Common use of Allocation of Aggregate Purchase Price Clause in Contracts

Allocation of Aggregate Purchase Price. (a) The Aggregate Purchase Price (plus Assumed Liabilities to the extent properly taken into account under the Code), shall be allocated among the Purchased Assets and the Subleased Stores for Tax purposes in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (an “Allocation”). Buyers will present Seller with a proposed Allocation and Seller and Buyers will use reasonable best efforts, negotiating in good faith, to agree to an Allocation within 120 days after the applicable Closing Date; provided that nothing herein will require Seller and Buyer to agree to an Allocation. (b) If the Aggregate Purchase Price is adjusted pursuant to Section 6.10, Section 9.5, Section 10.16 or Section 10.17, Buyers and Seller will each adjust the mutual Allocation or their respective Allocations, as applicable, as they deem appropriate, provided that if a mutual Allocation is reached, Seller and Buyers will use reasonable efforts, negotiating in good faith, to agree to consistent revision to the mutual Allocation. (c) If a mutual Allocation is reached, Buyers and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with that mutual Allocation. If a mutual Allocation is reached, Buyers and Seller agree to (i) be bound by that mutual Allocation, (ii) act in accordance with that mutual Allocation for all financial reporting and Tax purposes (including filing IRS Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date and in the course of any audit, review or litigation), and (iii) take no position and cause their affiliates to take no position inconsistent with that mutual Allocation for Tax purposes, unless otherwise required by applicable Law or unless the other party consents thereto, which consent shall not be unreasonably withheld, conditioned or delayed. Not later than 30 days prior to the filing of their respective IRS Forms 8594 relating to this transaction, each Buyer and Seller shall deliver to the other party a copy of its IRS Form 8594. (d) If a mutual allocation is reached, (i) each Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging its Allocation and (ii) each Buyer and Seller shall promptly notify the other in writing of any pending or threatened Tax audits or assessments relating to the income, properties or operations of the Business that reasonably may be expected to relate to Taxes for which the other could be liable or give rise to a Lien on the Purchased Assets or the Business.

Allocation of Aggregate Purchase Price. (ai) The Sellers and Purchaser hereby agree to allocate the Aggregate Purchase Price (plus and the Assumed Liabilities to the extent properly taken into account under the Code), shall be allocated among the Purchased Assets and the Subleased Stores for Tax purposes in accordance with Section 1060 of the Code and the Treasury file or cause to be filed in a timely fashion any information that may be required pursuant to regulations promulgated thereunder under the Code. (ii) Within ninety (90) days after the Second Closing Date or, if the Second Closing does not occur, within ninety (90) days after the First Closing Date, the Sellers shall prepare and any similar provision of state, local or foreign Law, as appropriate) deliver to Purchaser a schedule (an “AllocationAllocation Schedule”). Buyers will present Seller with a proposed Allocation and Seller and Buyers will use reasonable best efforts, negotiating in good faith, to agree to an Allocation within 120 days after ) allocating the applicable Closing Date; provided that nothing herein will require Seller and Buyer to agree to an Allocation. (b) If sum of the Aggregate Purchase Price is (as may be adjusted pursuant under Section 2.04) and the Assumed Liabilities among the Purchased Assets, in such amounts reasonably determined by the Sellers to be consistent with Section 6.10, Section 9.5, Section 10.16 or Section 10.17, Buyers 1060 of the Code and Seller will each adjust the mutual Allocation or their respective Allocations, as applicable, as they deem appropriate, provided that if a mutual Allocation is reached, Seller and Buyers will use reasonable efforts, negotiating in good faith, to agree to consistent revision to the mutual Allocationregulations thereunder. (ciii) Purchaser shall have a period of forty-five (45) days after the delivery of the Allocation Schedule (the “Response Period”) to present in writing to the Sellers notice of any objections Purchaser may have to the allocations set forth therein (an “Allocation Objections Notice”). Unless Purchaser timely objects, such Allocation Schedule shall be binding on the Parties without further adjustment, absent manifest error. (iv) If a mutual Allocation is reachedPurchaser shall raise any objections within the Response Period, Buyers the Sellers and Seller Purchaser shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with that mutual Allocationnegotiate in good faith and use their reasonable best efforts to resolve such dispute. If a mutual the Parties fail to agree within fifteen (15) days after the delivery of the Allocation is reachedObjections Notice, Buyers and Seller agree to (i) then the disputed items shall be bound by that mutual Allocation, (ii) act resolved in accordance with that mutual Allocation for the mechanics applicable under Section 2.04. (v) For all financial reporting and Tax purposes (including filing IRS Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date and in the course of any audit, review or litigation), and (iii) take no position and cause their affiliates to take no position inconsistent with that mutual Allocation for Tax purposes, unless otherwise required by applicable Law or unless Purchaser and the other party consents theretoSellers agree to report the Transactions in a manner consistent with the terms of this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed. Not later than 30 days prior to the filing and that none of their respective IRS Forms 8594 relating to this transaction, each Buyer and Seller shall deliver to the other party a copy of its IRS Form 8594them will take any position inconsistent therewith in any Tax Return. (d) If a mutual allocation is reached, (i) each Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging its Allocation and (ii) each Buyer and Seller shall promptly notify the other in writing of any pending or threatened Tax audits or assessments relating to the income, properties or operations of the Business that reasonably may be expected to relate to Taxes for which the other could be liable or give rise to a Lien on the Purchased Assets or the Business.

Allocation of Aggregate Purchase Price. (a) The No later than 30 Business Days prior to the anticipated Closing Date, Chemtura shall deliver to Purchaser, in writing, a proposed allocation of the Aggregate Purchase Price among the Equity Interests of the Transferred Entities and the Transferred Assets. For U.S. federal, state and local income tax purposes, such proposal will further allocate the Aggregate Purchase Price among the assets of any Transferred Entity that is treated as a disregarded entity for U.S. federal income tax purposes (plus Assumed Liabilities other than such a Transferred Entity that is a subsidiary of a Transferred Entity that is not itself a disregarded entity) and references to Transferred Assets for purposes of this Section 2.4 shall include references to any assets of a Transferred Entity for which such further allocation is made, as the context requires. No later than the tenth Business Day following Purchaser’s receipt of such proposed allocation, Purchaser shall deliver to Chemtura, in writing, any good faith objections to such proposed allocation. If Purchaser does not deliver to Chemtura any such objections, the allocation proposed by Chemtura shall become final. If Purchaser delivers to Chemtura any such objections pursuant to this Section 2.4, the parties shall resolve any disagreements in accordance with the procedures set forth in Section 1.7(c), provided that the parties acknowledge and agree that, to the extent properly taken into account under applicable, the Code), shall be allocated among the Purchased Assets and the Subleased Stores for Tax purposes in accordance with provisions of Section 1060 of the Code and shall govern the Treasury regulations promulgated thereunder (and any similar provision purchase of state, local or foreign Law, as appropriate) (the Transferred Assets. In the event an “Allocation”). Buyers will present Seller with a proposed Allocation and Seller and Buyers will use reasonable best efforts, negotiating in good faith, adjustment to agree to an Allocation within 120 days after the applicable Closing Date; provided that nothing herein will require Seller and Buyer to agree to an Allocation. (b) If the Aggregate Purchase Price is adjusted made pursuant to Section 6.101.6 or otherwise under this Agreement (and any distributions, Section 9.5refunds and/or other payments are made in connection therewith), Section 10.16 the allocation of the Aggregate Purchase Price shall be revised to allocate such adjustment to the Equity Interests of the Transferred Entities or Section 10.17, Buyers and Seller will each adjust the mutual Allocation or their respective AllocationsTransferred Assets, as applicablethe case may be, as they deem appropriate, provided that if a mutual Allocation based upon the item to which such adjustment is reached, Seller attributable. The parties acknowledge and Buyers will use reasonable efforts, negotiating in good faithagree that, to the extent any such adjustment to the Aggregate Purchase Price cannot be allocated to a specific asset or jurisdiction, and the parties cannot agree to consistent revision a method to allocate such unallocated Aggregate Purchase Price, the mutual Allocation. parties shall resolve the issues in accordance with the procedures set forth in Section 1.7(c). To the extent permitted by Law, (a) the allocation described above shall be binding on the parties for U.S. federal, state, local, foreign and other Tax reporting purposes, (b) no party will assert or maintain a position inconsistent with such allocation and (c) If a mutual Allocation is reached, Buyers and Seller shall file all the applicable Tax Returns (including, but not limited to, IRS Form 8594) consistent with that mutual Allocation. If a mutual Allocation is reached, Buyers and Seller agree to (i) be bound filed by that mutual Allocation, (ii) act in accordance with that mutual Allocation for all financial reporting and Tax purposes (including filing IRS Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date and in the course of any audit, review or litigation), and (iii) take no position and cause their affiliates to take no position inconsistent with that mutual Allocation for Tax purposes, unless otherwise required by applicable Law or unless the other party consents thereto, which consent shall not be unreasonably withheld, conditioned or delayed. Not later than 30 days prior to the filing of their respective IRS Forms 8594 relating to this transaction, each Buyer and Seller shall deliver to the other party a copy of its IRS Form 8594. (d) If a mutual allocation is reached, (i) each Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging its Allocation and (ii) each Buyer and Seller shall promptly notify the other in writing of any pending or threatened Tax audits or assessments relating to the income, properties or operations of the Business that reasonably may be expected to relate to Taxes for which the other could be liable parties or give rise to a Lien on the Purchased Assets or the Businesstheir Subsidiaries shall reflect such allocation.

Allocation of Aggregate Purchase Price. (a) The Aggregate Purchase Price (plus for the Acquired Assets and Assumed Liabilities to the extent properly taken into account under the Code), shall be allocated among the Purchased Assets and the Subleased Stores allocated, for Tax purposes purposes, in accordance with (a) Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any or similar provision provisions of state, local or foreign other Applicable Law, as appropriate) (an “Allocation”). Buyers will present Seller with a proposed Allocation and Seller and Buyers will use reasonable best efforts, negotiating in good faith, to agree to an Allocation within 120 days after the applicable Closing Date; provided that nothing herein will require Seller and Buyer to agree to an Allocation. (b) If the Aggregate Purchase Price is adjusted pursuant to Section 6.10, Section 9.5, Section 10.16 or Section 10.17, Buyers and Seller will each adjust the mutual Allocation or their respective Allocations, as applicable, as they deem appropriateand (b) this Section 2.12. Buyer shall prepare and deliver to Seller within one hundred eighty days (180) days after the Closing Date an initial allocation statement to allocate the Aggregate Purchase Price. Seller will have the opportunity to review the draft allocation statement provided by Buyer and provide written notice of objections to Buyer within thirty (30) days after receiving the draft allocation statement. If Seller fails to deliver a written notice of objection within such thirty (30)-day period, provided that if Buyer’s draft allocation statement shall be final and binding and not subject to further dispute. If Seller delivers a mutual Allocation is reachedwritten notice of objection to Buyer in a timely manner, and Seller and Buyers will use reasonable effortsBuyer do not resolve such objections to their mutual satisfaction within thirty (30) days, negotiating either Seller or Buyer may elect to subject the draft allocation statement to the Accounting Firm in good faithaccordance with the procedure described in, to and the dispute shall be resolved in the same manner as disputes are resolved pursuant to, Section 2.9(b) of this Agreement. Upon such dispute being resolved, the decision of the Accounting Firm shall be final and binding. Seller, the Principals and Buyer agree to consistent revision to report the mutual Allocation. federal, state and local Tax consequences of the transactions contemplated by this Agreement (c) If a mutual Allocation is reached, Buyers including filing Internal Revenue Service Form 8594 and Seller shall file all Tax Returns (including, but not limited to, IRS supplemental Form 8594) in a manner consistent with that mutual Allocationeach final allocation statement, unless required to do otherwise under Applicable Law. If a mutual Allocation is reachedSeller, Buyers the Principals and Seller agree to (i) be bound by that mutual Allocation, (ii) act in accordance with that mutual Allocation for all financial reporting and Tax purposes (including filing IRS Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date and in the course Buyer shall promptly advise each other of any auditTax audit or other Legal Proceeding related to any allocation hereunder. Silvercrest, review or litigation)Buyer and SAMG covenant that they will treat the acquisition of the Acquired Personal Goodwill by Buyer as a contribution of the Acquired Personal Goodwill by the Principals to Silvercrest in exchange for L.P. Class B Units in a transaction with respect to which no gain will be recognized by the Principals pursuant to Section 721 of the Code for federal and applicable state and local income tax purposes, and (iii) will take no position on any tax return or in any tax audit or take any other action that is inconsistent with such treatment unless otherwise required pursuant to Applicable Law. Silvercrest, Buyer and cause their affiliates SAMG agree to treat the SAMG Class B Common Stock issued to the Principals as having a value not in excess of the par value thereof for federal and applicable state and local income tax purposes, and will take no position on any tax return or in any tax audit or take any other action that is inconsistent with that mutual Allocation for Tax purposes, such treatment unless otherwise required by applicable Law or unless the other party consents thereto, which consent shall not be unreasonably withheld, conditioned or delayed. Not later than 30 days prior pursuant to the filing of their respective IRS Forms 8594 relating to this transaction, each Buyer and Seller shall deliver to the other party a copy of its IRS Form 8594Applicable Law. (d) If a mutual allocation is reached, (i) each Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging its Allocation and (ii) each Buyer and Seller shall promptly notify the other in writing of any pending or threatened Tax audits or assessments relating to the income, properties or operations of the Business that reasonably may be expected to relate to Taxes for which the other could be liable or give rise to a Lien on the Purchased Assets or the Business.

Allocation of Aggregate Purchase Price. 2.6.1. Not later than sixty (a60) The days following the Closing, Sellers shall deliver to Buyer a schedule allocating the Aggregate Purchase Price (plus Assumed Liabilities to the extent properly taken into account as finally determined and excluding any amounts that constitute imputed interest under the Code, if any), shall be allocated the Assumed Liabilities that are treated as being assumed for U.S. federal income Tax purposes and other relevant items properly treated as consideration for Tax purposes among the Purchased Assets and the Subleased Stores for Tax purposes in accordance with Section 1060 of the Code and the Treasury regulations promulgated issued thereunder and in a manner consistent with the principles and methodology set forth in Schedule 2.6(i) of this Agreement (and the “Allocation Schedule”). If Buyer disagrees with any similar provision aspect of statethe Allocation Schedule by Sellers, local or foreign LawBuyer may, as appropriatewithin thirty (30) days after delivery of the Allocation Schedule, deliver notice (an “AllocationAllocation Dispute Notice”)) to Sellers to such effect, specifying those items to which Buyer disagrees. Buyers will present Seller with a proposed Allocation and Seller and Buyers will use reasonable best efforts, negotiating in good faith, to agree to If an Allocation within 120 days after the applicable Closing Date; provided that nothing herein will require Seller Dispute Notice is duly and timely delivered, Sellers and Buyer shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to agree reach agreement on the disputed items or amounts to an Allocation. determine the final Allocation Schedule. If Allocation Dispute Notice is not timely delivered, then the Allocation Schedule shall become final and binding as prepared by Sellers. Any disputed items that cannot be resolved through negotiations between Sellers and Buyer shall be submitted for final and binding resolution to a mutually agreeable regional accounting firm (bthe “Accounting Firm”) If who shall be bound by the principles and methodology set forth in Schedule 2.6 of this Agreement. The fees and expenses of the Accounting Firm shall be borne fifty percent (50%) by Sellers and fifty percent (50%) by Buyer. The Allocation Schedule shall be adjusted in accordance with the procedure set forth in this Agreement to account for any adjustment to the Aggregate Purchase Price is adjusted pursuant to Section 6.10, Section 9.5, Section 10.16 or Section 10.17, Buyers other amounts constituting consideration for Tax purposes. Sellers and Seller will each adjust the mutual Allocation or Buyer shall prepare (and shall cause their respective Allocations, as applicable, as they deem appropriate, provided that if a mutual Allocation is reached, Seller and Buyers will use reasonable efforts, negotiating in good faith, Affiliates to agree to consistent revision to the mutual Allocation. (cprepare) If a mutual Allocation is reached, Buyers and Seller shall file all their Tax Returns (includingand amendments thereof), but not limited to, including IRS Form 8594) , consistent with that mutual Allocationthe Allocation Schedule. Neither Sellers nor Buyer shall (and they shall cause their respective Affiliates not to) take any position inconsistent with the Allocation Schedule (whether in audits, Tax Returns or otherwise), unless required to do so by final determination within the meaning of Section 1313(a) of the Code. If a mutual Governmental Authority challenges any aspect of the Allocation is reachedSchedule, Buyers and Seller agree to (i) be bound by that mutual Allocation, (ii) act in accordance with that mutual Allocation for all financial reporting and Tax purposes (including filing IRS Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date and in the course of any audit, review or litigation), and (iii) take no position and cause their affiliates to take no position inconsistent with that mutual Allocation for Tax purposes, unless otherwise required by applicable Law or unless the other party consents thereto, which consent shall not be unreasonably withheld, conditioned or delayed. Not later than 30 days prior to the filing of their respective IRS Forms 8594 relating to this transaction, each Buyer and Seller shall deliver to the other party a copy of its IRS Form 8594. (d) If a mutual allocation is reached, (i) each Buyer and Seller receiving such notice shall promptly notify the other in writing upon receipt party of notice of any pending or threatened Tax audit or assessment challenging its such notice. 2.6.2. Attached on Schedule 2.6(i) is a draft Allocation and (ii) each Buyer and Seller shall promptly notify Schedule, which is being provided for the other in writing of any pending or threatened Tax audits or assessments relating to the income, properties or operations convenience of the Business that reasonably may be expected parties to relate to Taxes for which the other could be liable this Agreement and is in no way binding or give rise to a Lien on the Purchased Assets or the Businessdeterminative.

Allocation of Aggregate Purchase Price. (ai) The Sellers and Purchaser hereby agree to allocate the Aggregate Purchase Price (plus and the Assumed Liabilities to the extent properly taken into account under the Code), shall be allocated among the Purchased Assets and the Subleased Stores for Tax purposes in accordance with Section 1060 of the Code and the Treasury file or cause to be filed in a timely fashion any information that may be required pursuant to regulations promulgated thereunder under the Code. (ii) Within ninety (90) days after the Closing, the Sellers shall prepare and any similar provision of state, local or foreign Law, as appropriate) deliver to Purchaser a schedule (an “AllocationAllocation Schedule”). Buyers will present Seller with a proposed Allocation and Seller and Buyers will use reasonable best efforts, negotiating in good faith, to agree to an Allocation within 120 days after ) allocating the applicable Closing Date; provided that nothing herein will require Seller and Buyer to agree to an Allocation. (b) If sum of the Aggregate Purchase Price is (as may be adjusted pursuant under Section 2.04) and the Assumed Liabilities among the Purchased Assets, in such amounts reasonably determined by the Sellers to be consistent with Section 6.10, Section 9.5, Section 10.16 or Section 10.17, Buyers 1060 of the Code and Seller will each adjust the mutual Allocation or their respective Allocations, as applicable, as they deem appropriate, provided that if a mutual Allocation is reached, Seller and Buyers will use reasonable efforts, negotiating in good faith, to agree to consistent revision to the mutual Allocationregulations thereunder. (ciii) Purchaser shall have a period of forty-five (45) days after the delivery of the Allocation Schedule (the “Response Period”) to present in writing to the Sellers notice of any objections Purchaser may have to the allocations set forth therein (an “Allocation Objections Notice”). Unless Purchaser timely objects, such Allocation Schedule shall be binding on the Parties without further adjustment, absent manifest error. (iv) If a mutual Allocation is reachedPurchaser shall raise any objections within the Response Period, Buyers the Sellers and Seller Purchaser shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with that mutual Allocationnegotiate in good faith and use their reasonable best efforts to resolve such dispute. If a mutual the Parties fail to agree within fifteen (15) days after the delivery of the Allocation is reachedObjections Notice, Buyers and Seller agree to (i) then the disputed items shall be bound by that mutual Allocation, (ii) act resolved in accordance with that mutual Allocation for the mechanics applicable under Section 2.04. (v) For all financial reporting and Tax purposes (including filing IRS Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date and in the course of any audit, review or litigation), and (iii) take no position and cause their affiliates to take no position inconsistent with that mutual Allocation for Tax purposes, unless otherwise required by applicable Law or unless Purchaser and the other party consents theretoSellers agree to report the Transactions in a manner consistent with the terms of this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed. Not later than 30 days prior to the filing and that none of their respective IRS Forms 8594 relating to this transaction, each Buyer and Seller shall deliver to the other party a copy of its IRS Form 8594them will take any position inconsistent therewith in any Tax Return. (d) If a mutual allocation is reached, (i) each Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging its Allocation and (ii) each Buyer and Seller shall promptly notify the other in writing of any pending or threatened Tax audits or assessments relating to the income, properties or operations of the Business that reasonably may be expected to relate to Taxes for which the other could be liable or give rise to a Lien on the Purchased Assets or the Business.

Allocation of Aggregate Purchase Price. (aIn connection with the making of the Section 338(h)(10) The Elections, the Aggregate Purchase Price and the liabilities of the Acquired Companies (plus Assumed Liabilities to other relevant items) will, consistent with Sections 338(h)(10) and Section 1060 of the extent properly taken into account under Code and the Code)regulations thereunder, shall be allocated among the Purchased Assets assets of the Acquired Companies based on their fair market value determined in accordance with the methodology set forth in Schedule 2.7 under the column entitled “Final Value/Allocation”. Within ninety (90) days after the Final Aggregate Cash Consideration Calculation Statement becomes final and binding under Section 2.6(b), Buyer will prepare and deliver to Shareholder Representative a schedule allocating the Aggregate Purchase Price and the Subleased Stores for Tax purposes liabilities of the Acquired Companies (plus other relevant items) among the assets of the Acquired Companies in accordance with the methodology set forth in Schedule 2.7 and in a manner consistent with Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (an the “Proposed Allocation”). Buyers will present Seller with a proposed Allocation and Seller and Buyers will use reasonable best efforts, negotiating Unless Shareholder Representative notifies Buyer in good faith, to agree to an Allocation writing within 120 thirty (30) days after Buyer’s delivery of the applicable Closing Date; provided that nothing herein will require Seller and Buyer to agree to an Allocation. (b) If the Aggregate Purchase Price is adjusted pursuant to Section 6.10, Section 9.5, Section 10.16 or Section 10.17, Buyers and Seller will each adjust the mutual Proposed Allocation or their respective Allocations, as applicable, as they deem appropriate, provided that if a mutual Allocation is reached, Seller and Buyers will use reasonable efforts, negotiating in good faith, to agree to consistent revision of any objection to the mutual Proposed Allocation. , the Proposed Allocation will become final and binding on the Parties at the end of such thirty (c30) If a mutual Allocation is reached, Buyers and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with that mutual Allocationday period. If a mutual Allocation is reached, Buyers and Seller agree to (i) be bound by that mutual Allocation, (ii) act in accordance with that mutual Allocation for all financial reporting and Tax purposes (including filing IRS Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date and in the course of any audit, review or litigation), and (iii) take no position and cause their affiliates to take no position inconsistent with that mutual Allocation for Tax purposes, unless otherwise required by applicable Law or unless the other party consents thereto, which consent shall not be unreasonably withheld, conditioned or delayed. Not later than 30 days prior to the filing of their respective IRS Forms 8594 relating to this transaction, each Shareholder Representative notifies Buyer and Seller shall deliver to the other party a copy of its IRS Form 8594. (d) If a mutual allocation is reached, (i) each Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging its Allocation and (ii) each Buyer and Seller shall promptly notify the other in writing of any pending or threatened Tax audits or assessments relating objection prior to the incomeend of such thirty (30) day period, properties or operations then Shareholder Representative and Buyer will, during the thirty (30) day period following Buyer’s receipt of such notice of objection, attempt in good faith to resolve Shareholder Representative’s objections. If Shareholder Representative and Buyer are unable to resolve all such objections within such thirty (30) day period, the matters remaining in dispute will be submitted to the Independent Accounting Firm, which will be directed to resolve the dispute as promptly as practicable. The fees and expenses of the Business that reasonably may Independent Accounting Firm will be expected to relate to Taxes for which paid fifty percent (50%) by the other could be liable or give rise to a Lien on Shareholders (from the Purchased Assets or the Business.Shareholder Representative Expense Fund) and fifty percent (50%)

Allocation of Aggregate Purchase Price. (a) The Sellers and Buyer Group agree that the Aggregate Purchase Price and the Assumed Liabilities (plus Assumed Liabilities to the extent properly taken into account under the Code), other relevant items) shall be allocated among the Purchased Assets for all purposes (including Tax and financial accounting) in a manner consistent with the Subleased Stores for Tax purposes in accordance form of allocation schedule prepared by the Buyer Group, which has been approved and accepted by the Sellers and is attached hereto as Exhibit B (the “Allocation Schedule”). The parties hereto agree that the allocation of the Purchase Price is intended to comply with the allocation method required by Section 1060 of the Code and Code. Within thirty (30) days following the Treasury regulations promulgated thereunder Closing Date, the Buyer Group shall deliver an updated Allocation Schedule, prepared in a manner consistent with Exhibit B. The Sellers may dispute the updated Allocation Schedule within fifteen (and any similar provision of state, local or foreign Law, as appropriate15) (an “Allocation”). Buyers will present Seller with a proposed Allocation and Seller and Buyers will use reasonable best efforts, negotiating in good faith, to agree to an Allocation within 120 days after Buyer Group delivers the applicable Closing Date; provided updated Allocation Schedule to the Sellers by delivering written notice to the Buyer Group that nothing herein will require Seller and Buyer to the Sellers do not agree to an Allocation. (b) with the updated Allocation Schedule because it is inconsistent with the form of Allocation Schedule attached as Exhibit B. If the Aggregate Purchase Price is adjusted pursuant Sellers do not dispute, in writing, the updated Allocation Schedule within such time period, then the updated Allocation Schedule shall be deemed to Section 6.10, Section 9.5, Section 10.16 or Section 10.17, Buyers be accepted by the Sellers and Seller will each adjust shall be binding on all parties. Any dispute by the mutual Allocation or their respective Allocations, Sellers as applicable, as they deem appropriate, provided that if a mutual Allocation is reached, Seller and Buyers will use reasonable efforts, negotiating in good faith, to agree to consistent revision to the mutual Allocation. correctness of the Allocation Schedule (cin accordance with the foregoing dispute procedure) If a mutual Allocation shall be resolved by independent nationally recognized accountants mutually agreeable to the parties. To the extent the allocation proposed by Seller is reachedcloser to the final allocation determined by the independent accountant, Buyers the fees of the independent accountant shall be paid 100% by Buyer Group, and Seller to the extent the allocation proposed by Buyer Group is closer to the final allocation determined by the independent accountant, the fees of the independent accountant shall be paid 100% by Sellers. Sellers shall file all Tax Returns (including, but not limited to, IRS Form 8594including amended returns and claims for refund) and information reports in a manner consistent with that mutual Allocationthe Allocation Schedule. If a mutual Allocation is reached, Buyers and Seller agree to (i) be bound by that mutual Allocation, (ii) act in accordance with that mutual Allocation for all financial reporting and Tax purposes (including filing IRS Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date and in the course of any audit, review or litigation), and (iii) take no position and cause their affiliates to take no position inconsistent with that mutual Allocation for Tax purposes, unless otherwise required by applicable Law or unless the other party consents thereto, which consent shall not be unreasonably withheld, conditioned or delayed. Not later than 30 days prior Any adjustments to the filing of their respective IRS Forms 8594 relating Aggregate Purchase Price made pursuant to this transaction, each Buyer and Seller Agreement shall deliver to be allocated in a manner consistent with the other party a copy of its IRS Form 8594Allocation Schedule. (d) If a mutual allocation is reached, (i) each Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging its Allocation and (ii) each Buyer and Seller shall promptly notify the other in writing of any pending or threatened Tax audits or assessments relating to the income, properties or operations of the Business that reasonably may be expected to relate to Taxes for which the other could be liable or give rise to a Lien on the Purchased Assets or the Business.