Purchaser or its Affiliates or successors, relating to Taxes for which Purchaser or its Affiliates have paid (without reimbursement from Sellers), shall be for the account of Purchaser. Any Tax refunds (including any interest related thereto) received by Purchaser, its Affiliates or successors, relating to Taxes that Sellers or their Affiliates have paid (or for which Sellers have reimbursed Purchaser), shall be for the account of Sellers, and Purchaser shall pay over to Sellers any such amount, within ten (10) Business Days of receipt thereof. Sellers shall be entitled to request that Purchaser, at Sellers’ expense, file for and obtain any Tax refunds with respect to Tax that is in any way inconsistent with periods or portions thereof ending on or before the Closing Date. Purchaser’s consent to such Allocation; provided, however, that nothing contained herein request shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall not be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocationunreasonably withheld. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.ARTICLE 4

Purchase Price Allocation. The sum of: (a) the Purchase Price; (b) any liabilities of the Company and Subsidiaries required under GAAP to be reflected on a balance sheet that survive Closing; and (c) any other applicable amounts required to be included under the Code, will be allocated among the assets of the Company and Subsidiaries (as such classes are defined for the purposes of Sections 1060 and 338 of the Code). Such allocations, and the allocation of any purchase price adjustments, will be prepared in accordance with the methodology set forth on Exhibit 1.4 and will be made in accordance with the requirements of Sections 1060 and 338 of the Code. Within one hundred eighty (180) 30 days after the Closing Datedetermination of the Purchase Price pursuant to Section 1.3, Buyer will deliver to the Seller Representative a draft of such allocation for the Seller Representative’s review and approval, which will be prepared on a basis consistent with the methodology set forth on Exhibit 1.4. Within 15 days thereafter, the Seller Representative will deliver to Buyer either a notice accepting the allocation prepared by Buyer or a statement setting forth in reasonable detail any objections to it and the basis for such objections. If the Seller Representative timely delivers such a notice, Buyer and the Seller shall Representative will use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunderresolve such objections. If Buyer and Seller they are unable to resolve mutually agree on the allocation, the procedures of Section 5.7(g) will control. No Party or any dispute regarding Affiliate of any Party (including the Allocation within such one hundred eighty (180Company) day periodwill take a position on any Tax Return, such dispute shall be resolved promptly before any Taxing Authority or in any Proceeding that is in any manner inconsistent with the allocation, as finally determined under this Section 1.4, without the written consent of the other Parties or unless specifically required pursuant to a determination by the CPA Firmapplicable Taxing Authority. The Parties will promptly advise each other of the existence of any Tax audit, controversy or litigation related to any allocation under this Agreement. Notwithstanding anything to the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to contrary in this Section 1.4 or elsewhere in this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer Parties agree to use the Agreed Warranty Reserve and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the AllocationAgreed Legal Settlement Reserve for calculating Closing Date Tangible Net Assets, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Final Closing Date Tangible Net Assets.

Purchase Price Allocation. Within one hundred eighty (180) days after The Parties agree that the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Base Purchase Price (plus Assumed Liabilities, any other consideration relevant under Section 1060 of the Code) will be allocated to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable allocation schedule to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly prepared by the CPA Firm, Parties no later than five (5) Business Days prior to the costs of which shall be borne equally by Buyer Closing Date and Sellerattached hereto as Exhibit E (the “Allocation Schedule”). If the Base Purchase Price is adjusted pursuant to Sections 2.4 or 6.2.1, Article 7 or any other provision of this Agreement, the Parties shall use their best efforts to adjust the allocation set forth on the Allocation shall be adjusted as mutually agreed by Buyer and SellerSchedule to reflect the Purchase Price adjustment. Buyer and Seller covenant agree (A) to act in accordance with the Allocation Schedule in the preparation, filing and agree that amendment (if relevant) of all Tax Returns (including IRS Form 8594 and any similar allocation forms under state, local, county or foreign applicable Law); and (B) not to take any position inconsistent therewith unless required to do so by (a) a closing agreement, settlement agreement or similar agreement settling a Tax proceeding entered into among Seller, Buyer (or any Affiliate thereof) and the IRS or any other Taxing Authority, or (b) a final non-appealable order or judgment rendered by a court of competent jurisdiction concluding a Tax Contest. If any Governmental Person challenges any allocation in any IRS Form 8594 (or any similar allocation form under state, local, county or foreign applicable Law) filed or caused to be filed by Buyer or Seller, the Party receiving notice of such challenge shall give the other Party prompt notice of such challenge, and Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with cooperate in good faith in responding to such challenge in order to preserve the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out effectiveness of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Schedule.

Purchase Price Allocation. Within one hundred eighty sixty (18060) days after following the Closing DateClosing, Sellers shall deliver to Buyer and Seller shall use their good faith efforts to agree upon the a proposed allocation (the “Allocation”) of the Purchase Price (plus including the Assumed Liabilities, to the extent Liabilities and any other amounts properly taken into account under the IRC), as adjusted pursuant to Section 3.2, included therein) among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as applicable). Buyer shall have thirty (30) days following receipt of Sellers’ proposed allocation to review and comment on such proposed allocation and Sellers shall consider such comments in good faith. Within thirty (30) days following receipt of Buyer’s comments, Sellers shall provide Buyer with a final allocation schedule which shall have incorporated Buyer’s reasonable comments (the “Final Allocation”). Sellers and Buyer agree to cooperate with each other in preparing IRS Form 8594 (including any subsequent adjustments required thereto) in a manner consistent with such Final Allocation, and to furnish the other with a copy of such form prepared in draft form within a reasonable period before its filing due date. If such Final Allocation is disputed by any Tax authority or other Governmental Body, Buyer or any Seller receiving notice of such dispute will promptly notify the other Party and the Treasury Regulations thereunderParties will use their reasonable best efforts to sustain the Final Allocation. If Neither Buyer and Seller are unable to resolve nor Sellers shall take any dispute regarding the Allocation within position (including in any Tax Returns, reports, audits or otherwise) that is inconsistent with such one hundred eighty (180) day periodallocation, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted unless otherwise required pursuant to a final determination by a court of competent jurisdiction or pursuant to a closing agreement with the IRS entered into pursuant to Section 7121 of the Code. Notwithstanding any other provision of this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer terms and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out provisions of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.111.1 shall survive the Closing without limitation.

Purchase Price Allocation. Within one hundred eighty The Purchase Price as adjusted pursuant to Section 2.6 (180plus any additional amounts treated as consideration under applicable Treasury Regulations) (the “Allocable Purchase Price”) will be allocated among the Equity Interests (and will be further allocated among the assets of Construction Supply and HD Supply Repair & Remodel LLC to the extent required under applicable Tax Law) as provided herein. All allocations under this Agreement will be made in accordance with the requirements of Sections 1060, 743(b), 751 and 755 of the Code and the Treasury Regulations thereunder. No later than 90 days after the Closing Date, Buyer will prepare and Seller shall use their good faith efforts deliver to agree upon HD Supply its determination of the allocation (the “Proposed Allocation”) of the Allocable Purchase Price. Buyer will (a) permit, and will cause the Acquired Companies to permit, HD Supply and its advisors and Representatives reasonable and timely access to the books, records, properties, premises, work papers, personnel and other information of the Business to permit HD Supply and its advisors and Representatives to review the Proposed Allocation or to address any dispute described in this Section 2.7 (provided that in no event will any such access unreasonably interfere with the conduct of the Business) and (b) reasonably cooperate, and will cause the Acquired Companies to reasonably cooperate, with HD Supply and its advisors and Representatives in connection with such review or any dispute, including providing on a timely basis all other information necessary or useful in connection with the review of the Proposed Allocation as is reasonably requested by HD Supply or its advisors or Representatives and that is reasonably available to Buyer or the Acquired Companies. HD Supply will, within 30 days following its receipt of the Proposed Allocation, accept or reject the Proposed Allocation submitted by Buyer. If HD Supply disagrees with the Proposed Allocation, HD Supply will give written notice to Buyer of such dispute and describing in reasonable detail any reason therefor within such 30-day period. Should HD Supply fail to notify Buyer of a dispute within such 30-day period, HD Supply will be deemed to agree with Buyer’s Proposed Allocation. In the event there is a dispute, the Parties will attempt to reconcile their differences, and any resolution by them as to any disputed amounts will be final, binding and conclusive on the Parties. If the Parties are unable to reach a resolution with such effect within 30 days after the receipt by Buyer of HD Supply’s written notice of dispute, the Parties will submit the items remaining in dispute for resolution to the Independent Accountant. The Independent Accountant will act as an arbitrator, and the Parties will use commercially reasonable efforts to cause the Independent Accountant to issue its report as to all matters in dispute (and only such matters) and the determination of the allocation of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with this Section 1060 2.7 within 30 days after such dispute is referred to the Independent Accountant. The Independent Accountant will not have the power to modify or amend any term or provision of this Agreement. Each Party will bear all costs and expenses incurred by it in connection with such arbitration, except that the fees and expenses of the IRC Independent Accountant hereunder will be borne by Buyer, on the one hand, and HD Supply, on the other hand, in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accountant that is unsuccessfully disputed by each such Party (as finally determined by the Independent Accountant) bears to the total amount of such remaining disputed items so submitted. This provision for arbitration will be specifically enforceable by the Parties and the Treasury Regulations thereunder. If Buyer decision of the Independent Accountant in accordance with the provisions hereof will be final and Seller are unable binding with respect to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall matters so arbitrated and there will be resolved promptly by the CPA Firm, the costs no right of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Sellerappeal therefrom. Buyer and Seller HD Supply covenant and agree that the allocations made pursuant to this Section 2.7 will be conclusive and final for all purposes of this Agreement and will be used by them in reporting the Tax consequences of the transactions contemplated by this Agreement (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, including the preparation of any required IRS Form 8594) consistent ). Notwithstanding anything to the contrary contained in this Section 2.7, the Parties agree that Schedule 2.7 sets forth the minimum percentage of Allocable Purchase Price that the Parties will report for all applicable Tax purposes with respect to the Allocation, Equity Interests acquired directly by Buyer under this Agreement in each of Construction Supply and (b) neither HD Supply Repair & Remodel LLC. Neither Buyer nor Seller HD Supply will take any position (whether in connection with audits, Tax position before any Governmental Body Returns or in any Proceeding with respect to Tax otherwise), that is in any way inconsistent with such Allocation; providedthe allocations provided for in this Section 2.7 and on Schedule 2.7, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out except as may be required pursuant to a “determination” within the meaning of Section 1313(a) of the AllocationCode (or similar provision of state, and neither Buyer nor Seller shall be required to litigate before any court any proposed local or foreign Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposeslaw). Each of Buyer and Seller shall notify The Parties will cooperate to adjust the other in the event of an examination, audit or other proceeding regarding the Allocation determined under allocations made pursuant to this Section 11.12.7 to reflect any subsequent adjustments made to the Purchase Price.

Purchase Price Allocation. Within one hundred eighty (180) days The parties agree that the Purchase Price, the Assumed Liabilities, and the Earnout Payment, if any, shall be allocated to the Acquired Assets according to the method set forth on Schedule 2.1(f). As soon as practicable after the Closing, but in no event later than the 60th calendar day after the Closing Date, Buyer Purchaser shall prepare and deliver to Seller shall use their good faith efforts to agree upon a schedule setting forth the proposed allocation of Purchase Price, the Assumed Liabilities, and the Earnout Payment, if any (the “Purchase Price Allocation”). If Seller shall have any objections to Purchase Price Allocation, Seller and Purchaser shall endeavor in good faith to resolve the objections. If Seller and Purchaser cannot otherwise reach agreement concerning the Purchase Price Allocation through good faith negotiations within 30 days of the date of delivery of Purchase Price Allocation Schedule, then the issues in dispute will be submitted to the Expert, for resolution in accordance with procedures identical to those specified in Section 2.1(e). The parties further agree that any subsequent allocation necessary as a result of an adjustment to the consideration to be paid hereunder shall be made in a manner consistent with the agreed-upon Purchase Price Allocation. The parties shall timely file all tax reports, returns and claims and other statements, including IRS Form 8594 or any equivalent statements, in a manner consistent with the agreed-upon Purchase Price Allocation and shall not make any inconsistent written statements on any returns or during the course of any IRS or other Tax audit, except to the extent required by a determination as defined in Section 1313(a) of the Purchase Price (plus Assumed LiabilitiesCode or a comparable provision of state, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body local or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocationforeign law. Each of Buyer and Seller party agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in if the event IRS or any other Governmental Authority proposes a reallocation of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1such amounts.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the The Purchase Price (plus including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the IRC), as adjusted pursuant to Section 3.2, Code) shall be allocated among the Purchased Assets for U.S. federal (and applicable state and localSeller's obligation under Section 5.2(c) income Tax purposes in accordance with Section 1060 of the IRC Code as set forth on Schedule 2.6 (the "Purchase Price Allocation"). The Purchase Price Allocation shall thereafter not be adjusted except to reflect the adjustments, if any, to the Purchase Price contemplated by Article VII and the Treasury Regulations thereundershall be binding on Buyer and Seller. If Buyer and Seller are unable to agree on any such adjustment, Buyer and Seller shall negotiate in good faith to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Sellerdispute(s). If the parties are unable to agree on an adjustment to the Purchase Price is Allocation within 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Buyer may mutually agree in writing), the disputed portion(s) of such adjustment shall be arbitrated by the Referee (which may in turn select an appraiser if needed) in accordance with the arbitration procedures set forth on Exhibit 2.6(b). Only items specified in the written objection shall be subject to adjustment by the Referee. Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted pursuant to this AgreementSection 2.6(b), in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Allocation shall be adjusted Code or any provisions of any comparable Applicable Law, unless there has been a final "determination," as mutually agreed by Buyer and Sellerdefined in Section 1313(a) of the Code, in which the allocation is modified. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all cooperate in the preparation of such Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with file such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment forms as required by any Governmental Body based upon or arising out of the Allocation, and neither Applicable Law. Neither Buyer nor Seller shall be take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other party, except as required to litigate before any court any proposed Tax deficiency or adjustment by Applicable Law. In the event that the Purchase Price Allocation is disputed by any Governmental Body challenging such Allocation. Each Authority, the party receiving notice of Buyer and Seller agrees to provide the other dispute shall promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other party hereto in writing of such notice and resolution of the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1dispute.

Purchase Price Allocation. Within one hundred eighty (180) days The parties hereto hereby agree to allocate the Purchase Price among the Purchased IP, the Purchased Equity Interests, the Non-Competition Agreement and the Non-Solicitation Agreement as set forth in Schedule 2.7. The parties shall negotiate in good faith to adjust the allocation of the Purchased Equity Interests set forth in Schedule 2.7 to reflect any difference between the Per Target Company Closing Date Working Capital and the Per Target Company Target Working Capital as well as any Closing Date Indebtedness of a Target Company as finally determined in accordance with Section 2.6. If the parties have not agreed to the adjustment to the allocation set forth in Schedule 2.7 by the 30th day after the Closing Settlement Date, Buyer and Seller the adjustment to such allocation of the Purchased Equity Interests shall use their good faith efforts be determined by the accounting firm selected by the parties pursuant to agree upon Section 2.6(c)(ii) in accordance with the procedures set forth in Section 2.6(c)(ii) (the allocation (set forth in Schedule 2.7 as adjusted pursuant to the agreement of the parties or the final determination of the selected accounting firm, the “Allocation”) ). Each of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Rockwood Sellers and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute Purchasers shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer be bound by the Allocation for purposes of determining any Tax and Seller shall file all (b) prepare and file, and use its commercially reasonable efforts to cause each of its Related Persons to prepare and file, its Tax Returns (including, but not limited to, IRS Form 8594) on a basis consistent with the Allocation. None of the Rockwood Sellers, and (b) neither Buyer nor Seller will the Purchasers or their respective Related Persons shall take any Tax position before any Governmental Body or inconsistent with the Allocation in any Proceeding with respect to Tax Return, refund claim, litigation or otherwise unless required by final determination by a Governmental Body. In the event that the Allocation is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment disputed by any Governmental Body based upon or arising out Body, the party receiving notice of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other dispute will promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other parties hereto, and the parties hereto will consult in good faith on how to resolve such dispute in a manner consistent with the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Allocation.

Purchase Price Allocation. Within one hundred eighty (180) days a reasonable period of time after the Closing DateClosing, Buyer shall deliver its proposed Allocation (as defined below) to Sellers. Sellers and Seller Buyer shall thereafter use their good faith commercially reasonable efforts to agree upon on the allocation (the “Allocation”) of the . The Purchase Price (plus Assumed Liabilities, to together with the extent properly taken into account under liabilities of Company assumed by the IRC), as adjusted pursuant to Section 3.2, Buyer) shall be allocated among the Assets for U.S. federal (and applicable state and local) income Tax purposes assets of Company in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderthereunder (and any similar provision of state, local or foreign Applicable Law, as appropriate) (the “Allocation”). Sellers and Buyer shall report the transactions contemplated hereby on all Tax Returns, including, but not limited to Form 8594, in a manner consistent with the Allocation. If Buyer and Seller are unable to resolve any dispute regarding after the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If Closing the Purchase Price is adjusted as a result of any indemnity payments made pursuant to this Agreement, Sellers shall prepare such adjustment to the Allocation which adjustment shall be adjusted as mutually agreed by submitted to Buyer, and Sellers and Buyer and Sellershall use their commercially reasonable efforts to agree on the final adjustment within 30 days after the indemnity payment is made. Buyer and Seller covenant its Affiliates shall timely and agree that (a) Buyer properly prepare, execute, file, and Seller shall file deliver all Tax Returns (includingsuch documents, but not limited toforms, IRS Form 8594) consistent with and other information as Sellers may reasonably request in preparing any required adjustment to the Allocation. If, contrary to the intent of the Parties hereto as expressed in this Section 8.6(f), any Taxing authority makes or proposes an allocation different from the Allocation determined hereunder, Sellers and Buyer shall cooperate with each other in good faith to contest such Taxing authority’s allocation (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; proposed allocation), provided, however, that nothing contained herein shall prevent Buyer that, after consultation with the Party (or Seller from settling any Parties) adversely affected by such allocation (or proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocationallocation), and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information Party (or Parties) hereto may file such protective claims or Tax Returns as may be reasonably required to complete Form 8594 and Form 8883 protect its (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1their) interests.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer Xxxxx and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer Xxxxx and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer Xxxxx and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller Xxxxxx agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Seller and Buyer and Seller shall agree to use their good faith commercially reasonable efforts to agree upon reach an agreement regarding the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), together with any other items treated as adjusted pursuant to Section 3.2, consideration for federal income and other applicable Tax purposes) among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with the provisions of this Section 5.3(c) and in a manner consistent with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder (as subsequently revised or amended pursuant to this Agreement, the “Allocation”). Buyer shall prepare and deliver a draft of the Allocation to Seller within ninety (90) days following the Closing Date. Seller shall be deemed to have agreed and accepted the draft Allocation unless Seller deliver a written dispute notice to Buyer within thirty (30) days from the receipt thereof setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation. Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of such written dispute notice by Seller. If Buyer and Seller are unable to resolve any dispute regarding agree in good faith on the Allocation within such one hundred eighty the said thirty (18030) day periodperiod following the delivery of a written dispute with respect thereof, such dispute each Party shall be resolved promptly by report the CPA FirmAllocation in accordance with its own determination. To the extent Seller and Buyer agree (or are deemed to agree) on the Allocation in accordance with the provisions of this Section 5.3(c), the costs of which shall be borne equally Parties agree to report the transactions contemplated by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) Agreement in a manner consistent with the Allocationmost recent Allocation on all Tax Returns, and (b) neither Buyer nor Seller will take except to the extent otherwise required by an applicable Tax or other Governmental Authority. To the extent the Parties agree on an Allocation pursuant to the provisions of this Section 5.3(c), the Parties agree to promptly inform one another of any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment challenge by any Governmental Body based upon or arising out of Authority to the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180) days after Contemporaneous with the Closing Dateexecution of this Agreement, Buyer and Seller the parties shall use their good faith efforts to agree upon jointly produce a schedule that sets forth the agreed allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilitiesand any other item of consideration for federal income tax purposes) among the Seller and, with respect to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2Seller, among the Assets for U.S. federal (and applicable state and local) income Tax purposes of Seller in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderpromulgated thereunder (the “Agreed Allocation”). If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the The Agreed Allocation shall be adjusted as mutually agreed by also govern the determination of the consideration paid for any asset for sales and use and other transfer tax purposes. The Selling Parties and the Buyer and Seller. Buyer and Seller covenant and agree that to (a) Buyer timely prepare and Seller shall file all Tax Returns IRS Forms 8594 (including, but not limited to, IRS Form 8594and any comparable form required by state or local Law) consistent (including any amendment thereto) in connection with the Allocationsale of the Assets reflecting the Agreed Allocation (including any adjustment thereto) and provide a copy thereof, in the case of any such form prepared by the Buyer, to the Seller’s Representative, and, in the case of any such form prepared by any Selling Party, to the Buyer no later than ten (10) days after filing any such form; and (b) neither Buyer nor Seller will not to take a position on any Tax position before any Governmental Body Return or in any Proceeding with respect to Tax that is in any way inconsistent with such the terms of the Agreed Allocation; provided, however, . Each Selling Party agrees that nothing contained herein shall prevent the only amounts to which Seller is entitled at or after the Closing from the Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body its Affiliates, in connection with, arising out of, based upon or arising out related to the purchase and sale of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment Assets are Seller’s allocable portion as set forth on the schedule being delivered by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined parties under this Section 11.12.5 of (i) that portion of the Purchase Price payable at the Closing pursuant to Section 2.2(a) hereof; and (ii) any release of the Indemnity Escrow Amount to the Seller pursuant to the terms of this Agreement and the Escrow Agreement.

Purchase Price Allocation. Within one hundred eighty and twenty (180120) calendar days after the Closing DateClosing, the Buyer and shall provide the Seller shall use their good faith efforts to agree upon with an allocation setting forth the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets and other relevant items) for U.S. federal (and applicable state and local) income Tax tax purposes among the Purchased Assets in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderpromulgated thereunder (the “Allocation”). The Seller shall have thirty (30) calendar days to object in writing to the Allocation, after which time (if no such objection is made) the allocation shall be final (the “Final Allocation”). If the Seller provides written notice to the Buyer prior to the end of such period that it objects to the Allocation, and the Buyer and the Seller are unable to resolve any dispute regarding cannot agree on the Allocation within twenty (20) calendar days of the provision of such one hundred eighty (180) day periodnotice, such dispute shall be resolved promptly settled by the CPA Independent Accounting Firm, after which time the allocation determined by the Independent Accounting Firm shall become the Final Allocation. The costs and expenses of which the Independent Accounting Firm or appraisal firm shall be borne shared equally by Buyer between the Seller and Sellerthe Buyer. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and The Parties agree that that: (a) Buyer none of the Parties shall take a position on any Tax Return (including IRS Form 8594), before any Governmental Entity or in any Litigation that is inconsistent with the Final Allocation, except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code; (b) they shall cooperate with each other in connection with the preparation, execution and Seller shall file timely filing of all Tax Returns related to the Final Allocation; and (includingc) they shall promptly advise each other regarding the existence of any tax audit, but not limited tocontroversy or Litigation related to any item provided in the Final Allocation. Any adjustments to the purchase price that occur following the determination of the Final Allocation, IRS Form 8594) shall, subject to Section 8.8, be allocated among the Purchased Assets in a manner consistent with the methodology and valuations used in determining the Final Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180a) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the The Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRCCode), increased or decreased, as adjusted pursuant to Section 3.2the case may be, by the Final Adjustment Amount, shall be allocated among the Purchased Stock, the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes the Parent IP Assets in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations 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 Ernst & Young at least thirty (30) days prior to the Closing Date. Parent and Buyer Parent shall work in good faith to resolve any disputes relating to the Preliminary Allocation. If Parent and Buyer and Seller Parent are unable to resolve any such dispute regarding the Preliminary Allocation within such one hundred eighty ten (18010) day perioddays of Parent’s delivery of the Preliminary Allocation to Buyer Parent, such dispute shall be resolved promptly by the CPA FirmIndependent Auditor, the costs of which shall be borne equally by Parent and Buyer Parent. Within sixty (60) days after the determination of the Final Adjustment Amount, Ernst & Young shall deliver to Parent and SellerBuyer Parent a final Allocation (the “Final Allocation”). Parent and Buyer Parent shall work in good faith to resolve any disputes relating to the Final Allocation. If Parent and Buyer Parent are unable to resolve any such dispute regarding the Purchase Price is adjusted Final Allocation within ten (10) days of Parent’s delivery of the Final Allocation to Buyer Parent, such dispute shall be resolved promptly by the Independent Auditor, the costs of which shall be borne equally by Parent and Buyer Parent. The fees and costs of Ernst & Young incurred pursuant to this Agreement, the Allocation Section 1.7(a) shall be adjusted as mutually agreed borne equally by Parent and Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Parent.

Purchase Price Allocation. Within one hundred eighty (180a) Seller shall prepare an allocation of the Purchase Price (and all other capitalized costs) among the Acquired Companies' assets in accordance with Code Sections 338 and 1060 and Treasury regulations thereunder (and any similar provision of state or local law, as appropriate), which allocation shall be substantially consistent with Schedule 13.3.2, other than as required by changes in the assets of the Acquired Companies that occur between the date hereof and the Closing Date. Seller shall deliver such allocation (the "Proposed Final Allocation") to Buyer within 65 days after the delivery of the Preliminary Audited Closing DateBalance Sheet to Buyer and Seller. If Buyer does not object to the Proposed Final Allocation within 65 days of its receipt, it shall become the Final Allocation. If Buyer objects to the Proposed Final Allocation within the 138 time provided in the prior sentence, Buyer and Seller shall use their negotiate in good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute disagreements regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and SellerProposed Final Allocation. If agreement cannot be reached within 10 business days, then the Purchase Price is adjusted pursuant to this Agreement, the Final Allocation shall be adjusted as mutually agreed determined by Buyer a big four accounting firm acceptable to both parties. Seller, Buyer, the Acquired Companies and Seller. Buyer their respective Affiliates shall report, act, and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 85948883) in all respects and for all purposes consistent with the Final Allocation. Neither Seller, and (b) neither Buyer Buyer, the Acquired Companies nor Seller will their respective Affiliates shall take any position (whether in audits, Tax position before any Governmental Body returns, or in any Proceeding with respect to Tax that otherwise) which is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be Final Allocation unless required to litigate before any do so by a final, non-appealable decision of a court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1competent jurisdiction.

Purchase Price Allocation. Within one hundred eighty The Parties intend that, for U.S. federal income Tax purposes, the purchase and sale of the Purchased Interests be treated as a purchase and sale of the assets of the Company Group Members. The Purchase Price, plus any other amounts required to be treated as consideration for U.S. federal income Tax purposes, shall be allocated among the assets of the Company Group Members in a manner consistent with Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder. Buyer shall prepare and deliver to Seller a schedule setting forth Buyer’s proposed allocation (180the “Allocation Schedule”) within ninety (90) days after the Closing Date. Seller shall have thirty (30) days to review the Allocation Schedule and either notify Buyer that it is in agreement with such Allocation Schedule or deliver, in writing, any objections that it may have with respect thereto. Buyer and Seller shall use their negotiate in good faith efforts to agree upon resolve any disputes concerning the Allocation Schedule. If any dispute regarding the Allocation Schedule remains unresolved after sixty (60) days following Seller’s delivery of comments on such Allocation Schedule to Buyer, then each of Buyer and Seller shall make its own determination as to the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to contemplated by this Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder11.2. If Buyer and Seller are unable to resolve any dispute regarding the reach agreement on a final Allocation within such one hundred eighty (180) day periodSchedule, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, including IRS Form 8594) in a manner consistent with the Allocation, final Allocation Schedule and (b) neither Buyer nor Seller will shall take any position (whether on audit, on Tax position before any Governmental Body Returns, or in any Proceeding with respect to Tax otherwise) that is in any way inconsistent with such AllocationAllocation Schedule; provided, however, provided that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body Entity based upon or arising out of the Allocationsuch Allocation Schedule, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body Entity challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Schedule.

Purchase Price Allocation. The parties agree to allocate the Purchase Price (including, for purposes of this Section 2.6, any other consideration treated for U.S. federal income tax purposes as being paid to Newpark, including any applicable liabilities assumed or taken subject to) among the assets of the Transferred Entities in accordance with an allocation schedule to be prepared by Purchaser in accordance with this Section 2.6. Within one hundred eighty thirty (18030) days after of the final determination of the Closing DateDate Net Working Capital and Final Working Capital Adjustment, Buyer and Seller Purchaser shall use their good faith efforts deliver to agree upon the Newpark an allocation (the “Allocation”) statement setting forth Purchaser’s allocation of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and any other applicable Tax Laws (as the Treasury Regulations thereundersame may be revised pursuant to this Section 2.6, the “Allocation Statement”). Within forty-five (45) days following its receipt of the Allocation Statement, Newpark shall have the right to dispute any such proposed allocation; otherwise, such proposed allocation shall become final. If Buyer Newpark so disputes any such allocation and Seller Purchaser and Newpark are unable to resolve any dispute regarding their disagreement within the Allocation within forty-five (45) days following notification of such one hundred eighty (180) day perioddispute, such the dispute shall be resolved promptly by submitted to the CPA FirmAccounting Arbitrator, the costs of which whose expense shall be borne equally by Buyer Purchaser and SellerNewpark, for resolution within forty-five (45) days of such submission. If The decision of the Purchase Price is adjusted Accounting Arbitrator with respect to such dispute shall be binding upon Purchaser and Newpark. Purchaser and Newpark (i) shall be bound by the allocations determined pursuant to this Agreement, the Allocation Section 2.6 for purposes of determining any Taxes; (ii) shall be adjusted as mutually agreed by Buyer prepare and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, such as IRS Form 85948594 or other Tax Returns required by Section 1060 of the Code) to be filed with any Tax authority in a manner consistent with the Allocation, such allocation; and (biii) neither Buyer nor Seller will shall take any Tax no position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; providedallocations in any Tax Return, however, any proceeding before any Tax authority or otherwise. In the event that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment such allocation is disputed by any Governmental Body based upon or arising out Tax authority, the party receiving notice of the Allocation, such dispute shall promptly notify and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide consult with the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each party hereto concerning resolution of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1such dispute.

Purchase Price Allocation. Seller and Buyer agree that the Purchase Price and Assumed Liabilities (plus other relevant items) shall be allocated amongst the Purchased Assets for Tax purposes as shown on the allocation schedule (the “Allocation Schedule”). Within one hundred eighty ninety (18090) days after of the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of provide Buyer with a proposed Allocation Schedule, which allocates the Purchase Price and Assumed Liabilities (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, other relevant items) among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderthereunder (and any similar provision of state, local or foreign law, as appropriate); provided, however, the Buyer and Seller hereby acknowledge and agree that the Real Property shall be valued at $81,712. Buyer shall have the ability to review, comment and approve such Allocation Schedule. If Buyer and Seller are unable does not object to resolve any dispute regarding the Seller’s proposed Allocation Schedule within thirty (30) days of receipt of the Allocation within such one hundred eighty (180) day periodSchedule, such dispute Buyer shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant deemed to this Agreement, the have approved such Allocation shall be adjusted as mutually agreed by Buyer and SellerSchedule. Buyer and Seller covenant will resolve any disagreement regarding the Allocation Schedule in good faith and, if they are unable to do so within fifteen (15) days after any objection from Buyer, the matter shall be submitted to the Independent Accounting Firm. If there are any post-Closing adjustments to the Purchase Price, Seller and Buyer shall cooperate with each other in good faith to agree that (a) on an amendment to the Allocation Schedule. Buyer and Seller shall agree to file all applicable income Tax Returns (including, but not limited towithout limitation, IRS Form 8594) consistent with the Allocation, and Allocation Schedule (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect as amended pursuant to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.12.7), except to the extent the allocation reflected therein is subsequently adjusted pursuant to an audit by the Internal Revenue Service or a court decision.

Purchase Price Allocation. Within one hundred eighty For all Tax purposes, Purchaser and the Sellers agree that the Purchase Price, any assumed liabilities and other relevant items which are attributable to the Company LLC Interests shall be allocated among the assets of the Company in accordance with the rules of the Code and the Treasury Regulations promulgated thereunder. The Sellers shall prepare an initial allocation and deliver such allocation to Purchaser for its review and approval within sixty (18060) days after the Closing Determination Date, Buyer and Seller . Such allocation shall use their good faith efforts to agree be mutually agreed upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC between Purchaser and the Treasury Regulations thereunderSellers. If Buyer and Seller are unable to resolve any Purchaser may dispute regarding the Allocation initial allocation by notifying the Sellers of such disagreement in writing, setting forth in reasonable detail its objections, within sixty (60) days after Purchaser’s receipt of such initial allocation; provided that if Purchaser does not provide such objection within such one hundred eighty sixty (18060) day period, Purchaser shall have been deemed to have agreed with the Sellers’ allocation. The Parties shall work in good faith to resolve any differences with respect to such dispute shall be resolved promptly by allocation. Purchaser and the CPA FirmSellers agree to report, act and file in accordance with the costs of which shall be borne equally by Buyer computations and Seller. If the Purchase Price is adjusted allocations as determined pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Section 2.8 in any relevant Tax Returns (includingor filings and to cooperate in the preparation of any such forms. The Parties shall promptly advise one another of the existence of any Tax audit, but not limited to, IRS Form 8594) consistent with controversy or litigation related to any allocation hereunder. None of the Allocation, and (b) neither Buyer nor Seller will Parties shall take any position (whether on any Tax position before any Governmental Body or Returns, in any Proceeding with respect to Tax proceeding or otherwise) that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be this Section 2.8 unless required to litigate before any court any proposed Tax deficiency or adjustment do so by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1applicable Law.

Purchase Price Allocation. Within one hundred eighty (180) days after The Company and Wyeth agree that the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) sum of the Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Liabilities shall be allocated among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code, pursuant to an allocation schedule (the “Allocation Schedule”) as agreed by Wyeth and the Treasury Regulations thereunderCompany in accordance with this Section 4.4. Wyeth shall provide to the Company a draft Allocation Schedule within ninety (90) days after the Closing. Thereafter, the Company shall have thirty (30) days either to (a) agree with and accept the Allocation Schedule or (b) to deliver to Wyeth any suggested changes to the Allocation Schedule. If Buyer the Company proposes changes, the Parties will work in good faith to reach agreement on a mutually acceptable Allocation Schedule within thirty (30) days after the Company has delivered its suggested changes. If the Company and Seller Wyeth are unable to resolve any dispute regarding and reach agreement on the Allocation Schedule within such one hundred eighty (180) day period, such dispute shall be resolved promptly by a nationally recognized accounting firm acceptable to the CPA FirmCompany and Wyeth, the costs of which shall be borne equally by Buyer the Company and SellerWyeth. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation The Company and Wyeth shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the each other promptly with any other information reasonably required to complete the Allocation Schedule. Once the Company and Wyeth have agreed on the Allocation Schedule or the allocation has been determined by the national recognized accounting firm pursuant to this paragraph, (i) the Allocation Schedule shall be binding upon the Parties, (ii) the Company and Wyeth shall complete and file IRS Form 8594 and (“Form 8883 8594”) (and any similar forms form required for state by state, local or local foreign law) using the Allocation Schedule, and (iii) the Company and Wyeth shall not take any position and shall cause their Affiliates not to take any position (whether in any audit, on any Tax purposesreturn, or otherwise) that is inconsistent with the allocation, in each case unless otherwise required by applicable Law or pursuant to a “determination” within the meaning of Section 1313(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Each of Buyer Not later than thirty (30) days prior to filing its respective Form 8594 relating to this transaction, the Company and Seller Wyeth shall notify each deliver to the other in Party a copy of its Form 8594, and within ten (10) days after filing its Form 8594 with the event IRS pursuant to this Section 4.4, each Party shall provide the other with a copy of an examinationsuch form as filed. To the extent required by applicable Law, audit or other proceeding regarding the Allocation determined under will be revised to reflect any adjustment of the Purchase Price pursuant to this Section 11.1Agreement.

Purchase Price Allocation. Within one hundred eighty (180) 120 days after the Closing Date, Buyer and shall provide to Seller shall use their good faith efforts to agree upon the a proposed allocation (the “Allocation”) of the Purchase Price described in Section 2.05(a) (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, 2.06) among the Assets for U.S. federal (Acquired Assets, which allocation shall be reasonable and applicable state and local) income Tax purposes in accordance with the principles of Section 1060 of the IRC Code and the Treasury Regulations thereunderpromulgated thereunder (the "Allocation Statement"). Within ten days following such provision, Seller shall have the right to object to the Allocation Statement (by written notice to Buyer), and if Seller objects, it shall notify Buyer (in such written notice) of such disputed item (or items) and the basis for its objection. If Seller does not object by written notice within such period, the Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement. Seller and Buyer and Seller are unable shall act in good faith to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute prior to the date on which Form 8594 is required to be filed with the appropriate Tax Authority. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved promptly by the CPA Firm, Arbitrating Accountant selected pursuant to the costs Accountant Selection Procedures. The fees and expenses of such Arbitrating Accountant shall be apportioned and paid equally by Seller and Buyer. Except with respect to any subsequent adjustments to the Purchase Price (which shall be borne equally by allocated using the mechanism for allocating Purchase Price in this Section 2.09), Seller and Buyer and Seller. If their respective Affiliates (i) shall be bound by the Purchase Price is adjusted determinations and the Allocation Statement determined pursuant to this AgreementSection 2.09 consistent therewith for purposes of determining any Taxes, the Allocation (ii) shall be adjusted as mutually agreed by Buyer prepare and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) required to be filed with any Tax Authority in a manner consistent with the AllocationAllocation Statement and (iii) shall take no position inconsistent with the Allocation Statement in any Tax Return, any proceeding before any Tax Authority or otherwise (in each case, unless required to do otherwise pursuant to a "determination" as defined in Section 1313 of the Code (a "Determination")). In the event that 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 Seller and Buyer shall cooperate in the preparation and timely filing of (1) Form 8594 and any comparable state or local forms or reports, and (b2) neither Buyer nor Seller will take to the extent permissible by or required by law, any Tax position before corrections, amendments, or supplements (or additional forms or reports) thereto (including any Governmental Body supplements, amendments, forms or in reports arising as a result of any Proceeding with respect adjustments to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposesPurchase Price). Each of Buyer and Seller shall notify the other Any First Earnout or Second Earnout paid will be allocated in the event of an examination, audit or other proceeding regarding same manner as the Allocation determined under initial Purchase Price allocation pursuant to this Section 11.12.09.

Purchase Price Allocation. Within one hundred eighty The Purchase Price will be allocated among the DIIG Equity Interests (180and, specifically, among the Equity Interests of DIIG I, New DIIG III, and Symbility), the DQ Valuation Assets, and the Luxco IP Assets in the manner set forth in Exhibit I, with (i) days after the Closing Dateamounts of the allocations for the DIIG Equity Interests (other than with respect to the Equity Interests of Symbility), Buyer the DQ Valuation Assets, and Seller shall use their the Luxco IP Assets to be determined, prior the Closing, in good faith efforts to agree upon by Buyers after consulting with Sellers and considering in good faith any changes reasonably requested by Sellers and (ii) the amount of the allocation for the Equity Interests of Symbility to be as set forth on Schedule 5.14(a) (the “Allocation”). For purposes of determining the Allocation, the amount of any Closing Net Indebtedness that results in a Purchase Price Reduction under Section 2.10(e) (Purchase Price Adjustment) will reduce the portion of the Purchase Price (plus Assumed Liabilities, allocated to the extent properly taken into account DIIG Equity Interests (other than the Equity Interests of Symbility). For the avoidance of doubt, the Allocation (including any revision thereof) will be made in a manner consistent with the principles of section 1060 of the Code and will reflect an allocation of the consideration paid under the IRC), this Agreement (as adjusted pursuant to Section 3.2, among the Assets determined for U.S. federal income tax purposes) among the various properties and assets acquired and the licenses and other rights granted (and as determined for U.S. federal income tax purposes). In the event that there is any adjustment to the consideration paid under this Agreement (as determined for U.S. federal income tax purposes), the parties will cooperate in good faith to reach an agreement to revise the Allocation to reflect any such adjustment. Except as may be required by applicable state and localTax Law or by a “determination” (within the meaning of section 1313(a) income Tax purposes in accordance with Section 1060 of the IRC and Code or any similar foreign, state, or local Tax provision), neither Sellers nor any of their Affiliates, nor Buyers or any of their Affiliates, will file any Tax Return or take any position with any Taxing Authority that is inconsistent with the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and SellerAllocation. If the Purchase Price Allocation is adjusted pursuant to this Agreementdisputed by any Taxing Authority, the Allocation shall be adjusted as mutually agreed by Buyer and Sellerparty receiving notice of such dispute will promptly notify the other parties hereto. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (includingSellers, but not limited to, IRS Form 8594) consistent with the AllocationBuyers, and (b) neither Buyer nor Seller their respective Affiliates will take cooperate in good faith in responding to any Tax position before any Governmental Body or in any Proceeding with respect such challenge to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out preserve the effectiveness of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180) days after the Following each Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the prepare an allocation (the “Draft Allocation”) of the applicable Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets and any other items constituting consideration for U.S. federal (and income tax purposes among the applicable state and local) income Tax purposes Project Holding Company’s assets in accordance with Section 1060 of the IRC Code. Seller shall provide Buyer with any information reasonably requested to prepare each Draft Allocation, and Buyer shall furnish Seller with a copy of each Draft Allocation. Seller shall provide any objections to any Draft Allocation to Buyer within fifteen (15) days after the receipt thereof, and the Treasury Regulations thereunderParties will negotiate in good faith to resolve such objection(s). If Seller and Buyer and Seller are unable reach an agreement with respect to resolve any dispute regarding the Draft Allocation within (each such one hundred eighty (180) day periodagreed allocation, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the a “Purchase Price is adjusted pursuant to this AgreementAllocation”), the (i) Seller and Buyer shall report consistently with such Purchase Price Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file in all Tax Returns (includingreturns, but not limited to, including IRS Form 8594) consistent , which Buyer, Seller, or any Affiliate shall timely file with the AllocationIRS, and (b) neither Buyer nor Seller will none of Seller, Buyer, or any Affiliate shall take any Tax position before any Governmental Body or in any Proceeding with respect to Tax Return that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Purchase Price Allocation, and neither Buyer nor Seller shall be as adjusted, in each case, unless required to litigate before any court any proposed Tax deficiency or adjustment do so by any Governmental Body challenging such Allocation. Each a Final Determination and (ii) each of Seller and Buyer and Seller agrees agree to provide the promptly advise each other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1existence of any Tax audit, controversy or litigation related to such Purchase Price Allocation.

Purchase Price Allocation. Within one hundred eighty Not later than sixty (18060) days after following the Closing Date, Buyer Purchaser shall prepare and Seller shall use deliver to Sellers for their review and consideration a schedule (the “Allocation Schedule”) allocating the Purchase Price among the various assets comprising the Purchased Assets in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of state or local Tax law) or any successor provision. If Sellers disagree with or raise objections to the Allocation Schedule, Purchaser and Sellers will negotiate in good faith efforts to resolve such objections. If the Parties are able to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed LiabilitiesPrice, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (Purchaser and applicable state Sellers shall report and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594including any amended Tax Returns and claims for refund) consistent with the Allocationsuch mutually agreed Purchase Price allocation, and shall take no position contrary thereto or inconsistent therewith (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or including in any Proceeding audits or examinations by any Taxing authority or any other proceedings). Purchaser and Sellers shall file or cause to be filed any and all forms (including U.S. Internal Revenue Service Form 8594), statements and schedules with respect to Tax that is such allocation, including any required amendments to such forms. If, on the other hand, the Parties are unable mutually to agree upon the manner in any way inconsistent with such Allocation; providedwhich the Purchase Price should be allocated, however, that nothing contained herein Purchaser and Sellers shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out be free to make their own respective allocations of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Purchase Price for Tax deficiency or adjustment by any Governmental Body challenging such Allocationpurposes. Each of Buyer and Seller agrees to provide the other promptly with Notwithstanding any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each provisions of Buyer and Seller shall notify the other this Agreement, in the event the Parties mutually agree upon the allocation of an examinationthe Purchase Price, audit or other proceeding regarding the Allocation determined under provisions of this Section 11.12.7 shall survive the Closing.

Purchase Price Allocation. Within one hundred eighty Not later than ninety (18090) days after the Closing Date, Buyer Purchaser shall prepare and Seller shall use their good faith efforts deliver to agree upon the allocation Sellers’ Representative a copy of Form 8594 and any required exhibits thereto (the “AllocationAsset Acquisition Statement”) of allocating the Purchase Price (plus Assumed Liabilities, to Total Consideration among the extent properly taken into account under the IRC)Purchased Assets, as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes determined in accordance with the statement attached hereto as Exhibit B (the “Purchase Price Allocation Statement”) and Section 1060 of the IRC Code and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 promulgated thereunder (and any similar forms required for provisions of state or local Tax purposesLaw, as appropriate). Each of Buyer and Seller shall notify the other cooperate with Purchaser as requested in the event preparation of an examinationthe Asset Acquisition Statement. Purchaser shall prepare and deliver to the Sellers’ Representative 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, audit if any). The Total Consideration paid by Purchaser for the Purchased Assets shall be allocated in accordance with the Asset Acquisition Statement or, if applicable, the last of the Revised Statements provided by Purchaser to the Sellers’ Representative. For purposes of this Section 2.7, the Purchased Assets to be treated as intangible assets as provided in Section 197 of the Code shall not include the covenant not to compete as set forth in Section 7.7 and the non-competition/non-solicitation agreements of the holders of capital stock or other proceeding regarding equity or voting securities of each of the Allocation determined under this Sellers contemplated by Section 11.19.1(s), as the same are not intended to be compensatory in nature but rather sought to protect Purchaser’s investment in the acquired goodwill as evidenced by the Purchase Premium, and as no separate consideration being paid therefor.

Purchase Price Allocation. Within one hundred eighty Purchaser and Sellers shall use commercially reasonable efforts to agree, no later than thirty (18030) days after the Closing Datefinal determination of the Final Purchase Price under Section 2.8, Buyer to an allocation for U.S. federal income tax purposes of the Final Purchase Price (and Seller shall use their good faith efforts any other item included in computing consideration for applicable U.S. federal income tax purposes to agree upon the allocation extent known at such time) among the assets of each Company Group Member (other than assets treated as owned by the Tax Partnership for U.S. federal income tax purposes) and the portion of such consideration allocated to the Tax Partnership Interests among the assets treated as owned by the Tax Partnership for U.S. federal income tax purposes, and then among the six categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060) in accordance with Sections 755 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Tax Allocation”) of the Purchase Price (plus Assumed Liabilities, ). If Sellers and Purchaser reach an agreement with respect to the extent properly taken into account under Tax Allocation, (i) Purchaser and Sellers shall use commercially reasonable efforts to update the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes Allocation in accordance with Section 1060 of the IRC and Code following any subsequent adjustment to the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Final Purchase Price is adjusted pursuant to this Agreement, and (ii) Purchaser and Sellers shall, and shall cause their respective Affiliates to, report consistently with the Allocation shall be adjusted Tax Allocation, as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file adjusted, on all Tax Returns (includingReturns, but not limited to, including IRS Form 8594) consistent with the Allocation8594 (Asset Acquisition Statement under Section 1060), and (b) neither Buyer nor Seller will not take any position for Tax position before purposes (whether on any Governmental Body or Tax Return, in any Proceeding with respect to Tax Taxes or otherwise) that is in any way inconsistent with such the Tax Allocation, as adjusted, unless otherwise required by a “determination” as defined in Section 1313(a) of the Code (or any corresponding or similar provision of applicable state or local Tax Law); provided, however, that nothing contained herein no Party shall prevent Buyer be unreasonably impeded in its ability and discretion to negotiate, compromise or Seller from settling settle any proposed audit, litigation or other Proceeding in connection with such Tax deficiency or adjustment by any Governmental Body based upon or arising out Allocation. If Sellers and Purchaser are unable to reach an agreement with respect to the Tax Allocation within thirty (30) days after the final determination of the AllocationFinal Purchase Price under Section 2.8, and neither Buyer nor Seller then each Party shall be required entitled to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding adopt its own position regarding the Allocation determined under this Section 11.1Tax Allocation.

Purchase Price Allocation. Within one hundred eighty The Parties shall (180i) days after first allocate to the Closing Datetangible Assets, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) if any, a proportion of the Purchase Price (plus Assumed Liabilitiesand, to the extent properly taken into account under the IRCapplicable Tax Laws, the Assumed Liabilities), equal to the net book value of such Assets as of the Closing Date and (ii) then allocate the balance of the Purchase Price, as adjusted pursuant in clause (i) of this Section, to Section 3.2the intangible Assets. To the extent necessary to file Transfer Tax Returns, the Parties shall negotiate in good faith to determine an allocation of the Purchase Price (and, to the extent properly taken into account under the applicable Tax Laws, the Assumed Liabilities), among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with the principles of Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder and other applicable Tax Laws, which allocation shall be subject to the principles of Section 2.2.42.2.3(a) (such allocation, a “Partial Allocation”). If Buyer and Seller are unable The Purchaser shall deliver to resolve any dispute regarding the other Primary Party a proposed Partial Allocation within such one hundred eighty ten (18010) day period, such dispute shall be resolved promptly by Business Days after the CPA Firm, the costs of which shall be borne equally by Buyer and SellerClosing Date. If the Purchase Price is adjusted pursuant Parties do not reach agreement on a Partial Allocation after negotiating in good faith for a period of ten (10) Business Days from the date upon which the Purchaser delivers to this Agreementthe other Primary Party its proposed Partial Allocation, the Partial Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller submitted to the Accounting Arbitrator, which shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such prepare a final Partial Allocation; provided, however, that nothing contained herein if a different Partial Allocation is required by a Government Entity (including for this purpose an allocation required, approved or authorized pursuant to a Bankruptcy Proceeding), then the Partial Allocation shall prevent Buyer be modified as necessary to be consistent with the required allocation (but in all cases shall be subject to the principles of Section 2.2.42.2.3(a)). Notwithstanding the preceding sentence, if the Parties have not reached agreement on the Partial Allocation and the Accounting Arbitrator has not submitted its determination on or Seller from settling before the date that a Transfer Tax Return is required to be filed with the relevant Tax Authority (giving effect to any proposed valid extensions) pursuant to Section 6.7(b), then such Transfer Tax deficiency Return shall be timely filed in the manner that the Party with primary responsibility for paying the liability associated with such return reasonably determines and shall, upon receiving the Accounting Arbitrator’s later determination and to the extent permitted under applicable Law, promptly file an amended return in accordance therewith. The Parties agree (i) to be bound by the final Partial Allocation accepted by the Parties or adjustment prepared by any Governmental Body based upon or arising out of the AllocationAccounting Arbitrator (as modified to be consistent with the allocation required by a Government Entity, as described above), as applicable, and neither Buyer nor Seller shall be required (ii) to litigate before act in accordance with the allocations contained in such final Partial Allocation for all purposes relating to Transfer Taxes (including the preparation and filing of any court any proposed Transfer Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposesReturns). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180) days a reasonable period after the Closing Date, anticipated to be on or about December 15, 2010, the Buyer shall prepare and deliver to the Seller shall use their good faith efforts to agree upon the allocation a schedule (the “AllocationAsset Acquisition Statement”) of allocating the Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Liabilities among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code. The Buyer shall prepare and deliver to the 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 the Buyer for the Purchased Assets and the Treasury Regulations thereunder. If amount of the Assumed Liabilities must be allocated among the Purchased Assets in accordance with the Asset Acquisition Statement, or, if applicable, the last Revised Statement, provided by the Buyer to the Seller, and all income Tax Returns and reports filed by the Buyer and the Seller are unable to resolve any dispute regarding the Allocation within must be prepared consistently with such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firmallocation. For purposes of this Section 3.3, the costs of which shall be borne equally by Buyer and Seller. If Purchased Assets include the Purchase Price is adjusted pursuant covenants not to this Agreement, the Allocation shall be adjusted compete as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or set forth in any Proceeding with respect to Tax that is in any way inconsistent with such AllocationSection 9.9; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before not allocate more than $100,000 toward any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocationcovenant without the Seller’s written consent. Each of the Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall promptly notify the other in if any Taxing Authority challenges the event of an examinationAsset Acquisition Statement, audit or other proceeding regarding or, if applicable, the Allocation determined under this Section 11.1last Revised Statement.

Purchase Price Allocation. Within one hundred eighty (180) No later than 45 days after following the Closing DateClosing, Buyer and the Seller shall use their good faith efforts prepare and deliver to agree upon the allocation (the “Allocation”) of Purchaser, for its review and approval, a statement allocating, for U.S. federal income Tax purposes, the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets increased for U.S. federal (and applicable state and local) income Tax purposes to take into account any Liabilities of the Company and LiveTV Satellite) among the assets of the Company and LiveTV Satellite, including shares of stock in Subsidiaries (such statement the “Allocation Statement”), in accordance with Section 1060 of the IRC Code and the Treasury Regulations regulations promulgated thereunder. If Buyer Thereafter, the Purchaser and the Seller are unable shall negotiate in good faith to resolve any differences they have with respect to the Allocation Statement during the 60 days immediately following delivery of the Allocation Statement by the Seller. Notwithstanding anything herein to the contrary, if a dispute regarding the Allocation within Statement remains after such one hundred eighty (180) day periodgood faith negotiation, such dispute shall be resolved promptly referred to the Accounting Firm, which shall submit its final determination within 20 days and such determination shall be final, binding and conclusive on the parties. Any and all costs incurred in connection with such retention of the Accounting Firm shall be equally borne by the CPA Purchaser and the Seller. When an agreement on the Allocation Statement is reached between the Purchaser and the Seller or determined by the Accounting Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer the Allocation Statement shall be conclusive and binding upon the parties for all purposes, and neither the Purchaser nor the Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or which is inconsistent with such allocation, (b) the Seller and the Purchaser shall each file an IRS Form 8594 and all U.S. federal, state, local and other Tax Returns required to be filed in any Proceeding accordance with the Allocation Statement and (c) the parties agree to consult, and to cause their respective Affiliates to consult, with one another with respect to any Tax that is in any way inconsistent with such Allocation; providedaudit, howevercontroversy or litigation relating to the Allocation Statement by the IRS or another Tax authority (it being understood that, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of notwithstanding the Allocationforegoing, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the IRS challenges any position taken by any party relating to the Allocation determined under this Section 11.1Statement, such party may settle or litigate such challenge without the consent of, or liability to, the other party). The Allocation Statement may be revised by the Purchaser and the Seller to reflect any Purchase Price adjustments.

Purchase Price Allocation. Within one hundred eighty The aggregate cash purchase price for the Purchased Assets and for the covenant of Seller not to compete contained in Section 5.07 is as set forth in Schedule 2.03(i) (180) days after the "Purchase Price"), payable in cash at the Closing Datein the manner provided in Section 2.04(b). Purchaser shall reimburse Seller for the amount of all prepaid rent and deposits attributable to the Purchased Assets and the Business as well as the amount of outstanding employee advances (but not loans or advances evidenced by or amounts owed under promissory notes unless the same are transferred and assigned to Purchaser) to any Transferred Employee, Buyer all as set forth in Schedule 2.03(ii). The covenant of Seller not to compete contained in Section 5.07 shall be valued at the amount set forth in Schedule 2.03(iii) and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) remainder of the Purchase Price (plus Assumed Liabilitiesis allocable to, and deemed to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes be in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firmconsideration of, the costs Purchased Assets. The amount of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, shall be allocated by Purchaser among the Purchased Assets (together with any Liability of Seller assumed by Purchaser) (the "Allocation") and such Allocation shall be adjusted as mutually agreed consistent with the asset valuation prepared by Buyer Purchaser or its advisors and shall be approved by Seller, which approval shall not be unreasonably withheld. Buyer The Allocation shall be conclusive and binding upon Purchaser and Seller covenant for all purposes, and agree that (a) Buyer each of Purchaser and Seller shall file agrees that all Tax Returns returns and reports (including, but not limited to, including IRS Form 8594) and all financial statements shall be prepared in a manner consistent with the Allocation, (and (b) neither Buyer Purchaser nor Seller will take Parties shall otherwise file a tax return position inconsistent with) the Allocation unless required by the IRS or any Tax position before any Governmental Body or in any Proceeding with respect to Tax that other applicable Taxing Authority. If such Allocation is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment disputed by any Governmental Body based upon or arising out Entity, the party receiving notice of the Allocation, and neither Buyer nor Seller such dispute shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other party hereto of the existence thereof, and shall cooperate with the other party in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1resolving such dispute.

Purchase Price Allocation. Within one hundred eighty (180) days As soon as practicable after the Closing Datedate hereof but prior to the Closing, Buyer and Seller Purchaser shall deliver to the Company a written estimate of allocation of the Purchase Price among the Harvxx Xxxertainment Assets. The parties shall use their reasonable good faith efforts to mutually agree upon the a final allocation (the “Allocation”) schedule of the Purchase Price and the Assumed Liabilities among the Harvxx Xxxertainment Assets, recognizing that the overwhelming preponderance of the value of the Harvxx Xxxertainment Assets is in the intellectual property assets and the Assigned Receivables being purchased by Purchaser hereunder. If the parties fail to reach agreement on the final allocation schedule, the parties shall engage an appraisal firm to determine such final allocation schedule (plus Assumed Liabilities, which determination shall be binding on the parties). Purchaser and Sellers will each make available to the extent properly taken into account under the IRC)appraisal firm such personnel and such information, books and records as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall may be resolved promptly reasonably required by the CPA Firm, the costs appraisal firm to make its final allocation. The cost of which any appraisal shall be borne equally by Buyer between Purchaser, on the one hand, and SellerSellers, on the other. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and The parties agree that (a) Buyer the final allocation schedule shall be consistent with and Seller shall governed by Section 1060 of the Internal Revenue Code (including IRS Form 8594 or any other forms and reports required to be filed pursuant to Section 1060 of the Internal Revenue Code or any comparable provision of state, local or foreign law for filing by each) and (b) each party will file all Tax Returns and determine all Taxes (including, but not limited towithout limitation, IRS Form 8594for purposes of Section 1060) consistent in accordance with the Allocationand based on such final allocation, and (b) neither Buyer nor Seller will take any position that is inconsistent therewith upon examination of any Tax position before any Governmental Body or Return, in any Proceeding with respect to Tax that is refund claim, in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer litigation or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1otherwise.

Purchase Price Allocation. Within one hundred eighty (180a) days after To the Closing Dateextent permitted by applicable Law, Buyer Seller, on behalf of itself and the Equity Selling Entities and the Asset Selling Entities, and Purchaser, on behalf of itself and any Permitted Designee, have agreed to allocate the Final Aggregate Purchase Price, the amount of Assumed Liabilities and other relevant amounts among the Equity Interests (and to the extent required or permitted by applicable Tax Law, the underlying assets held by Conveyed Companies) and the Purchased Assets (and to the extent required or permitted by applicable Tax Law, the non-competition covenant contained in Section 5.15 and any licenses acquired pursuant to this Agreement) (collectively, the “Section 2.10 Assets”), in a manner consistent with Sections 1060 and 338 of the Code (as applicable) (and any other applicable Tax Law) and the methodology set forth in Schedule B (the “Allocation Methodology”). Purchaser and Seller shall use their good faith efforts 58 agree on a preliminary allocation of the Purchase Price, the Assumed Liabilities and other relevant amounts (the “Asset Allocation”) prior to agree upon the allocation Closing Date among the Section 2.10 Assets, in a manner consistent with Sections 1060 and 338 of the Code (and any other applicable Tax Law), the Allocation Methodology and this Section 2.10 and based on the information available as of the Balance Sheet Date. Within ninety (90) Business Days after the Post-Closing Statement becomes final pursuant to Section 2.9(a)(ii), Seller shall deliver to Purchaser a statement (the “Allocation”) of ), allocating the Final Aggregate Purchase Price (plus Assumed LiabilitiesLiabilities and other relevant amounts, to the extent properly taken into account under Sections 1060 and 338 of the IRCCode (as applicable) (and any other applicable Tax Law), as adjusted pursuant to Section 3.2, ) among the Section 2.10 Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section Sections 1060 and 338 of the IRC Code (as applicable) (and any other applicable Tax Law). Notwithstanding anything in this Agreement to the contrary, the parties agree that the Allocation will be consistent with the methodologies, policies and principles of the Allocation Methodology and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, Asset Allocation; provided that the Allocation shall reflect any adjustments since the Balance Sheet Date. To the extent permitted by applicable Law, each of the Seller Entities on the one hand and Purchaser, the Permitted Designees and the Conveyed Companies on the other shall (i) be adjusted as mutually agreed bound by Buyer the Allocation for purposes of determining any Taxes; (ii) prepare and Seller. Buyer file, and Seller covenant cause its Affiliates to prepare and agree that (a) Buyer and Seller shall file all file, its Tax Returns on a basis consistent with the Allocation (including, but not limited to, IRS including Internal Revenue Service Form 8594) consistent and (iii) take no position inconsistent with the Allocation, and (b) neither Buyer nor Seller will cause its Affiliates to take no position inconsistent with the Allocation, on any applicable Tax position before any Governmental Body Return or in any Proceeding proceeding before any Taxing Authority or otherwise, in each case, except as otherwise required pursuant to a Final Determination. In the event that the Allocation is disputed by any Taxing Authority, the Party (or its Affiliate) receiving notice of the dispute shall promptly notify the other Party hereto, and Seller and Purchaser agree to use their reasonable best efforts to defend such Allocation in any Contest. In the event that an adjustment to the Final Aggregate Purchase Price is made pursuant to this Agreement (including, for the avoidance of doubt, any adjustment resulting from any actions pursuant to the Restructuring that occur after finalization of the Post-Closing Statement as provided in Section 5.20 or any change in the Equity Interests or the Purchased Assets or other Section 2.10 Assets among which the Final Aggregate Purchase Price is allocated pursuant to this Section 2.10 resulting from any actions pursuant to the Restructuring that occur after finalization of the Post-Closing Statement as provided in Section 5.20), Purchaser and Seller shall use their reasonable best efforts to mutually agree to an allocation of any such post-Closing adjustment in a manner consistent with the Allocation and this Section 2.10. For the avoidance of doubt, the Parties shall respect the Allocation agreed upon pursuant to this Section 2.10 with respect to Tax the Purchased Assets sold by the Asset Selling Entities that is are organized in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out the People’s Republic of China and for the sale of Equity Interests of the Allocation, Chinese Entities and neither Buyer nor Seller in no event shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding Parties adjust the Allocation determined under this Section 11.1with respect to such Purchased Assets or Equity Interests.

Purchase Price Allocation. Within one hundred eighty (180a) Purchaser and BIL shall use commercially reasonable efforts to prepare and deliver to Seller, within ninety (90) calendar days after the Closing Date, Buyer copies of Form 8594 under the Internal Revenue Code (and Seller shall use their good faith efforts to agree upon any comparable form under any applicable Tax Law of any other jurisdiction where any of the allocation Purchased Assets are situated, by the date required by applicable Law) and any required exhibits thereto (the “AllocationAsset Acquisition Statement”) of allocating the Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Liabilities among the Assets Purchased Assets. Seller shall provide such cooperation to Purchaser and BIL as may be required for U.S. federal (the preparation of such forms and applicable state as Purchaser and local) income Tax purposes in accordance with Section 1060 BIL may reasonably request. Thereafter Purchaser and BIL shall prepare and deliver to Seller from time to time revised copies of the IRC and Asset Acquisition Statement (the Treasury Regulations thereunder. If Buyer and Seller are unable “Revised Statements”) so as to resolve report any dispute regarding matters in the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs Asset Acquisition Statement that require revision as a result of which shall be borne equally by Buyer and Seller. If any adjustment to the Purchase Price is adjusted pursuant to this Agreement. If Seller disputes any calculation in the Asset Acquisition Statement or Revised Statements (as the case may be), Seller shall deliver written notice of its objection to Purchaser within ten (10) calendar days after delivery by Purchaser and BIL of the Allocation applicable Asset Acquisition Statement or Revised Statement to Seller, specifying in reasonable detail the 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 ten (10) calendar days, and if amicable resolution is not reached, either Party may refer the matter for determination to an Accountant, whose determination shall be adjusted as mutually agreed by Buyer final and Sellerbinding. Buyer The fees and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out expenses of the Allocation, and neither Buyer nor Seller Accountant shall be required to litigate before any court any proposed Tax deficiency or adjustment borne by any Governmental Body challenging the non-prevailing Party in such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1dispute.

Purchase Price Allocation. Within one hundred eighty ninety (18090) days after of the Initial Closing Date, the Buyer shall prepare (or cause to be prepared) and Seller shall use their good faith efforts to agree upon submit for Seller’s review an allocation of the allocation Initial Closing Cash Consideration and any assumed liabilities, costs and other items included in “consideration” for purposes of Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate) (the “AllocationSection 1060 Consideration”) ), which shall be allocated among the assets of BrandCo based on the fair market values of the Purchase Price (plus Assumed Liabilities, to acquired assets as of the extent properly taken into account under the IRC)Initial Closing Date, as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (determined and applicable state and local) income Tax purposes allocated in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunder. The Seller shall timely deliver all such documents and other information as the Buyer may reasonably request in preparing such allocation. Buyer shall deliver such allocation to the Seller within ninety (90) days after the Initial Closing Date. If within thirty (30) days following receipt, the Seller has not notified the Buyer in writing of its disagreement with such allocation, such allocation shall be final and binding. If within such 30-day period the Seller so notifies the Buyer, the Seller and Buyer shall endeavor to resolve such disagreement and, if they are able to do so, shall make such revisions to the allocation to reflect such resolution, which shall be final and binding. If the Seller and Buyer are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day perioddispute, such dispute shall be resolved promptly by Independent Accountant in accordance with the CPA Firm, procedure set forth in Section 2.4(e). The Seller and the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreementtheir Affiliates shall report, the Allocation shall be adjusted as mutually agreed by Buyer act, and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with any such final and binding allocation, as determined by agreement by Xxxxx and Seller, or based on resolution of any dispute by the Allocation, and (b) neither Independent Accountant. Neither the Seller nor the Buyer nor Seller will shall take any position (whether in audits, Tax position before any Governmental Body Returns, or in any Proceeding with respect to Tax otherwise) that is in any way inconsistent with any such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be allocation unless required to litigate before any court any proposed Tax deficiency or adjustment do so by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1applicable Law.

Purchase Price Allocation. Within one hundred eighty (180) days after The Sellers and the Closing Date, Buyer and Seller shall use their good faith efforts to Purchaser hereby agree upon the allocation (the “Allocation”) of that the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2and any other items required for Tax purposes) shall be allocated for purposes of Taxes, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 each of the IRC Sellers and further among the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns Purchased Assets (including, but not limited toto (i) Inventory of stock in trade, IRS Form 8594(ii) consistent furniture and fixtures, (iii) machinery and equipment, (iv) land and buildings, (v) covenants not to compete, (vi) goodwill and other intangible assets, and (vii) other assets) in accordance with the rules of Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any similar provision of state, local or foreign law. The Purchaser shall retain Xxxxx Xxxxxxxx LLP to prepare the allocation (the “Purchase Price Allocation”), and such allocation by Xxxxx Xxxxxxxx LLP shall be final and binding on the Sellers and Purchaser. The Purchaser and Sellers shall (a) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the Purchase Price Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustments to the Purchase Price and (b) neither Buyer nor Seller will file all federal, state and local Tax Returns and related tax documents consistent with such allocations, as the same may be adjusted pursuant to the terms of Section 3.2 or any other provisions of this Agreement, and not take any position (whether in audits, Tax position before any Governmental Body Returns or in any Proceeding with respect to Tax that is in any way otherwise) inconsistent with such Allocation; providedallocation unless otherwise required by applicable law. Notwithstanding anything in this Agreement to the contrary, however(i) no amendment to the Purchase Price Allocation shall be effective without the approval and consent of Purchaser and Sellers, and (ii) the Sellers and the Purchaser hereby agree that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out $5,550,000 of the Allocation, and neither Buyer nor Seller Purchase Price shall be required allocated to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1DIR.

Purchase Price Allocation. Within one hundred eighty sixty (18060) days after following the Closing DateClosing, Buyer and Purchaser shall deliver to Seller shall use their good faith efforts to agree upon the a proposed allocation (the “Allocation”) of the Purchase Price (plus including the Assumed Liabilities, to the extent Liabilities and any other amounts properly taken into account under the IRC), treated as adjusted pursuant to Section 3.2, consideration for Tax purposes) among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 thereunder (and any similar forms required for state provision of state, local or local Tax purposesforeign law, as applicable). Each of Buyer and Seller shall notify have thirty (30) days following receipt of Purchaser’s proposed allocation to review and comment on such proposed allocation and Purchaser shall consider such comments in good faith. Thereafter, Purchaser shall provide Seller with Purchaser’s final allocation schedule (the “Final Allocation”). Seller and Purchaser agree to cooperate with each other in preparing IRS Form 8594 (including any subsequent adjustments required thereto) in a manner consistent with such Final Allocation, and to furnish the other with a copy of such form prepared in the event of an examination, audit or other proceeding regarding the Allocation draft form within a reasonable period before its filing due date. Neither Purchaser nor Seller shall take any position in any Tax Returns that is inconsistent with such allocation unless such allocation is challenged by a Taxing Authority. The Purchase Price allocation determined under in connection with this Section 11.19.02 shall be utilized for Tax reporting purposes only. For the avoidance of doubt, such allocation shall not be binding upon any party for purposes other than Tax reporting or used as evidence, or for any other purpose, in connection with any dispute regarding valuation or allocation of the Purchase Price and/or Assumed Liabilities. The provisions of this Section 9.02 shall not apply if Purchaser determines to treat the transfer of the Assets as a “reorganization” in accordance with Section 1.10 herein.

Purchase Price Allocation. Within one hundred eighty The Purchase Price and any other amounts treated as consideration for U.S. federal income tax purposes shall be allocated among the assets and properties of Holdings in accordance with, as applicable, Sections 1060 and 751 of the Code and the Treasury Regulations promulgated thereunder and Annex IV hereto. Buyer shall prepare and deliver to the Member Representative an allocation schedule that is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and Annex IV hereto within ninety (18090) days after following the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”). The Member Representative may dispute any amounts reflected on the Allocation by providing notice to Buyer of the disputed items and setting forth the Member Representative’s proposed allocation of the Purchase Price and other relevant amounts. In such case, the Member Representative and Buyer agree to consult with each other in good faith to explore whether a mutually satisfactory solution to the disputed matters, if any, can be reached. In the event the Member Representative and Buyer are unable to reach a mutually satisfactory solution to the disputed matters, the Member Representative and Buyer may either (a) upon the consent of both Parties, cause the Independent Accounting Firm to resolve any remaining disputes or (b) each prepare its own allocation pursuant to Section 1060 of the Code and the Treasury Regulations promulgated thereunder and Annex IV hereto and file any applicable Tax Return (including IRS Forms 8308 and 8594, as applicable) in accordance with its allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by the Members, on the one hand, and Buyer, on the other hand. An allocation of the Purchase Price (plus Assumed Liabilitiesand other relevant amounts), to prepared by Buyer if not disputed by the extent properly taken into account under the IRC)Member Representative, as adjusted pursuant to any agreement between the Member Representative and Buyer, or as determined by the Independent Accounting Firm in accordance with this Section 3.25.3, among shall be conclusive and binding on the Assets Parties absent manifest error. The allocation of the Purchase Price (and other relevant amounts) shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price, any liabilities assumed, and any other amounts treated as consideration for U.S. federal income Tax purposes. The Parties agree (and applicable state agree to cause their respective Affiliates) to prepare and localfile all relevant federal, state, local and foreign Tax Returns (including IRS Forms 8308 and 8594, as applicable) income Tax purposes in accordance with this Section 1060 5.3, and shall not take any position inconsistent with such allocation on any Tax Return or in any Tax proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the IRC and Code (or any applicable analogous provision of state, local or non-U.S. law). In the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding event that the Allocation within such one hundred eighty (180) day periodis disputed by any Governmental Entity, the Party receiving notice of such dispute shall be resolved use commercially reasonable efforts to promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other Parties in writing of such notice and resolution of the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1dispute.

Purchase Price Allocation. Within one hundred eighty Each of Seller and Buyer agree to allocate the Purchase Price according to the methodology set forth in Exhibit H. Buyer shall prepare a draft of the allocation (180and any subsequent payments under Section 2.05 (the “Allocation”) and shall deliver such draft Allocation to Seller no later than ninety (90) days after the Closing Date, Buyer and Seller shall use their good faith efforts . The Allocation is intended to agree upon comply with the allocation (the “Allocation”) requirements of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code. For a period of thirty (30) days after Bxxxx provides the draft Allocation to Seller, Seller shall have the opportunity to review and comment on the Treasury Regulations thereunderdraft Allocation, and Buyer shall incorporate any reasonable comments provided by Seller in writing. If Seller and Buyer will not, and will cause their respective Affiliates not to, take a position in any forum that is inconsistent with the Allocation, including taking an inconsistent position on any Tax Return, before any Taxing Authority or in any Tax Proceedings. Each of Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty and Buyer shall (180) day period, such dispute and if applicable shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that cause their respective Affiliates to): (a) Buyer prepare and Seller shall file all their respective Tax Returns (including, but not limited to, IRS Form 8594) that are filed after the Effective Date on a basis consistent with the Allocation, and ; (b) neither Buyer nor Seller will take no position inconsistent with the Allocation in any Tax position before any Governmental Body or Proceeding unless otherwise required by Applicable Law; and (c) use commercially reasonable efforts to defend the Allocation in any Proceeding with respect Tax Proceeding, unless otherwise required as a result of a change in Applicable Law. The Allocation provided for herein may be adjusted from time to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment time as required by any Governmental Body based upon or arising out Section 1060 of the Allocation, Code for any subsequent payments under Section 2.05. Such adjustment will be allocated in a manner consistent with the final Allocation and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each Section 1060 of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Code.

Purchase Price Allocation. Within one hundred eighty Seller and Purchaser agree that, for the purposes of Section 1060 of the Code, the Purchase Price, the Assumed Liabilities and any other items that are treated as consideration for Tax purposes (180“Tax Consideration”) shall be allocated among the Transferred Assets as set forth on Schedule 6.18(a) (the “Allocation Schedule”). No later than 90 days after the Closing Date, Buyer and Purchaser shall deliver to Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) proposed allocations of the Purchase Price (plus Assumed LiabilitiesTax Consideration, to in each case determined in a manner consistent with the extent properly taken into account under the IRC)Allocation Schedule, as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderpromulgated thereunder (the 49 “Purchaser’s Allocations”). Seller and Purchaser shall negotiate in good faith to resolve any disagreements Seller has with any of the Purchaser’s Allocations. If Buyer Seller and Seller Purchaser are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day perioddisagreements, such dispute Seller and Purchaser shall be resolved promptly by permitted to separately determine the CPA Firmallocation of the Tax Consideration in any manner consistent with applicable Tax Law. To the extent that the Purchaser and Seller agree on the allocation of the Tax Consideration, each of Seller, Purchaser and their respective Affiliates shall (i) prepare and file their respective Tax Returns (including IRS Form 8594) that are filed after the costs Closing Date on a basis consistent with such allocation, (ii) take no position inconsistent with such allocation in any Tax Proceeding unless otherwise required as a result of which shall be borne equally by Buyer a change of applicable Law after the date of this Agreement or a contrary determination within the meaning of Section 1313 of the Code and Seller. If (iii) make appropriate adjustments to such allocation if the Purchase Price is adjusted after the date hereof (including pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and SellerSection 3.03 or Article X). Buyer and Seller covenant and agree that (a) Buyer Purchaser and Seller shall file all Tax Returns (includingcooperate fully, but not limited to, IRS Form 8594) consistent with as and to the Allocationextent reasonably requested by the other applicable party, and shall retain and (bupon the other applicable party’s request) neither Buyer nor Seller will take furnish or cause to be furnished to the other applicable party, as promptly as practicable, such information and assistance relating to the Transferred Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Return.

Purchase Price Allocation. Within one hundred eighty Not later than thirty (18030) days Business Days after the Closing Date, Buyer Sellers shall prepare and Seller shall use their good faith efforts deliver to agree upon Purchaser an allocation schedule setting forth Sellers’ determination of the allocation (of the “Allocation”) sum of the Purchase Price and assumed (plus Assumed Liabilities, or deemed assumed) obligations to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Code among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance assets of the Cardinal Companies that complies with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder (the “Allocation”). Sellers and Purchaser shall work in good faith to resolve any disputes relating to the Allocation within 30 days. If Buyer Sellers and Seller Purchaser are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day perioddispute, such dispute shall be resolved promptly by the CPA Firma nationally recognized independent accounting firm to be mutually selected by Sellers, on the one hand, and Purchaser, on the other hand, the costs of which shall be borne equally fifty percent (50%) by Buyer the Sellers, on the one hand, and Sellerfifty percent (50%) by Purchaser, on the other hand. If Sellers and Purchaser shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the allocable Purchase Price is adjusted or any other amounts constituting consideration for federal Income Tax purposes pursuant to this Agreement. Sellers and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file in all Tax Returns (includingReturns, but not limited to, IRS Form 8594) consistent and none of the Parties shall take any position in any Tax Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code or with the consent of the other Parties, which shall not be unreasonably withheld, conditioned or delayed. Each of the Sellers and (b) neither Buyer nor Seller will take Purchaser agrees to promptly advise each other regarding the existence of any Tax position before any Governmental Body audit, controversy or in any Proceeding with respect litigation related to Tax that is in any way inconsistent with such the Allocation; provided, however, that nothing contained herein in this Section 5.01(f) shall prevent Buyer require any of the Parties to litigate before any court or Seller from settling challenge any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of Taxing Authority challenging the Allocation; provided, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency further, that, after consultation with the party (or adjustment parties) adversely affected by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide Taxing Authority allocation (or proposed allocation), the other promptly with any other information party (or parties) hereto may file such protective claims or Tax Returns as may be reasonably required to complete Form 8594 and Form 8883 protect its (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1their) interests.

Purchase Price Allocation. Within one hundred eighty forty-five (18045) days after following the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) determination of the final Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Buyer shall provide the Sellers’ Representative with an allocation of the Purchase Price among the Assets for U.S. federal (and applicable state and local) income Tax purposes prepared in accordance with Treasury Regulations Section 1060 1.1060-1 and IRS Form 8594 (the “Purchase Price Allocation”). The Sellers’ Representative shall notify the Buyer within thirty (30) days after the receipt of the IRC Purchase Price Allocation if the Sellers’ Representative considers the Purchase Price Allocation to be inconsistent with Treasury Regulations Section 1.1060-1 (and any similar provisions of state, local or foreign law, as appropriate), and the Treasury Regulations thereunder. If Buyer and Seller are unable Parties shall use good faith efforts to resolve any dispute regarding such inconsistencies. To the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by extent the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Sellers’ Representative reach mutual and final agreement upon the Purchase Price is adjusted pursuant Allocation, then the Parties and their respective Affiliates shall file, or cause to this Agreementbe filed, all Tax Returns consistent with the Allocation Purchase Price Allocation, and no such Person shall take any income Tax position inconsistent with such Purchase Price Allocation; provided, however, that if the Buyer and the Sellers’ Representative do not reach mutual and final agreement upon the Purchase Price Allocation, neither the Buyer nor the Sellers’ Representative nor any of their respective Affiliates shall be adjusted as mutually agreed bound by Buyer the Purchase Price Allocation and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall each such Person may file all Tax Returns (including, but not limited to, IRS Form 8594) consistent in accordance with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocationits own allocation; providedprovided further, however, that nothing contained herein shall prevent Buyer or Seller any Person from settling any proposed Tax deficiency or adjustment by any Governmental Body Authority based upon or arising out of the Purchase Price Allocation, and neither Buyer nor Seller no Person shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body Authority challenging such Purchase Price Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180) days after Purchaser and Sellers agree that the Final Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Date Purchase Price (plus Assumed Liabilities, to the extent properly taken into account other relevant items required under the IRC)Code, including any liabilities of the Sellers, that are treated as adjusted pursuant to Section 3.2, among the Assets consideration for U.S. federal (and applicable state and localincome tax purposes) income Tax purposes will be allocated among such Sellers’ assets in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations thereunder and consistent with this Section 7.1. Sellers shall prepare for each of Purchaser and Sellers an IRS Form 8594, “Asset Acquisition Statement,” within sixty (60) days after the final determination of the Final Closing Date Purchase Price (the “Allocation”). In the event that Purchaser objects to the Allocation, Purchaser shall notify Sellers of its objection to the Allocation within thirty (30) days of the receipt of the Allocation and the Parties will endeavor in good faith over the next fifteen (15) days to resolve such dispute. If Buyer and Seller the Parties are unable to resolve any such dispute regarding the Allocation within such one hundred eighty fifteen (180) day 15)-day period, the Parties shall submit the dispute to the Accounting Referee or another nationally recognized independent accounting firm to be mutually agreed upon by Xxxxxxxxx and Sellers (such agreed firm being the “Tax Referee”), which will promptly determine those matters in dispute shall be resolved promptly (based on written presentations from the Parties and not based on its independent review) and will render a written report as to the disputed matters (the matters determined by such Tax Referee, together with those matters that were agreed by the CPA FirmParties, the “Agreed Allocation”). The costs and expenses of which shall the Tax Referee will be borne equally split evenly by Buyer Xxxxxxxxx and SellerSellers. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer Purchaser and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall Sellers will file all any Tax Returns (including, but not limited to, IRS Form 8594) and any other governmental filings on a basis consistent with the Agreed Allocation, and (b) neither Buyer . Neither Purchaser nor Seller Sellers nor any of their respective Affiliates will take any position (whether in audits, disputes, examinations, claims, actions, suits, investigations, proceedings, Tax position before any Governmental Body Returns or in any Proceeding with respect to Tax otherwise) that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment the Agreed Allocation unless otherwise required by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1applicable Law.

Purchase Price Allocation. Within one hundred eighty (180) Purchaser shall provide Seller with written notice of its proposed allocation of the Purchase Price among the Assets, and any other consideration acquired by Purchaser hereunder for which Purchaser believes that an allocation of the Purchase Price is warranted within 90 days after following the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation Date (the “Proposed Allocation”) ). In the event that Seller disagrees with the Proposed Allocation, Seller shall have 60 days to notify Purchaser that Seller disagrees with such allocation. Seller and Purchaser shall negotiate in good faith for 30 days after that time to reach agreement on the allocation of the Purchase Price (plus Assumed Liabilitiesif agreed to, to a “Final Allocation”). If Purchaser and Seller agree on a Final Allocation, Purchaser and Seller each shall report the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes transaction in accordance with Section 1060 the Final Allocation, and shall not take a position inconsistent with such allocation except with the written consent of the IRC other party, except as may be necessary to resolve a tax audit or other tax controversy or due to the failure of the independent auditor of Purchaser or Seller to accept such valuation, or due to Purchaser discovering (prior to filing its Annual Report on Form 10-K) a change in material facts from what was previously disclosed by Seller. Purchaser and Seller shall complete the Treasury Regulations thereunderinformation required for the IRS e-filing requirements of Form 8594 reflecting such allocation and Purchaser and Seller will take no position with any tax authorities inconsistent with such allocation. If Buyer no Final Allocation is agreed to by Purchaser and Seller, each of Purchaser and Seller are unable to resolve any dispute regarding agree that the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If other may independently allocate the Purchase Price is adjusted pursuant to this Agreement, for all purposes including the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out filing of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examinationReturn, tax audit or other proceeding regarding the Allocation determined under this Section 11.1tax controversy.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller The Parties shall use their good faith commercially reasonable efforts to agree upon the to an allocation (the “Allocation”) of the Initial Purchase Price (plus Assumed Liabilities, to the extent and any other items properly taken into account under the IRC), treated as adjusted pursuant to Section 3.2, among the Assets consideration for U.S. federal (and applicable state and local) income 13 Tax purposes among the Purchased Assets in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderpromulgated thereunder (the “Allocation”). If Buyer Seller shall prepare and provide to Purchaser a draft Allocation within sixty (60) days following the Closing Date. Purchaser shall notify Seller are unable within thirty (30) days of receipt of such draft Allocation of any objection Purchaser may have thereto. The Parties agree to attempt to resolve any dispute regarding disagreement with respect to the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Sellerin good faith. If the Purchase Price is adjusted pursuant Parties are able to this Agreementagree with respect to an Allocation, the (i) such Allocation shall be adjusted as mutually agreed revised to take into account subsequent adjustments to the Initial Purchase Price in the manner provided by Buyer Section 1060 of the Code and Seller. Buyer the Treasury Regulations thereunder and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation hereunder, and the Parties shall cooperate with each other in good faith to promptly amend the Allocation; (ii) the Parties agree to file timely any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060 of the Code, and shall use such Allocation, as adjusted, in connection with the preparation of IRS Form 8594 as such Form relates to the purchase of the Purchased Assets, and (biii) neither Buyer nor Seller will Party shall file any Tax Return or other document or otherwise take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that which is in any way inconsistent with such Allocation, as adjusted, except as may be adjusted by subsequent agreement following an audit by the IRS or by a Governmental Order; provided, however, that nothing contained herein neither Party (nor any of its respective Affiliates) shall prevent Buyer or Seller from settling be obligated to litigate any proposed Tax deficiency or adjustment challenge by any Governmental Body based upon Taxing Authority to the Allocation. The Parties shall promptly inform one another of any challenge to the Allocation by any Taxing Authority and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or arising out of submission with respect to, such challenge. If the Parties are, despite attempts to resolve disagreements in good faith, unable to reach agreement on the Allocation, and neither Buyer nor Seller whether the initial Allocation or any subsequent amendment thereto, the Parties shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each each use their own allocation of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 Initial Purchase Price (and any similar forms required other items properly treated as consideration for state or local U.S. federal income Tax purposes)) among the Purchased Assets. Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon prepare a schedule allocating the allocation (the “Allocation”) of the Initial Equity Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and the U.S. Treasury Regulations regulations promulgated thereunder. If Seller shall deliver such schedule to Buyer within sixty (60) days after the Closing Date and shall permit Buyer thirty (30) days to review and comment. Seller shall make such revisions to the schedule as are reasonably requested by Buyer within thirty (30) days of receiving Buyer’s comments, and the parties shall use reasonable efforts to any resolve any disagreements with respect to the schedule. In the event the parties agree to a schedule, Seller and Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller their respective Affiliates shall file all Tax Returns (including, but not limited to, IRS Form 8594including for purposes of Section 1060 of the Code) consistent with the Allocationsuch allocation and neither Seller nor Buyer (nor any of their respective Affiliates) 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. Buyer shall timely and properly prepare, execute, file and deliver all such documents or other information as Seller may reasonably request in preparing such allocation, and (b) neither Seller shall timely and properly prepare, execute, file and deliver all such documents or other information as Buyer nor may reasonably request in commenting on such allocation. Upon determination of the final Closing Date Balance Sheet and the Statement pursuant to Section 1.04, if applicable, Seller will take any Tax position before any Governmental Body or in any Proceeding shall promptly prepare and deliver to Buyer a revised allocation schedule, and the parties shall follow the procedures outlined above with respect to Tax that is in any way inconsistent with such Allocation; providedreview, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocationcomment, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging agreement in respect of such Allocationrevised allocation schedule. Each of Notwithstanding the foregoing, in the event that Buyer and Seller agrees are not able to provide arrive at a mutually agreeable allocation within thirty (30) days after Buyer provides comments to Seller’s schedule (or amended schedule pursuant to the other promptly with previous sentence, if applicable), each of Seller and Buyer may adopt a separate allocation of the purchase price as such party shall determine, and each party may use its own separate allocation in filing its own Tax Returns (including for purposes of Section 1060 of the Code) and taking any other information reasonably position (whether in audits or otherwise), except as otherwise required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each by a determination, as defined in Section 1313(a) of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Code.

Purchase Price Allocation. Within one hundred eighty Seller shall provide to Purchaser, no later than sixty (18060) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the a draft allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilitiesincluding, as appropriate for Tax purposes, assumptions of liabilities and other items properly treated as purchase price) among the Acquired Assets for Tax purposes (the “Allocation Statement”). Such allocation will comply with the requirements of Section 1060 of the Code and Section 2.01(a) of the Seller Disclosure Schedule and Seller and Purchaser shall cooperate in good faith to agree to such allocation. If within ten (10) days after the delivery of the Allocation Statement, Purchaser notifies Seller in writing that Purchaser objects to the extent properly taken into account under allocation set forth in the IRC)Allocation Statement, as adjusted pursuant Seller and Purchaser shall use commercially reasonable efforts to Section 3.2resolve such dispute within twenty (20) days. If Seller and Purchaser agree on the allocation, among then each of Seller and Purchaser agrees that it shall (i) report the sale and purchase of the Acquired Assets for U.S. federal (and applicable state and local) income United States Tax purposes in accordance with Section 1060 such allocations and (ii) not take any position inconsistent with such allocations on any of the IRC and the Treasury Regulations thereundertheir respective United States Tax returns. If Buyer Seller and Purchaser do not so agree, each of Seller are unable and Purchaser (and their respective Affiliates) (x) shall not be required to resolve agree to an allocation, (y) shall each be permitted to used its own purchase price allocation for any dispute regarding Tax purpose and (z) shall not have any liability to the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by other for any additional Taxes or other liabilities as a result of inconsistencies between the CPA Firm, the costs respective allocations of which shall be borne equally by Buyer Purchaser and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.28

Purchase Price Allocation. Within one hundred eighty (180a) days after To the Closing Dateextent permitted by applicable Law, Buyer Seller, on behalf of itself and the Equity Selling Entities and the Asset Selling Entities, and Purchaser, on behalf of itself and any Permitted Designee, have agreed to allocate the Final Aggregate Purchase Price, the amount of Assumed Liabilities and other relevant amounts among the Equity Interests (and to the extent required or permitted by applicable Tax Law, the underlying assets held by Conveyed Companies) and the Purchased Assets (and to the extent required or permitted by applicable Tax Law, the non-competition covenant contained in Section 5.15 and any licenses acquired pursuant to this Agreement) (collectively, the “Section 2.10 Assets”), in a manner consistent with Sections 1060 and 338 of the Code (as applicable) (and any other applicable Tax Law) and the methodology set forth in Schedule B (the “Allocation Methodology”). Purchaser and Seller shall use their good faith efforts agree on a preliminary allocation of the Purchase Price, the Assumed Liabilities and other relevant amounts (the “Asset Allocation”) prior to agree upon the allocation Closing Date among the Section 2.10 Assets, in a manner consistent with Sections 1060 and 338 of the Code (and any other applicable Tax Law), the Allocation Methodology and this Section 2.10 and based on the information available as of the Balance Sheet Date. Within ninety (90) Business Days after the Post-Closing Statement becomes final pursuant to Section 2.9(a)(ii), Seller shall deliver to Purchaser a statement (the “Allocation”) of ), allocating the Final Aggregate Purchase Price (plus Assumed LiabilitiesLiabilities and other relevant amounts, to the extent properly taken into account under Sections 1060 and 338 of the IRCCode (as applicable) (and any other applicable Tax Law), as adjusted pursuant to Section 3.2, ) among the Section 2.10 Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section Sections 1060 and 338 of the IRC Code (as applicable) (and any other applicable Tax Law). Notwithstanding anything in this Agreement to the contrary, the parties agree that the Allocation will be consistent with the methodologies, policies and principles of the Allocation Methodology and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, Asset Allocation; provided that the Allocation shall reflect any adjustments since the Balance Sheet Date. To the extent permitted by applicable Law, each of the Seller Entities on the one hand and Purchaser, the Permitted Designees and the Conveyed Companies on the other shall (i) be adjusted as mutually agreed bound by Buyer the Allocation for purposes of determining any Taxes; (ii) prepare and Seller. Buyer file, and Seller covenant cause its Affiliates to prepare and agree that (a) Buyer and Seller shall file all file, its Tax Returns on a basis consistent with the Allocation (including, but not limited to, IRS including Internal Revenue Service Form 8594) consistent and (iii) take no position inconsistent with the Allocation, and (b) neither Buyer nor Seller will cause its Affiliates to take no position inconsistent with the Allocation, on any applicable Tax position before any Governmental Body Return or in any Proceeding proceeding before any Taxing Authority or otherwise, in each case, except as otherwise required pursuant to a Final Determination. In the event that the Allocation is disputed by any Taxing Authority, the Party (or its Affiliate) receiving notice of the dispute shall promptly notify the other Party hereto, and Seller and Purchaser agree to use their reasonable best efforts to defend such Allocation in any Contest. In the event that an adjustment to the Final Aggregate Purchase Price is made pursuant to this Agreement (including, for the avoidance of doubt, any adjustment resulting from any actions pursuant to the Restructuring that occur after finalization of the Post-Closing Statement as provided in Section 5.20 or any change in the Equity Interests or the Purchased Assets or other Section 2.10 Assets among which the Final Aggregate Purchase Price is allocated pursuant to this Section 2.10 resulting from any actions pursuant to the Restructuring that occur after finalization of the Post-Closing Statement as provided in Section 5.20), Purchaser and Seller shall use their reasonable best efforts to mutually agree to an allocation of any such post-Closing adjustment in a manner consistent with the Allocation and this Section 2.10. For the avoidance of doubt, the Parties shall respect the Allocation agreed upon pursuant to this Section 2.10 with respect to Tax the Purchased Assets sold by the Asset Selling Entities that is are organized in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out the People’s Republic of China and for the sale of Equity Interests of the Allocation, Chinese Entities and neither Buyer nor Seller in no event shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding Parties adjust the Allocation determined under this Section 11.1with respect to such Purchased Assets or Equity Interests.

Purchase Price Allocation. Within one hundred eighty (180) days after Purchasers, Sellers and the Company agree that, on or prior to the Closing Date, Buyer (i) the Base Purchase Price and Seller shall use their good faith efforts to agree upon the allocation amount of the Assumed Liabilities (the “AllocationAllocable Purchase Price”) of shall be allocated between the Purchased Assets, on the one hand, and the Equity Interests, on the other hand, and (ii) the Allocable Purchase Price (plus Assumed Liabilities, attributable to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Purchased Assets shall be allocated among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with all purposes, including Section 1060 of the IRC Code, in each case of clause (i) and (ii), in a manner that reflects, incorporates and is consistent with Schedule 2.9 and which allocations shall be reasonable, based on fair market values, and consistent with the Code, the Tax Act, and any other applicable Tax Law (as may be modified by any post-Closing adjustment permitted by Schedule 2.9, the “Asset Allocation”). The Asset Allocation shall also reflect the Asset Allocation on a province-by-province basis. Each of Purchasers, Sellers and the Treasury Regulations thereunder. If Buyer Company agree to (i) deliver to the other party a draft Internal Revenue Service Form 8594 (or any comparable form under state, local or foreign Tax Law) and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty required attachment thereto (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent prepared in accordance with the Asset Allocation) no later than sixty (60) days prior to the due date for filing such form, and (bii) neither Buyer nor Seller will take timely file, or cause to be timely filed, Internal Revenue Service Form 8594 (or any comparable form under state, local or foreign Tax law) and any required attachment thereto in accordance with the Asset Allocation. Except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, none of Purchasers, any Sellers or the Company shall take, or shall permit their Affiliates to take, a Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such the Asset Allocation; provided. Any adjustment to the purchase price pursuant to Section 2.8 (i) shall be allocated between the Equity Interests, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of on the Allocationone hand, and neither Buyer nor Seller the Purchased Assets, on the other hand, by reference to the item or items to which such adjustment is attributable (which allocation shall reflect, incorporate and be consistent with Schedule 2.9) and (ii) to the extent such adjustment is allocated to the Purchased Assets, shall be required allocated among the Purchased Assets by reference to litigate before any court any proposed Tax deficiency the item or items to which such adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1is attributable.

Purchase Price Allocation. The sum of: (a) the Purchase Price; (b) any liabilities of the Company that survive Closing that are required under GAAP to be reflected on a balance sheet; and (c) any other applicable amounts required to be included under the Code, will be allocated among the assets of the Company (as such classes are defined for the purposes of Section 1060 of the Code). Such allocations, and the allocation of any purchase price adjustments, will be prepared in accordance with the methodology set forth on Exhibit 1.5 and will be made in accordance with the requirements of Section 1060 of the Code. Within one hundred eighty (180) 60 days after the Closing Datedetermination of the Purchase Price pursuant to Section 1.3, Buyer will deliver to Seller a draft of such allocation for Seller’s review and approval, which will be prepared on a basis consistent with the methodology set forth on Exhibit 1.5. Within 15 days thereafter, Seller will deliver to Buyer either a notice accepting the allocation prepared by Buyer or a statement setting forth in reasonable detail any objections thereto and the basis for such objections. If Seller timely delivers such a notice, Buyer and Seller shall will use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunderresolve such objections. If Buyer and Seller they are unable to resolve any dispute regarding mutually agree on the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firmallocation, the costs procedures of which shall be borne equally by Buyer and SellerSection 5.9(h) will control. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation allocation shall be adjusted as mutually agreed by appropriate and Buyer and SellerSeller shall cooperate in making any such adjustments. No Party or any Affiliate of any Party (including the Company) will take a position on any Tax Return (including Internal Revenue Service Form 8594), before any Taxing Authority or in any Proceeding that is in any manner inconsistent with the allocation, as finally determined under this Section 1.5, without the written consent of the Other Parties or unless specifically required pursuant to a determination by the applicable Taxing Authority. The Parties will promptly advise each other of the existence of any Tax audit, controversy or Proceeding related to any allocation hereunder. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller payments from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller Indemnification Escrow Amount shall be required treated as an adjustment to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined Purchase Price that will be allocated under this Section 11.11.5 to the Company’s goodwill (subject to any imputed interest required by applicable Law), and that this shall be reflected in the allocation of the Purchase Price pursuant to this Section 1.5.

Purchase Price Allocation. The parties agree to allocate the Purchase Price (including, for purposes of this Section 2.5, any other consideration treated for U.S. federal income tax purposes as being paid to Newpark, including any applicable liabilities assumed or taken subject to) among the assets of the Transferred Entities in accordance with an allocation schedule to be prepared by Purchaser in accordance with this Section 2.5. Within one hundred eighty thirty (18030) days after of the final determination of the Closing DateDate Net Working Capital and Final Working Capital Adjustment, Buyer and Seller Purchaser shall use their good faith efforts deliver to agree upon the Newpark an allocation (the “Allocation”) statement setting forth Purchaser’s allocation of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and any other applicable Tax Laws (as the Treasury Regulations thereundersame may be revised pursuant to this Section 2.5, the “Allocation Statement”). Within forty-five (45) days following its receipt of the Allocation Statement, Newpark shall have the right to dispute any such proposed allocation; otherwise, such proposed allocation shall become final. If Buyer Newpark so disputes any such allocation and Seller Purchaser and Newpark are unable to resolve any dispute regarding their disagreement within the Allocation within forty-five (45) days following notification of such one hundred eighty (180) day perioddispute, such the dispute shall be resolved promptly by submitted to the CPA FirmAccounting Arbitrator, the costs of which whose expense shall be borne equally by Buyer Purchaser and SellerNewpark, for resolution within forty-five (45) days of such submission. If The decision of the Purchase Price is adjusted Accounting Arbitrator with respect to such dispute shall be binding upon Purchaser and Newpark. Purchaser and Newpark (i) shall be bound by the allocations determined pursuant to this Agreement, the Allocation Section 2.5 for purposes of determining any Taxes; (ii) shall be adjusted as mutually agreed by Buyer prepare and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, such as IRS Form 85948594 or other Tax Returns required by Section 1060 of the Code) to be filed with any Tax authority in a manner consistent with the Allocation, such allocation; and (biii) neither Buyer nor Seller will shall take any Tax no position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; providedallocations in any Tax Return, however, any proceeding before any Tax authority or otherwise. In the event that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment such allocation is disputed by any Governmental Body based upon or arising out Tax authority, the party receiving notice of the Allocation, such dispute shall promptly notify and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide consult with the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each party hereto concerning resolution of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1such dispute.