Common use of Allocation of Consideration Clause in Contracts

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if any.

Allocation of Consideration. The Parties intend that In addition to the acquisition allocation of the Shares Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article II, and any other applicable consideration (the “Allocable Amount”) in accordance with the requirements of Section 1060 of the Code (and the Purchased Assets be treated as a taxable transaction regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposespurposes shall be consistent with the allocation of the Purchase Price as contemplated by Article II. Within ninety (90) days after As soon as practicable following the date on which the Final Closing Working Capital has been determined Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") 1060 of the consideration paid for Code. If Seller and Purchaser have not agreed on the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) allocation within 90 calendar days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, date on which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon Final Closing Statement become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able parties pursuant to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notificationSection 2.09(f), then such resolution Purchaser and Seller shall become final and binding on each have the Parties. If SCT and Purchaser are unable right to resolve their differences within such period, deliver notice to the other party of its intent to refer the matter shall be referred for arbitration resolution to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunderIndependent Accountant. Purchaser and Seller will each deliver to the Sellers agree other and to be bound the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the allocation set forth in Independent Accountant (the Allocation Schedule for all purposes “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of Tax reportingthe transactions, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"Form 8594, in a manner consistent with such Final Allocation). The Parties agree that One-half of all fees, costs and expenses of retaining the Allocation Schedule Independent Accountant shall include an allocation be borne by state where necessary to calculate applicable state sales or transfer taxes applicable to Seller and one-half of such fees, costs and expenses of retaining the transactions contemplated herebyIndependent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employees.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90i) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule (the “Allocation Schedule”) setting forth Buyer’s valuation of the Preliminary Consideration and Buyer’s allocation to the Purchased Assets and other consideration, rights and covenants pursuant to the Transaction Documents of the total consideration deemed paid by Buyer pursuant to this Agreement (the “Tax Consideration”), including the Consideration (as so valued pursuant to the Allocation Schedule), SCT shall notify Purchaser the Assumed Liabilities and all other relevant items that are properly includible in determining the amount paid by Buyer for such Purchased Assets for U.S. federal income Tax purposes. (ii) If Seller does not deliver a written objection within the ten (10) Business Day period following the date of any objections that SCT may havedelivery by Buyer of an Allocation Schedule to Seller, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance then effective as of the Preliminary close of business on such 10th Business Day (or upon the earlier delivery of notice by Seller to Buyer that Seller has accepted such allocation schedule), such Allocation Schedule shall be deemed to be accepted and agreed to by all Parties, and all Parties shall (except as otherwise required pursuant to a final determination (as defined in Section 1313 of the Code)) prepare and file all tax returns and reports in a manner which is consistent with such Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of Seller does deliver such a written objection within such ten (10) Business Day period, then Buyer and Seller agree to negotiate in good faith to resolve any objectionsdisputes over the Allocation Schedule and to attempt to resolve any differences between them, and, in the event that Buyer and SCT and Purchaser Seller are able to resolve their such differences within fifteen on or before the expiration of the 30th calendar day following the close of such ten (1510) days after Purchaser's receipt of SCT's notificationBusiness Day period, then such resolution Allocation Schedule, as agreed to by the Parties pursuant to such negotiations, shall become be considered final and binding on all Parties shall (except as otherwise required pursuant to a final determination (as defined in Section 1313 of the Parties. If SCT Code)) prepare and Purchaser file all tax returns and reports in a manner which is consistent with such final Allocation Schedule; provided, however, if Buyer and Seller are unable not able to resolve their differences all such disputes within such 30 calendar day period, the matter Buyer and Seller shall be referred for arbitration each prepare and file their own tax returns and reports according to the Accounting Arbitratortheir own Allocation Schedules, the fees provided that such allocation schedule is reasonable and expenses of which shall be borne equally by SCT in accordance with applicable laws, rules and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Scheduleregulations." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if any.

Allocation of Consideration. The Parties intend that Initial Consideration, as adjusted by the acquisition other provisions of Article II or Section 6.12 or 6.13 and any indemnification payments, plus the amount of the Shares Acquired Company Liabilities (the “Total Consideration”), shall be allocated among the QRI Assets and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety assets and properties of the Acquired Companies (90collectively with the QRI Assets, the “Contributed Assets”) days after the Closing Working Capital has been determined in accordance with Section 2.3(c1060 of the Code and the Treasury regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of “Consideration Allocation”). BreitBurn and Quicksilver agree that the consideration paid for unadjusted Total Consideration shall be allocated among the Shares and the Purchased Assets, together Contributed Assets in accordance with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules principles of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation Regulations, as set forth in Exhibit D of this Agreement (individually, a “Tax Allocated Value”, and collectively, the “Tax Allocated Values”). Prior to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule Schedule”). Any post-Closing adjustments with respect to the consideration for all the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Quicksilver and BreitBurn shall report the transactions contemplated by this Agreement in a manner consistent with the Consideration Allocation, such as reporting of asset values and other items for purposes of all federal, state, and local Tax reportingReturns, including the filing of applicable forms of the without limitation, Internal Revenue Service ("IRS Forms")Form 8594. The Parties agree Quicksilver and BreitBurn shall not take any position in any Tax Return, Tax proceeding or Tax audit that is inconsistent with the Allocation Schedule Consideration Allocation, except as required by Law; provided, however, that neither BreitBurn nor Quicksilver shall include an allocation by state where necessary be unreasonably impeded in its ability to calculate applicable state sales settle any Tax audit or transfer taxes applicable other Action related to the transactions contemplated hereby, if anyTaxes.

Allocation of Consideration. The Parties intend that At least 10 days prior to the acquisition Closing Date, the Company shall deliver a schedule to Visteon (the "PRELIMINARY ASSET ALLOCATION SCHEDULE") setting forth the aggregate consideration (including the Assumed Liabilities to the extent properly taken into account for this purpose) for the Contributed Assets, as determined for federal income Tax purposes, and the allocation of the Shares and consideration among the Purchased Contributed Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)1060 of the Internal Revenue Code of 1986, Purchaser shall deliver to SCT a schedule containing a preliminary allocation as amended (the "CODE"). The Company shall also provide such supporting material, including accountants' workpapers and appraisals, as Visteon shall reasonably request in support of the Preliminary Asset Allocation Schedule. If within 30 days after the delivery of the Preliminary Asset Allocation Schedule, Visteon notifies the Company in writing that Visteon objects to the valuations reflected in the computation of the aggregate consideration or the allocation of consideration set forth therein, the parties shall endeavor in good faith to resolve such dispute within 20 days. If there are no disputed items or when all disputed items are resolved, the Preliminary Asset Allocation Schedule, as adjusted to reflect any such resolution, shall become the ") FINAL ASSET ALLOCATION SCHEDULE". Visteon and the Company will act in accordance with the determination and allocation of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Final Asset Allocation Schedule shall comply for all Tax purposes, including with the rules of respect to any forms or reports (including IRS Form 8594) required to be filed pursuant to Section 1060 of the Code Code, the regulations thereunder or any provisions of local, state or foreign law, and to cooperate in the Treasury regulations promulgated thereunderpreparation of any such forms or reports and to timely file such forms or reports. Purchaser Neither party shall take any position that is inconsistent with the determinations and allocation of the Sellers agree to be bound by the allocation consideration set forth in the Final Asset Allocation Schedule for all purposes in any communication with any taxing authority, unless and until the taking of Tax reporting, including the filing such position is required by law or as a result of applicable forms of the Internal Revenue Service a final determination ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary without any obligation to calculate applicable state sales or transfer taxes applicable appeal such final determination to the transactions contemplated hereby, if anyUnited States Supreme Court).

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. (a) Within ninety (90) 60 days after the Closing Working Capital has been determined Date, Purchaser will provide to Seller copies of Internal Revenue Service Form 8594 and all other related documents the Code and applicable United States Treasury regulations require (the "Asset Acquisition Statement") with Purchaser's proposed allocation of the Purchase Price (together with any Assumed Obligations), such allocation to be made in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares Code and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")applicable United States Treasury regulations. Within 15 days after the receipt of such Asset Acquisition Statement, Seller will propose to Purchaser any changes to such Asset Acquisition Statement. If Seller proposes no such changes in writing to Purchaser within that 15-day period, Seller will have agreed to, and accepted, the Asset Acquisition Statement. Purchaser and Seller will try to resolve any differences with respect to the Asset Acquisition Statement within 15 days after Purchaser's receipt of written notice of objection from Seller. (b) If Seller withholds its consent to the allocation shown in the Asset Acquisition Statement, and Purchaser and Seller have acted in good faith to resolve any differences with respect to items on the Asset Acquisition Statement and are unable to resolve any differences, then the Accounting Firm will conclusively resolve any remaining disputed matters. The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after its receipt of the Preliminary Allocation Scheduleinformation necessary to make such a determination. No later than 30 days after its receipt of the information necessary to make such a determination, SCT the Accounting Firm shall notify determine (based solely on presentations by Seller and Purchaser and not by independent review) only those matters in dispute and will issue a written report about the disputed matters and the resulting allocation of Purchase Price (together with any Assumed Obligations). The report shall be conclusive and binding upon the Purchaser and Seller. Subject to the requirements of any objections that SCT may haveapplicable tax law or election, which notification Purchaser and Seller shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance file all Tax Returns and reports consistently with the allocation provided in the Asset Acquisition Statement or, if applicable, the determination of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the PartiesAccounting Firm. If SCT notifies Purchaser of any objections, and SCT Seller and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, share equally the fees charged by and expenses of which the Accounting Firm. Any adjustment to the Purchase Price (together with Assumed Obligations) shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth allocated in the Allocation Schedule shall comply accordance with the rules of Section 1060 of the Code and the applicable United States Treasury regulations promulgated thereunderregulations. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if any.ARTICLE TV

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated (a) As promptly as a taxable transaction for Tax purposes. Within ninety possible, but in any event within one hundred twenty (90120) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver will provide to SCT a schedule containing a preliminary allocation Sellers copies of IRS Form 8594 and any required exhibits thereto (the "Preliminary Allocation Schedule"“Asset Acquisition Statement”) with Purchaser’s proposed allocation of the consideration paid for the Shares and the Purchased Assets, Purchase Price (together with any assumed liabilities) with respect to the Assumed Liabilities (assets of Cogenics in a manner consistent with the "Allocable Consideration")provisions of Sections 338 and 1060 and all regulations promulgated thereunder. Within thirty sixty (3060) days after the receipt of such Asset Acquisition Statement, Sellers will propose to Purchaser any changes to such Asset Acquisition Statement (and in the Preliminary Allocation Scheduleevent no such changes are proposed in writing to Purchaser within such time period, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure Sellers will be deemed to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objectionshave agreed to, and SCT accepted, the Asset Acquisition Statement). Purchaser and Purchaser are able Sellers will endeavor in good faith to resolve their any differences with respect to the Asset Acquisition Statement within fifteen (15) days after Purchaser's ’s receipt of SCT's notificationwritten notice of objection from Sellers. If Sellers withholds their consent to the allocation reflected in the Asset Acquisition Statement, then such resolution shall become final and binding Purchaser and Sellers have acted in good faith to resolve any differences with respect to items on the Parties. If SCT Asset Acquisition Statement and Purchaser thereafter are unable to resolve their any differences within such periodthat, in the matter aggregate, are material in relation to the Purchase Price, then any remaining disputed matters will be finally and conclusively determined by a “Big Four” independent accounting firm or, if the disagreement involves valuation, to a nationally recognized appraisal firm mutually satisfactory to the parties (the “Allocation Arbiter”) (but in no event longer than thirty (30) days), which resolution shall be referred for arbitration to the Accounting Arbitrator, the fees binding and expenses of which conclusive upon Purchaser and Sellers without further appeal therefrom. Each party shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 pay 50% of the Code and the Treasury regulations promulgated thereundercosts of resolving any such dispute. Purchaser and Sellers shall, subject to the Sellers agree to be bound by requirements of any applicable Tax law or election, file all Tax Returns and reports consistently with the allocation set forth provided in the Allocation Schedule for all purposes of Tax reportingAsset Acquisition Statement, including or if applicable, the filing of applicable forms determination of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyArbiter.

Allocation of Consideration. (a) The Parties intend Seller agrees that the acquisition Tax Escrow Funds shall be applied to the payment of that portion of the Shares pre-petition priority Tax obligations of Seller which may be personally asserted against Jan Parent and/or Johnxx Xxxxxxx (xxe “Personal Tax Obligation”), or such lesser amount as necessary to satisfy such Personal Tax Obligation in full and shall be held in a segregated interest bearing account pending final determination of such Personal Tax Obligation. To the Purchased Assets extent all of the Tax Escrow Funds are not necessary to satisfy the Personal Tax Obligation, then any remaining portion o f the Tax Escrow Funds shall be treated as a taxable transaction for Tax purposes. Within ninety (90) days after paid to secured creditors and/or the Closing Working Capital has been determined Seller’s bankruptcy estate to be distributed in accordance with Section 2.3(ctheir priorities. (b) or (d)Prior to Closing, Purchaser shall deliver to SCT a schedule containing a preliminary Seller Purchaser’s proposed allocation (the "Preliminary “Allocation Schedule"Statement”) of the consideration paid for Consideration (including, without limitation, the Shares and Assumed Liabilities) among the Purchased Assets, together . The Allocation Statement shall allocate the Consideration and any item required to be treated as an adjustment to the Consideration 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 Seller agrees with the Assumed Liabilities Allocation Statement and the allocation among the Purchased Assets set forth therein, Purchaser and Seller shall report and file all tax returns (the "Allocable Consideration"). Within thirty (30including any amended tax returns and claims for refund) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objectionsconsistent with such mutually agreed Consideration allocation, and SCT and Purchaser are able to resolve their differences within fifteen shall take no position contrary thereto or inconsistent therewith (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally including in any audits or examinations by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunderany taxing authority or any other proceedings). Purchaser and the Sellers agree Seller shall file or cause to be bound by the allocation set forth in the Allocation Schedule for filed any and all purposes of Tax reporting, forms (including the filing of applicable forms of the U.S. Internal Revenue Service ("IRS Forms"Form 8594), statements and schedules with respect to such allocation, including any required amendments to such forms. The Parties agree that If, on the other hand, Seller objects to, or otherwise disagrees with the Allocation Schedule Statement, Purchaser and Seller shall include an use their commercially reasonable efforts to agree upon the allocation by state where necessary of the Consideration among the Purchased Assets. In any event, Seller agrees to calculate applicable state sales or transfer taxes applicable to take no position in its tax returns, which are inconsistent with the transactions contemplated herebyPurchaser’s allocations of the Consideration for tax purposes. Seller shall be responsible for all fees associated with the preparation of tax returns. Notwithstanding any other provisions of this Agreement, if anyPurchaser’s and Seller’s obligations under this Section 5.2 shall survive Closing.

Allocation of Consideration. (A) The Parties intend that Consideration (including, for purposes of this Section 2.5, the acquisition of Assumed Liabilities and other items, in each case, to the Shares and extent properly taken into account under applicable Treasury Regulations) shall be allocated among the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after and, unless the Closing Working Capital has been determined parties agree otherwise, the other Ancillary Agreements in the manner required by Section 1060 of the Code in accordance with the provisions of this Section 2.3(c2.5 (the “Allocation”). (B) or As soon as practicable after the date hereof, Buyer shall propose the Allocation. If, within ten (d)10) Business Days of Buyer’s delivery to Seller of the proposed Allocation, Purchaser shall Seller does not deliver to SCT Buyer a schedule containing a preliminary allocation (written objection to such proposed Allocation, the "Preliminary Allocation Schedule") of the consideration paid for the Shares shall be as proposed by Buyer. If Seller shall so object to Buyer’s proposed Allocation, Seller and Buyer shall thereafter cooperate in good faith to resolve any dispute over Buyer’s proposed Allocation, and the Purchased AssetsAllocation shall be amended in the manner as may be agreed upon by the parties. If, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notificationSeller delivers to Buyer Seller’s written objection to Buyer’s proposed Allocation, the parties cannot agree on an amended Allocation as provided in the preceding sentence, then such dispute shall promptly be submitted by the parties for resolution in a manner consistent with the procedures set forth in Section 2.5(C), and the Allocation shall become final be amended pursuant to such resolution. (C) Buyer and binding on Seller shall use their respective Best Efforts for a period of ten (10) days after Seller’s delivery of a written objection to Buyer’s proposed amendments to the PartiesAllocation (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any disagreements raised by Seller with respect thereto. If SCT If, at the end of such period, Buyer and Purchaser Seller are unable to resolve their differences within such perioddisagreements, the matter then principal outside accountants of Buyer and Seller, respectively, shall be referred for arbitration jointly select a third independent auditor of recognized national standing (the “Accountant”) to resolve any remaining disagreements. The Accountant will make its determination based solely on presentations made by Buyer and Seller (made or provided by each party to the Accounting Arbitrator, other at the fees same time it is made or provided to the Accountant) and expenses not by independent review. It is the intent of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule parties hereto that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation process set forth in this Section 2.5(C) and the Allocation Schedule activities of the Accountant in connection herewith is not intended to be and, in fact, is not an arbitration and that no formal arbitration rules shall comply be followed (including rules with respect to procedures and discovery). The determination by the Accountant shall be final, binding and conclusive on the parties. Buyer and Seller shall use their Best Efforts to cause the Accountant to make its determination within twenty (20) days of accepting its engagement. If the Accountant’s determination is in favor of Seller, Buyer shall be responsible for the expenses related to such determination. (D) Buyer and Seller agree to each prepare and file on a timely basis with the rules of IRS substantially identical initial, supplemental and, if required, amended Forms 8594 “Asset Acquisition Statements Under Section 1060 1060” consistent with the Allocation. Unless otherwise required by a “determination” as defined in Section 1313(a) of the Code Code, Buyer and the Treasury regulations promulgated thereunder. Purchaser and the Sellers Seller further agree to be bound by the allocation set forth Allocation and to take no tax or accounting position that is inconsistent with the Allocation. Notwithstanding anything in this Section 2.5 to the contrary, the Allocation (and any adjustments thereto) shall be made in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms manner required by Section 1060 of the Internal Revenue Service ("IRS Forms")Code. The Parties agree that Notwithstanding any other provisions of this Agreement, this Section 2.5 shall survive the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyClosing Date without limitation.

Allocation of Consideration. (A) The Parties intend that Consideration (including, for purposes of this Section 2.5, the acquisition of Assumed Liabilities and other items, in each case, to the Shares and extent properly taken into account under applicable Treasury Regulations) shall be allocated among the Purchased Assets be treated and, unless the parties agree otherwise, the other Ancillary Agreements owned by Seller in the manner required by Section 1060 of the Code. (B) As soon as a taxable transaction for Tax purposes. Within ninety (90) days reasonably practicable after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Closing, Purchaser Buyer shall deliver to SCT a schedule containing a preliminary Seller the proposed allocation (the "Preliminary Allocation Schedule"“Allocation”). If, within twenty (20) days of Buyer’s delivery to Seller of the consideration paid for proposed Allocation, Seller does not deliver to Buyer a written objection to such proposed Allocation, the Shares Allocation shall be deemed approved. If Seller shall so object to Buyer’s proposed Allocation, Seller and Buyer shall thereafter cooperate in good faith to resolve any dispute over Buyer’s proposed Allocation, and the Purchased AssetsAllocation shall be determined in the manner as may be agreed upon by the parties. If, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notificationSeller delivers to Buyer Seller’s written objection to Buyer’s proposed Allocation, the parties cannot agree on an Allocation as provided in the preceding sentence, then such dispute shall promptly be submitted by the parties for resolution in a manner consistent with the procedures set forth in Section 2.5(C), and the Allocation shall become final be determined pursuant to such resolution. (C) Buyer and binding on Seller shall use their respective Best Efforts for a period of thirty (30) days after Seller’s delivery of a written objection to Buyer’s proposed Allocation (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any disagreements raised by Seller with respect thereto. If, at the Parties. If SCT end of such period, Buyer and Purchaser Seller are unable to resolve their differences within such perioddisagreements, the matter then accountants of Buyer and Seller shall be referred for arbitration jointly select a third independent auditor of recognized national standing (the “Accountant”) to resolve any remaining disagreements. The Accountant will make its determination based solely on presentations made by Buyer and Seller (made or provided by each party to the Accounting Arbitrator, other at the fees same time it is made or provided to the Accountant) and expenses not by independent review. It is the intent of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule parties hereto that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation process set forth in this Section 2.5(C) and the Allocation Schedule activities of the Accountant in connection herewith is not intended to be and, in fact, is not an arbitration and that no formal arbitration rules shall comply be followed (including rules with respect to procedures and discovery). The determination by the Accountant shall be final, binding and conclusive on the parties. Buyer and Seller shall use their Best Efforts to cause the Accountant to make their determination within thirty (30) days of accepting its engagement. (D) Buyer and Seller agree to each prepare and file on a timely basis with the rules of IRS substantially identical initial, supplemental and, if required, amended Forms 8594 “Asset Acquisition Statements Under Section 1060 1060” consistent with the Allocation. Unless otherwise required by a “determination” as defined in Section 1313(a) of the Code Code, Buyer and the Treasury regulations promulgated thereunder. Purchaser and the Sellers Seller further agree to be bound by the allocation set forth Allocation and to take no tax or accounting position that is inconsistent with the Allocation. Notwithstanding anything in this Section 2.5 to the contrary, the Allocation (and any adjustments thereto) shall be made in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms manner required by Section 1060 of the Internal Revenue Service ("IRS Forms")Code. The Parties agree that Notwithstanding any other provisions of this Agreement, this Section 2.5 shall survive the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyClosing Date without limitation.

Allocation of Consideration. The Sagicor Parties intend that and Playa agree to allocate the acquisition of Exchange Consideration among the Shares and Assets for all purposes in accordance with the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been allocation determined in accordance with this Section 2.3(c) or (d), Purchaser shall deliver 2.11. Playa may propose such Exchange Consideration allocation to SCT a schedule containing a preliminary allocation the Sagicor Parties following the date hereof (the "Preliminary Allocation Schedule"“Proposed Allocation”). Upon receipt of Playa’s Proposed Allocation, the Sagicor Parties shall have five (5) business days from the date of the consideration paid for the Shares and the Purchased Assetsreceipt thereof to propose an alternative allocation by written notice to Playa, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final reasonable supporting documentation and binding on the Partiesexplanation therefor. If SCT notifies Purchaser of any objectionsno response is received from the Sagicor Parties within such five (5) business day period, the Proposed Allocation shall be deemed agreed to by the Sagicor Parties and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the PartiesPlaya. If SCT the Sagicor Parties propose changes to the Proposed Allocation, the parties shall work together in good faith to finalize the Exchange Consideration allocation within five (5) business days of such written notice. If the Sagicor Parties and Purchaser Playa are unable to resolve their differences disagreements with respect to the Exchange Consideration allocation described herein within five (5) business days after Playa’s receipt of such periodwritten notice from the Sagicor Parties, then Playa may request that Xxxxx Xxxx LaSalle (“JLL”) (acting as expert and not as arbitrators) resolve such dispute (the matter “JLL Determination”). The JLL Determination shall be referred for arbitration binding on both parties and shall constitute the agreed upon Exchange Consideration allocation hereunder. Any costs related to the Accounting Arbitrator, the fees and expenses engagement of which JLL shall be borne equally by SCT the Sagicor Parties and PurchaserPlaya. The Accounting Arbitrator's Upon a determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on Exchange Consideration allocation, in accordance with the Parties shall be referred to as the "Allocation Schedule." The allocation procedures set forth in this Section 2.11, Playa may attached such allocation hereto as Schedule 2.11. After the Allocation Schedule Closing, the parties hereto shall comply with the rules make consistent use of Section 1060 of the Code such allocation determined in accordance herewith, fair market value and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule useful lives for all Tax purposes and in all filings, declarations and reports with any Governmental Authority in respect thereof. In any Proceeding related to the determination of Tax reportingany Tax, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")neither Playa nor any Sagicor Party shall contend or represent that such allocation is not a correct allocation. The Parties agree that the Allocation Schedule terms of this Section 2.11 shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anysurvive Closing.

Allocation of Consideration. The Parties intend that the acquisition of the Shares Purchase Price and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after Assumed Liabilities shall, prior to the Closing Working Capital has been determined Date, be allocated among the Acquired Assets in accordance with Section 2.3(c) or (d)applicable Law, Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assetsincluding but not limited to, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunderRegulation thereunder (and any similar provision of state, local or non-U.S. Laws, as applicable) and the methodologies set forth on Schedule 3.2. Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Seller for review a draft allocation (the “Draft Allocation”). If Seller does not object to such Draft Allocation, such allocation shall become the final allocation (any such final agreed allocation, the “Allocation”) for Tax reporting purposes under applicable Law. If Seller objects to such Draft Allocation, Seller shall deliver to Purchaser a statement setting forth their objections and suggested adjustments (an “Allocation Objections Statement”) within thirty (30) days from the delivery of the Draft Allocation. Purchaser and the Sellers agree agrees to be bound by the allocation consider any objection set forth in the Allocation Schedule for all purposes Objections Statement in good faith. To the extent Purchaser does not accept the objections set forth on the Allocation Objections Statement, the Parties agree to negotiate in good faith to attempt to resolve the associated dispute within twenty (20) days after Seller provides the Allocation Objections Statement to Purchaser. If Purchaser and Seller are unable to reach an agreement within this timeframe, the matters remaining in dispute shall be submitted to an independent expert to be engaged pursuant to an engagement letter among Purchaser, Seller and the independent expert, with the costs of Tax reportingsuch independent expert to be split equally by Purchaser and Seller. Purchaser and Seller shall each request that the independent expert make a final determination as to the disputed items within ten (10) days after such submission, including with the filing independent expert acting as an expert and not as an arbitrator If any matter of applicable forms such dispute is not resolved in this timeframe, Seller on one hand and Purchaser on the other shall be permitted to make such allocation of the Internal Revenue Service Purchase Price and the Assumed Liabilities as they determine appropriate. Neither the Purchaser nor Seller shall take any position ("IRS Forms"). The Parties agree whether in audits, Tax Returns or otherwise) that the is inconsistent with such Allocation Schedule shall include an allocation unless required to do so by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyLaw.

Allocation of Consideration. The Parties intend that the acquisition (a) Within sixty (60) days after an Adjustment Payment Date, (i) Seller shall prepare and deliver to Purchaser a draft of a statement (an “Allocation Statement”) setting forth its proposed calculation of the Shares aggregate amount of consideration paid by Purchaser, in respect of the Transferred Business conveyed at the relevant Closing, and the proposed allocation in the form required in Section 1060 of the Code of such aggregate amount among the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after purchased at the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)relevant Closing, Purchaser shall deliver to SCT a schedule containing a preliminary including the allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")proceeds among each Seller Entity. Within If within thirty (30) days after Purchaser’s receipt of the Preliminary draft Allocation ScheduleStatement, SCT Purchaser shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure not have objected in writing to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notificationsuch draft statement, then such resolution draft statement shall become final and binding on the PartiesAllocation Statement for such Closing. If SCT and In the event that Purchaser are unable to resolve their differences objects in writing within such thirty- (30) day period, the matter Seller and Purchaser shall be referred for arbitration negotiate in good faith to resolve the Accounting Arbitratordispute. (b) The parties hereto agree to report the allocation of the total consideration among the Purchased Assets in a manner consistent with the Allocation Statements, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred agree to as the "Allocation Schedule." The allocation set forth act consistently in the Allocation Schedule shall comply preparation and filing of all Tax Returns (including filing Form 8594 with the rules of Section 1060 of the Code their respective federal income Tax Returns for each taxable year that includes a relevant Closing Date and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound any other forms or statements required by the allocation set forth in the Allocation Schedule for all purposes of Tax reportingCode, including the filing of applicable forms of Treasury regulations, the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate or any applicable state sales or transfer taxes applicable local Taxing Authority) and in the course of any Tax audit, Tax review or Tax litigation relating thereto; provided that neither the Seller Entities nor any of their respective Affiliates nor Purchaser or any of its Affiliates will be obligated to litigate any challenge to such allocation of the transactions contemplated hereby, if anyaggregate consideration by a Taxing Authority.

Allocation of Consideration. The Parties intend that All amounts constituting consideration within the acquisition meaning of, and for the purposes of, Section 1060 of the Shares Code and the Purchased regulations thereunder shall be allocated among the Transferred Assets be treated and any other rights acquired by Purchaser hereunder, as a taxable transaction for Tax purposesapplicable, in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable Laws. Within ninety sixty (9060) calendar days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver to SCT provide Seller with a proposed schedule containing a preliminary allocation (the "Preliminary “Allocation Schedule"”) of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")allocating all such amounts as provided herein. Within thirty (30) days after receipt of the Preliminary The Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution Schedule shall become final and binding on the Partiesparties hereto fifteen (15) calendar days after Purchaser provides such schedule to Seller, unless Seller objects in writing to Purchaser, specifying the basis for its objection and preparing an alternative allocation. If SCT Seller does object in writing, Purchaser and Purchaser are unable Seller shall in good faith attempt to resolve their differences the dispute within fifteen (15) calendar days of written notice to Purchaser of Seller’s objection. Any such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation resolution shall be final and binding on the Partiesparties hereto. A Preliminary Allocation Schedule that becomes Any unresolved disputes shall be promptly submitted to the Reviewing Accountants for determination, which shall be final and binding on the Parties parties hereto. Purchaser and Seller will each pay one-half of the fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated by this Section 4.4, including by furnishing such information and access to books, records (including accountants work papers), personnel and properties as may be referred reasonably requested. Each of the parties hereto agrees to as the "Allocation Schedule." The allocation set forth (a) prepare and timely file all Tax Returns, including Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule shall comply as finalized and (b) act in accordance with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")tax purposes. The Parties agree that parties hereto will revise the Allocation Schedule shall include an allocation by state where to the extent necessary to calculate applicable state sales reflect any Contingent Payment payable pursuant to Section 4.1(b)(ii), any payment made under Article X hereto or transfer taxes applicable other post-Closing payment made pursuant to or in connection with this Agreement. In the transactions contemplated herebycase of any such payment, if anyPurchaser shall propose a revised Allocation Schedule, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision. In no event shall the allocation of consideration, on the Allocation Schedule, be such that amounts are allocated to Seller’s investments in loans or Securities in excess of the fair market values of such investments.

Allocation of Consideration. The Parties intend that All capitalizable costs and other amounts constituting consideration within the acquisition meaning of, and for the purposes of, Section 1060 of the Shares Code and the Purchased Assets regulations thereunder shall be treated allocated among the Transferred Assets, the non-solicitation obligations contained in Section 8.14 hereto, the non-competition obligations contained in Section 8.15 hereto and any other assets or rights acquired by Purchaser hereunder, as a taxable transaction for Tax purposesapplicable, in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable Laws. Within ninety sixty (9060) calendar days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver to SCT provide Seller with a proposed schedule containing a preliminary allocation (the "Preliminary “Allocation Schedule"”) of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")allocating all such amounts as provided herein. Within thirty (30) days after receipt of the Preliminary The Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution Schedule shall become final and binding on the Partiesparties hereto fifteen (15) calendar days after Purchaser provides such schedule to Seller, unless Seller objects in writing to Purchaser, specifying the basis for its objection and preparing an alternative allocation. If SCT Seller does object, Purchaser and Purchaser are unable Seller shall in good faith attempt to resolve their differences the dispute within fifteen (15) calendar days of receipt by Purchaser of written notice of Seller’s objection. Any such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation resolution shall be final and binding on the Partiesparties hereto. A Preliminary Allocation Schedule that becomes Any unresolved disputes shall be promptly submitted to the Reviewing Accountants for determination, which determination shall be final and binding on the Parties parties hereto. Purchaser and Seller will each pay one-half of the fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated by this Section 4.3, including, without limitation, by furnishing such information and access to books, records (including, without limitation, accountants work papers), personnel and properties as may be referred reasonably requested. Each of the parties hereto agrees to as the "Allocation Schedule." The allocation set forth (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule shall comply as finalized and (b) act in accordance with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")tax purposes. The Parties agree that parties hereto will revise the Allocation Schedule shall include an allocation by state where to the extent necessary to calculate applicable state sales reflect any Purchase Price Adjustment, any payment made under Article X hereto or transfer taxes applicable other post-Closing payment made pursuant to or in connection with this Agreement. In the transactions contemplated herebycase of any such payment, if anyPurchaser shall propose a revised Allocation Schedule, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision.

Allocation of Consideration. The Parties intend that agree to allocate the acquisition of Closing Cash Amount and any cash payments received by the Shares Seller Parties pursuant to the Seller Note (including any assumed liabilities and the Purchased Assets be any other amounts treated as a taxable transaction consideration for Income Tax purposes. Within ninety (90) days after among the Closing Working Capital has been determined Acquired Assets in accordance with Section 2.3(c) or Annex 2.9 (dthe “Tax Allocation Methodologies”), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together which is consistent with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations Regulations promulgated thereunder. Within thirty (30) days following the determination of the post-Closing adjustments in Section 2.8, Purchaser will prepare and deliver to the Seller Parties a draft allocation in respect of each of the Acquired Assets and Assumed Liabilities, with such allocation to be in accordance with the Tax Allocation Methodologies (the “Tax Allocation Schedule”). Purchaser and the Sellers Seller Parties agree to be bound use commercially reasonable efforts to resolve in good faith any differences with respect to the Tax Allocation Schedule. If the Seller Parties do not object to the Tax Allocation Schedule within thirty (30) days following delivery thereof, Purchaser and the Seller Parties agree to (a) prepare and file each of their respective Tax Returns on a basis consistent with such Tax Allocation Schedule (or such Tax Allocation Schedule agreed to by Purchaser and the Seller Parties or determined by the Arbitrating Accountant) and (b) unless otherwise required by Law, take no position inconsistent with such Tax Allocation Schedule (or such Tax Allocation Schedule as agreed to by Purchaser and the Seller Parties or determined by the Arbitrating Accountant) on any applicable Tax Return or in any related Proceeding before any Governmental Authority. If the Seller Parties withhold their consent to the allocation set forth reflected in the Tax Allocation Schedule, and Purchaser and the Seller Parties have acted in good faith to resolve any differences with respect to items on the Tax Allocation Schedule for all purposes of Tax reportingand thereafter are unable to resolve any differences that, including in the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable aggregate, are material in relation to the transactions contemplated herebypurchase price, if anythen any remaining disputed matters will be finally and conclusively determined by the Arbitrating Accountant. Promptly, but not later than fifteen (15) days after its acceptance of appointment hereunder, the Arbitrating Accountant will determine (based solely on presentations by the Seller Parties and the Purchaser and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of purchase price (together with assumed liabilities), which report shall be conclusive and binding upon the parties.

Allocation of Consideration. The Parties intend that All amounts constituting consideration within the acquisition meaning of, and for the purposes of, Section 1060 of the Shares Code and the Purchased regulations thereunder shall be allocated among the Transferred Assets be treated and any other rights acquired by Purchaser hereunder, as a taxable transaction for Tax purposesapplicable, in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable Laws. Within ninety sixty (9060) calendar days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver to SCT provide Seller with a proposed schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")allocating all such amounts as provided herein. Within thirty (30) days after receipt of the Preliminary The Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution Schedule shall become final and binding on the Partiesparties hereto fifteen (15) calendar days after Purchaser provides such schedule to Seller, unless Seller objects in writing to Purchaser, specifying the basis for its objection and preparing an alternative allocation. If SCT Seller does object in writing, Purchaser and Purchaser are unable Seller shall in good faith attempt to resolve their differences the dispute within fifteen (15) calendar days of written notice to Purchaser of Seller's objection. Any such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation resolution shall be final and binding on the Partiesparties hereto. A Preliminary Allocation Schedule that becomes Any unresolved disputes shall be promptly submitted to the Reviewing Accountants for determination, which shall be final and binding on the Parties parties hereto. Purchaser and Seller will each pay one-half of the fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated by this Section 4.4, including by furnishing such information and access to books, records (including accountants work papers), personnel and properties as may be referred reasonably requested. Each of the parties hereto agrees to as the "Allocation Schedule." The allocation set forth (a) prepare and timely file all Tax Returns, including Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule shall comply as finalized and (b) act in accordance with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")tax purposes. The Parties agree that parties hereto will revise the Allocation Schedule shall include an allocation by state where to the extent necessary to calculate applicable state sales reflect any Contingent Payment payable pursuant to Section 4.1(b)(ii), any payment made under Article X hereto or transfer taxes applicable other post-Closing payment made pursuant to or in connection with this Agreement. In the transactions contemplated herebycase of any such payment, if anyPurchaser shall propose a revised Allocation Schedule, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision. In no event shall the allocation of consideration, on the Allocation Schedule, be such that amounts are allocated to Seller's investments in loans or Securities in excess of the fair market values of such investments.

Allocation of Consideration. The Parties intend that Purchase Price, the acquisition of the Shares Assumed Liabilities, and the Purchased Assets any other items required to be treated as a taxable transaction consideration for U.S. federal income Tax purposes. Within ninety (90) days after purposes will be allocated among the Closing Working Capital has been determined Acquired Assets for all Tax purposes in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section section 1060 of the Code and the Treasury regulations Regulations promulgated thereunderthereunder in a manner consistent with the principles set forth on Schedule 3.3 (the “Allocation Principles”). Within five (5) days of the Closing Date, Purchaser shall provide to Sellers a draft allocation in a manner consistent with the Allocation Principles for Sellers’ review and comment. If Sellers do not provide Purchaser a written objection to the draft allocation within five (5) days of receipt, the draft allocation shall be deemed to be agreed upon by the parties. If Sellers propose changes to the draft allocation within such five (5)-day period, Sellers and Purchaser shall negotiate in good faith to amend any aspects of the allocation in dispute; provided, however, that if Sellers and Purchaser are unable to resolve any dispute with respect to the allocation within five (5) days after the date Purchaser received notice of Sellers’ objection, such dispute shall be resolved by the Independent Accountant. The findings of the Independent Accountant shall be final, binding and conclusive on Sellers and Purchaser. The fees and expenses of the Independent Accountant shall be borne by Purchaser, on the one hand, and Sellers, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Accountant, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and which proportionate allocation shall be conclusively determined by the Independent Accountant. Purchaser and Sellers shall (a) complete and file IRS Form 8594 with their respective U.S. Federal income Tax Returns consistent with such allocation for the Sellers agree taxable year in which the Closing occurs, and (b) not take any position (and cause their respective Affiliates to not take any position) on any Tax Return, before any Governmental or Regulatory Authority charged with the imposition, assessment or collection of Taxes, or in any judicial proceeding, that is in any manner inconsistent with the terms of such allocation, as finally determined; provided, however, that (i) no party hereto shall be bound by unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such allocation and (ii) the allocation set forth in the Allocation Schedule shall not be binding upon Sellers for all purposes of Tax reportingany plan filed in connection with the Bankruptcy Cases and shall not, including and shall not be interpreted to, have any effect on any distributions to Sellers’ creditors or equityholders. Notwithstanding any other provision of this Agreement, the filing terms and provisions of applicable forms of this Section 3.3 shall survive the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyClosing without limitation.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) 30 days after the Closing Working Capital has been determined determination of the Final Net Asset Value Amount, Purchaser shall prepare and deliver to Seller a schedule allocating the Purchase Price among (a) the assets owned by AWS, (b) the assets owned by EPA and (c) the covenant not to compete set forth in Section 7.9 in accordance with the principles and pro forma sample allocation set forth in Exhibit 3.3 and section 1060 of the Code and the regulations thereunder (the “Allocation Schedule”). With respect to the allocation of the Purchase Price among the assets owned by AWS, the Allocation Schedule shall set forth the allocation of the Purchase Price among (a) each of the AWS Subsidiaries and (b) any other assets owned by AWS. The Parties agree that for purposes of the Allocation Schedule, the value attributable to the UAE Contract will be offset by the Restricted Cash, and to the extent the Restricted Cash is adjusted as provided in Section 2.3(c) or (d3.2(f), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") value of the consideration paid for UAE Contract will be so adjusted to reflect the Shares and the Purchased AssetsRestricted Cash adjustment. If, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) within 30 days after receipt of the Preliminary Allocation Schedule from Purchaser, Seller notifies Purchaser in writing that Seller objects to one or more items reflected on the Allocation Schedule, SCT Seller and Purchaser shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure negotiate in good faith to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Partiesresolve such dispute. If SCT notifies Purchaser of any objections, and SCT Seller and Purchaser are able fail to resolve their differences any such dispute within fifteen (15) 30 days after Purchaser's ’s receipt of SCT's notificationSeller’s notice of objections, then such resolution shall become final and binding on the Parties. If SCT Seller and Purchaser are unable to resolve their differences within such period, shall submit the matter shall be referred dispute for arbitration resolution to the Accounting ArbitratorIndependent Accountant for resolution of the dispute, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation resolution shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final Parties and binding shall be reflected on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in . No Party shall take any position inconsistent with the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree (or any adjustment to be bound such Allocation Schedule, as contemplated by the allocation set forth in the Allocation Schedule next sentence) for all Tax reporting purposes of Tax reporting, (including the filing of applicable forms of the Internal Revenue Service ("on IRS Forms"Form 8594). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable Any adjustment to the transactions contemplated hereby, if anyPurchase Price shall be allocated as provided by Treasury Regulation section 1.1060-1(c).

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be Closing Payment Amount, plus any other amounts treated as a taxable transaction for amount realized under U.S. federal income Tax purposes. Within ninety law (90) days after including, to the Closing Working Capital has been determined extent so treated, assumed liabilities), shall be allocated in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation the following procedures (the "Preliminary “Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"Statement”). Within thirty (30) days after receipt of the Preliminary The Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall Statement will be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth made in the Allocation Schedule shall comply accordance with the rules of Section 1060 of the Code and Treasury Regulations promulgated thereunder and any analogous provision of foreign, state or local Applicable Law. The Company Group, the Treasury regulations promulgated thereunderSellers and the Buyers agree to file all Tax Returns and make all other necessary filings consistent with the Allocation Statement, unless required otherwise by Applicable Law. Purchaser No later than 45 days after the Closing Date, the Buyers shall prepare and deliver to the Sellers for the Sellers’ review and approval, a draft of the Allocation Statement (the “Draft Allocation Statement”). Within 60 days following the Sellers’ receipt of the Draft Allocation Statement, the Sellers shall provide comments on the Draft Allocation Statement and the Buyers and Sellers agree to discuss such comments in good faith. If, within 60 days after the delivery of the Draft Allocation Statement, the Buyers and the Sellers agree have not agreed on any disputed aspects of the Draft Allocation Statement, any disputed aspects of the Draft Allocation Statement shall be submitted in writing to the Firm which shall resolve such disputes as promptly as possible. The Company Group, the Sellers and the Buyers shall cooperate with each other to enable a Firm (which shall be bound appointed in the manner provided for in Section 1.7, applied mutatis mutandis) to resolve any such dispute, and the costs, expenses and fees of such Firm shall be borne equally by the Sellers, on the one hand, and the Buyers, on the other hand. Following the resolution of any such dispute, the Draft Allocation Statement as modified shall become the Allocation Statement. The Allocation Statement shall be appropriately adjusted to reflect any other payment treated as an adjustment to the Purchase Price hereunder. Neither the Buyers nor the Sellers, nor any of their respective Affiliates, shall take any Tax position on any Tax Return, audit or otherwise that is inconsistent with the allocation set forth in on the Allocation Schedule for all purposes of Tax reportingStatement, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation unless required otherwise by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyApplicable Law.

Allocation of Consideration. The Parties intend that Purchase Price and, to the acquisition of extent required, Assumed Liabilities and relevant transaction costs shall be allocated among the Shares Acquired Assets in accordance with the principles as set forth on Schedule 1.8 hereto, which shall be prepared by Purchaser and mutually agreed to by Purchaser and Seller prior to the Purchased Assets be treated as a taxable transaction for Tax purposesClosing Date (the “Allocation Principles”). Within ninety (90) 60 days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for allocation of the Shares Purchase Price among the Acquired Assets, which schedule shall be based on the Allocation Principles (such schedule, as adjusted if required pursuant to the dispute resolution provisions of this Section 1.8, is referred to as the “Final Allocation”). Seller may dispute any items reflected on the Final Allocation delivered by Purchaser but only on the basis that such items were not prepared in accordance with the Allocation Principles (or arithmetic computational errors); provided, however, that Seller shall notify Purchaser in writing of each disputed item, and specify the amount thereof in dispute and the Purchased Assetsreasons therefor, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) within 30 days after of Seller’s receipt of the Preliminary Final Allocation Scheduleprepared by Purchaser. Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed items shall be final, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final binding and binding conclusive on the Partiesparties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser Seller are unable to resolve their differences reach a resolution to such effect of all disputed items within 30 days of receipt of Seller’s written notice of dispute to Purchaser, Purchaser and Seller shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within 30 days after such periodsubmission, determine and report to the matter parties upon such remaining disputed items, and such report shall be referred for arbitration final, binding and conclusive on the parties hereto with respect to the amounts disputed. The Independent Accounting Arbitrator, Firm shall limit the scope of its review to those disputed items from Seller’s notice of dispute that Seller and Purchaser have failed to resolve. The fees and expenses disbursements of which the Independent Accounting Firm shall be borne equally by SCT Purchaser and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunderSeller. Purchaser and the Sellers agree to Seller shall each (i) be bound by the allocation set forth in the Final Allocation Schedule for all purposes of determining any Taxes, (ii) prepare and file its Tax reportingReturns on a basis consistent with the Final Allocation, including and (iii) take no position inconsistent with the filing of Final Allocation on any applicable forms Tax Return or in any action before any Authority or otherwise, except as required by Law. In the event the Final Allocation is disputed by any Authority, the party receiving notice of the Internal Revenue Service ("IRS Forms")dispute shall promptly notify the other party hereto concerning resolution of the dispute. The Parties agree Seller and Purchaser acknowledge that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to Principles and the transactions contemplated hereby, if anyFinal Allocation will be based upon a good faith estimate of fair market values determined at arm’s length.

Allocation of Consideration. The Parties intend that With respect to each trade or business (within the acquisition meaning of the Shares Code Section 1060 and the Purchased treasury regulations promulgated thereunder) acquired under this Agreement, all amounts constituting consideration within the meaning of, and for the purposes of, Code Section 1060 and the treasury regulations thereunder shall be allocated among the Rights and Assets be treated as a taxable transaction for Tax purposesin the manner required by Code Section 1060 and the treasury regulations issued thereunder and all applicable laws. Within ninety one hundred eighty (90180) calendar days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver to SCT prepare and provide Sellers with a schedule containing a preliminary allocation (the "Preliminary “Allocation Schedule"”) of allocating all such consideration in the consideration paid for manner described by the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")preceding sentence. Within Sellers shall have thirty (30) days after following receipt of the Preliminary Allocation Schedule, SCT shall Schedule during which to notify Purchaser of any objections that SCT may havedispute of any item contained therein, which notification notice shall include any proposed modificationsset forth in detail the basis for such dispute. Failure In the event Sellers fail to so notify Purchaser of any objection dispute during such thirty (30)-day period, the Allocation Schedule delivered by Purchaser shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become be final and binding on upon the Partiesparties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able Sellers shall cooperate in good faith to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notificationany such dispute as promptly as possible. Upon such resolution, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter a revised Allocation Schedule shall be referred for arbitration to prepared in accordance with the Accounting Arbitrator, agreement of Purchaser and Sellers and the fees and expenses allocation of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation consideration based thereon shall be final and binding on the Partiesparties. A Preliminary If, however, Pxxxxxxxx and Sellers are unable to resolve any dispute with respect to the Allocation Schedule that becomes within fifteen (15) days of Sellers’ notice of objection, such dispute shall be resolved by an independent valuation firm selected by Pxxxxxxxx (the “Allocation Referee”). In resolving any such dispute, the Allocation Referee shall consider only those items or amounts in the Allocation Schedule as to which the parties have disagreed. The Allocation Referee’s determination of the disputed items and the resulting Allocation Schedule shall be final and binding on the Parties parties to this Agreement. The Allocation Referee shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees and expenses of the Allocation Referee shall be referred to as borne equally by Purchaser and Sellers. Each of the "Allocation Schedule." The allocation set forth parties hereto shall (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and all supplements thereto) in a manner consistent with the final and binding Allocation Schedule shall comply and (b) otherwise act in accordance with the rules of Section 1060 of the Code final and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the binding Allocation Schedule for all purposes of income Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")purposes. The Parties agree that the Purchaser shall prepare a revised Allocation Schedule shall include an allocation by state where to the extent necessary to calculate applicable state sales reflect any post-Closing payment made pursuant to or transfer taxes applicable in connection with this Agreement, and provide such revised Allocation Schedule to the transactions contemplated herebySellers, if anyas applicable.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety one hundred eighty (90180) days after following the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Closing, Purchaser shall deliver to SCT a schedule containing a preliminary provide Sellers with an allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, Purchase Price (together with the Assumed Liabilities and other relevant items) among the Purchased Assets (the "Allocable Consideration")“Allocation”) which Allocation will comply with the requirements of Code Section 1060 and applicable Treasury Regulations thereunder, for Sellers’ review. Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's of Sellers’ receipt of SCT's notificationsuch Allocation (the “Review Period”), then Sellers may object to such resolution shall become final and binding on the PartiesAllocation by delivering notice to Purchaser in writing. If SCT at the expiration of the Review Period, Sellers have not objected to the Allocation it will be deemed accepted as the final Allocation. In the event that there is an objection timely raised by Sellers to the Allocation during the Review Period, Sellers and Purchaser shall work together in good faith to come to a mutually agreeable Allocation. If after thirty (30) days, Sellers and Purchaser are unable to resolve their differences within such periodcome to an agreement, the matter Parties shall be referred for arbitration submit their dispute to the Accounting ArbitratorReferee (as defined below) in accordance with Section 3.3(c). In accordance with the final Allocation, Purchaser shall prepare and deliver to Sellers copies of Form 8594 and any required exhibits thereto (the fees “Asset Acquisition Statement”). Purchaser shall prepare and expenses deliver to Sellers from time to time revised copies of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding the Asset Acquisition Statement (the “Revised Statements”) so as to report any matters on the Parties. A Preliminary Allocation Schedule Asset Acquisition Statement that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, need updating (including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated herebypurchase price adjustments, if any), subject to the Sellers’ review in accordance with this Section 2.7. All income Tax Returns and reports filed by Purchaser and Sellers shall be prepared consistently with such Allocation.

Allocation of Consideration. The (a) For all applicable Tax purposes, the Parties intend agree that the acquisition of the Shares and the Purchased Assets be Consideration (together with any other items properly treated as a taxable transaction purchase price for applicable Tax purposes. Within ninety ) will be allocated as between Sellers and amongst the ZZI Capital Stock (90and amongst the assets of ZZI, if the Section 338(h)(10) days after Election is made), the Closing Working Capital has been determined Acquired Assets, the covenants in Section 6.11 and any other relevant items in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and Treasury Regulations thereunder and any similar provision of state, local, or non-U.S. Tax Law (in each case to the Treasury regulations promulgated thereunderextent applicable). (b) Within [***] after the Closing Date, Purchaser shall deliver to Sellers for their review and comment an allocation of the Consideration in accordance with Section 3.3(a) (the “Draft Allocation”). If Sellers do not object to such Draft Allocation, such allocation shall become the final allocation (any such final agreed allocation, the “Allocation”). If Sellers object to such Draft Allocation, Sellers shall deliver to Purchaser a statement setting forth their objections and suggested adjustments (an “Allocation Objections Statement”) within [***] from the delivery of the Draft Allocation. Purchaser and the Sellers agree agrees to be bound by the allocation consider any objection set forth in the Allocation Schedule Objections Statement in good faith. To the extent Purchaser does not accept the objections set forth on the Allocation Objections Statement, the Parties agree to negotiate in good faith to attempt to resolve the associated dispute within [***] after Sellers provides the Allocation Objections Statement to Purchaser. If any matter of such dispute is not resolved in this timeframe, then such dispute shall be submitted to an independent nationally recognized accounting firm that is mutually acceptable to Purchaser and Sellers for resolution (the “Accounting Firm”), and the expenses of such Accounting Firm will be borne [***] by Sellers on one hand and [***] by Purchaser on the other hand. To the extent an Allocation is agreed upon, the Parties and their Affiliates as finally agreed to or as determined by the Accounting Firm, shall report, act, and file Tax Returns (including IRS Form 8594 to the extent applicable) in all respects and for all purposes of consistent with the Allocation, and no Party (nor any Party’s Affiliate) shall take any position (whether in audits, Tax reportingReturns, including the filing of or otherwise) that is inconsistent with such Allocation, unless required to do so by applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyLaw.

Allocation of Consideration. The Parties intend that Purchase Price, the acquisition of the Shares Assumed Liabilities, and the Purchased Assets any other items required to be treated as a taxable transaction consideration for U.S. federal income Tax purposes. Within ninety (90) days after purposes will be allocated among the Closing Working Capital has been determined Acquired Assets for all Tax purposes in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section section 1060 of the Code and the Treasury regulations Regulations promulgated thereunderthereunder in a manner consistent with the principles set forth on Schedule 3.3 (the “Allocation Principles”). Within five (5) days of the Closing Date, Purchaser shall provide to Sellers a draft allocation in a manner consistent with the Allocation Principles for Sellers’ review and comment. If Sellers do not provide Purchaser written objections to the draft allocation within five (5) days of receipt, the draft allocation shall be deemed to be agreed upon by the parties. If Sellers propose changes to the draft allocation within such five (5)-day period, Sellers and Purchaser shall negotiate in good faith to amend any aspects of the allocation in dispute; provided, however, that if Sellers and Purchaser are unable to resolve any dispute with respect to the allocation within five (5) days after the date Purchaser received notice of Sellers’ objection, such dispute shall be resolved by the Independent Accountant. The findings of the Independent Accountant shall be final, binding and conclusive on Sellers and Purchaser. The fees and expenses of the Independent Accountant shall be borne equally by Sellers and Purchaser. Purchaser and Sellers shall (a) complete and file IRS Form 8594 with their respective U.S. Federal income Tax Returns consistent with such allocation for the Sellers agree taxable year in which the Closing occurs, and (b) not take any position (and cause their respective Affiliates to not take any position) on any Tax Return, before any Governmental or Regulatory Authority charged with the imposition, assessment or collection of Taxes, or in any judicial proceeding, that is in any manner inconsistent with the terms of such allocation, as finally determined; provided, however, that (i) no party hereto shall be bound by unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such allocation and (ii) the allocation set forth in the Allocation Schedule shall not be binding upon Sellers for all purposes of Tax reportingany plan filed in connection with the Bankruptcy Cases and shall not, including and shall not be interpreted to, have any effect on any distributions to Sellers’ creditors or equityholders. Notwithstanding any other provision of this Agreement, the filing terms and provisions of applicable forms of this Section 3.3 shall survive the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyClosing without limitation.

Allocation of Consideration. The Parties intend that the acquisition (a) Within sixty (60) days after an Adjustment Payment Date, (i) Seller shall prepare and deliver to Purchaser a draft of a statement (an “Allocation Statement”) setting forth its proposed calculation of the Shares aggregate amount of consideration paid by Purchaser, in respect of the Transferred Business conveyed at the relevant Closing, and the proposed allocation in the form required in Section 1060 of the Code of such aggregate amount among the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after purchased at the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)relevant Closing, Purchaser shall deliver to SCT a schedule containing a preliminary including the allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")proceeds among each Seller Entity. Within If within thirty (30) days after Purchaser’s receipt of the Preliminary draft Allocation ScheduleStatement, SCT Purchaser shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure not have objected in writing to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notificationsuch draft statement, then such resolution draft statement shall become final and binding on the PartiesAllocation Statement for such Closing. If SCT and In the event that Purchaser are unable to resolve their differences objects in writing within such thirty (30)-day period, the matter Seller and Purchaser shall be referred for arbitration negotiate in good faith to resolve the Accounting Arbitratordispute. (b) The parties hereto agree to report the allocation of the total consideration among the Purchased Assets in a manner consistent with the Allocation Statements, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred agree to as the "Allocation Schedule." The allocation set forth act consistently in the Allocation Schedule shall comply preparation and filing of all Tax Returns (including filing Form 8594 with the rules of Section 1060 of the Code their respective federal income Tax Returns for each taxable year that includes a relevant Closing Date and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound any other forms or statements required by the allocation set forth in the Allocation Schedule for all purposes of Tax reportingCode, including the filing of applicable forms of Treasury regulations, the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate or any applicable state sales or transfer taxes applicable local Taxing Authority) and in the course of any Tax audit, Tax review or Tax litigation relating thereto; provided that neither the Seller Entities nor any of their respective Affiliates nor Purchaser or any of its Affiliates will be obligated to litigate any challenge to such allocation of the transactions contemplated hereby, if anyaggregate consideration by a Taxing Authority.

Allocation of Consideration. The Parties intend that the acquisition Seller and Buyer agree to cooperate in good faith to determine reasonable allocation of the Shares and Purchase Price among the Purchased Assets be treated as a taxable transaction for Tax purposesin accordance with Section 1060 of the Code and the Treasury Regulations thereunder. Within On or prior to the date ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser Buyer shall deliver provide to SCT a schedule containing a preliminary the Sellers Representative Buyer’s proposed allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")Purchase Price. Within thirty (30) days after the receipt of such allocation, the Preliminary Allocation ScheduleSellers Representative shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation. The Sellers Representative and Buyer shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, SCT including jointly and properly completing an Internal Revenue Service Form 8594, and any other forms or statements required by the Code, Treasury Regulations or the Internal Revenue Service, together with any and all attachments required to be filled therewith. The Sellers Representative and Buyer shall notify Purchaser of file timely any objections such forms and statements with the Internal Revenue Service. In the event that SCT may have, which notification shall include any proposed modifications. Failure the Seller Representative proposes changes to so notify Purchaser of any objection shall constitute SCT's acceptance the allocation within the thirty-day period described above and the parties have not agreed to the allocation of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences Purchase Price within fifteen sixty (1560) days after Purchaser's the Sellers Representative’s receipt of SCT's notificationBuyer’s proposed allocation, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter any disputed items shall be referred for arbitration to resolved by Xxxxxxxx & Xxxxxxx Incorporated or such other nationally or regionally recognized appraisal firm as agreed by Buyer and the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and PurchaserSellers Representative (“Appraiser”). The Accounting Arbitrator's determination of a final allocation the Appraiser shall be final and binding on upon both parties and Buyer and Sellers shall each bear one-half of the Partiescosts, fees and expenses of the Appraiser relating to the allocation. A Preliminary Allocation Schedule that becomes final and binding on The allocation of the Parties Purchase Price shall be referred revised to as take into account subsequent adjustments to the "Allocation Schedule." The allocation set forth Purchase Price in the Allocation Schedule shall comply with the rules of a manner provided by Section 1060 of the Code and the Treasury regulations promulgated Regulations thereunder. Purchaser The final Purchase Price allocation shall be binding on the Buyer and the Sellers agree for U.S. Tax Reporting purposes, provided that no Party shall be unreasonably impeded in its ability and discretion to be bound by the allocation set forth in the Allocation Schedule for all purposes of negotiate, compromise and/or settle any Tax reportingaudit, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales claim or transfer taxes applicable to the transactions contemplated hereby, if anysimilar proceedings.

Allocation of Consideration. Upon signing Seller and Purchaser shall have agreed to allocate the Initial Cash Consideration as set forth on Schedule 2.5(a). The Parties intend that the acquisition of the Shares and the Purchased Assets cash amounts allocated on Schedule 2.5(a) shall not be treated as a taxable transaction for Tax purposes. Within ninety (90) days adjusted after the Closing Working Capital has been determined date hereof, except to take into account any adjustment to the Initial Cash Consideration in accordance with Section 2.3(cthis Agreement and except with respect to the cash amount allocated to the Seller PCIL Stock which shall be subject to possible downwards-only adjustment prior to Closing pursuant to good faith agreement between the parties. Any amount by which the amount allocated to the Seller PCIL Stock in Schedule 2.5(a) or (dis reduced shall be added to the amount allocated to the Business in the United States. Prior to Closing and consistently with Schedule 2.5(a), Seller and Purchaser shall deliver in good faith agree how to SCT a schedule containing a preliminary allocation allocate the Initial Consideration (taking into account Assumed Liabilities to the "Preliminary Allocation Schedule"extent they are included in the amount realized for income tax purposes) of among the consideration paid for the Purchased Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"and such agreement shall be set forth on a schedule to be attached to this agreement as Schedule 2.5(b). Purchaser shall initially propose the content of Schedule 2.5(b) and if Purchaser does so, such proposal shall be subject to Seller’s review and reasonable objection, to be resolved by good-faith negotiations between Purchaser and Seller. Within thirty (30) 60 calendar days after receipt following the determination of the Preliminary Allocation ScheduleFinal Consideration, SCT Purchaser and Seller shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure attempt in good faith to so notify Purchaser of any objection shall constitute SCT's acceptance agree upon the allocation of the Preliminary Allocation Scheduledifference between the Initial Consideration and the Final Consideration among the Purchased Shares and the Purchased Assets (and among Seller and its Selling Affiliates). The allocation of this amount shall take into account the item or items (and the country) to which it is attributable and shall, which shall thereupon become final to the extent such allocation is agreed by Purchaser and binding Seller, be reflected on a revised Schedule 2.5(b). In the Parties. If SCT notifies event that Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser Seller are unable to resolve their differences reach an agreement within such 60 calendar day period, the matter allocation of any disputed item or items shall be referred for arbitration resolved within the next 30 calendar days by an independent accounting firm or valuation expert that is mutually acceptable to the Accounting Arbitrator, the both parties and whose fees and expenses of which shall be borne equally by SCT Purchaser and PurchaserSeller. The Accounting Arbitrator's Such determination of a final allocation by the accounting firm or valuation expert shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final parties without further adjustment and binding on the Parties shall be referred reflected on a revised Schedule 2.5(b). Except as otherwise required by Law or pursuant to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of a “determination” under Section 1060 1313(a) of the Code (or any comparable provision of state, local or foreign Law), Purchaser and Seller agree to act, and to cause their Affiliates to act, in accordance with the Treasury regulations promulgated thereunderallocations contained in Schedule 2.5(b), for all Tax purposes and that neither of them will (or will permit its Affiliates to) take any position inconsistent therewith in any Tax Returns or similar filings (including IRS Form 8594 or any similar form required to be filed under state, local or foreign Law), any refund claim, litigation, audit or otherwise. Purchaser and the Sellers Seller each agree to provide the other party with any additional information reasonably required to complete IRS Form 8594 (or any similar form required to be bound filed under state, local or foreign Law) and with completed copies of such forms. Each party will, subject to confidentiality obligations, provide to the other party a copy of any appraisal obtained by such party in connection with the allocation set forth in the Allocation Schedule for all purposes under this Section 2.5. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of Tax reportingany such appraisal, including the filing such party shall use its commercially reasonable efforts to obtain a waiver of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anysuch confidentiality obligations.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90a) At least seven (7) calendar days after prior to the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver provide SunScript Pharmacy with a good faith estimate of the allocation of the total consideration (including the Assumed Liabilities) among the Transferred Assets, the non-competition provision described in Section 8.10 hereof and the non-solicitation provision described in Section 8.17 hereof. (b) Without regard to SCT the estimate determined pursuant to clause (a) above, within sixty (60) calendar days following the Closing, Purchaser shall provide SunScript Pharmacy a schedule containing a preliminary proposed allocation (the "Preliminary Allocation ScheduleAllocation") of the total consideration paid for (including the Shares Assumed Liabilities) among the Transferred Assets, the non-competition provision described in Section 8.10 hereof and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")non-solicitation provision described in Section 8.17 hereof. Within thirty (30) days after receipt of the Preliminary The Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution Statement shall become final and binding twenty (20) calendar days after Purchaser provides the Allocation to SunScript Pharmacy, unless SunScript Pharmacy objects in writing (in which case, SunScript Pharmacy shall propose an allocation). If the parties cannot agree on the Parties. If SCT and Purchaser are unable Allocation, the parties shall use commercially reasonable efforts to resolve their differences any disputes, but if a final resolution is not reached within such periodtwenty (20) calendar days after SunScript Pharmacy has submitted its objection in writing, the matter any remaining dispute shall be referred for arbitration resolved by the Reviewing Accountants. The Reviewing Accountants shall be instructed to resolve any matters in dispute as promptly as practicable. The determination of the Accounting ArbitratorReviewing Accountants will be final and binding. Purchaser and the Sellers shall each pay their own costs and expenses incurred in connection with such dispute resolution; provided that Purchaser, on the one hand, and the Sellers, on the other hand, shall each pay one-half of the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunderReviewing Accountants. Purchaser and SunScript Pharmacy will revise the Sellers allocation as necessary due to any payments made under Section 4.3 or Section 4.4 or under Article X hereof. (c) Each Seller (and its respective Affiliates) and Purchaser (and its Affiliates) agree to be bound by the allocation set forth in file all Tax Returns consistent with the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyStatement as finalized hereunder.

Allocation of Consideration. The Parties intend that All amounts constituting consideration within the acquisition meaning of, and for the purposes of, Section 1060 of the Shares Code and the Purchased Assets regulations thereunder shall be treated allocated among the assets related to the Business and any other rights acquired by the Buyer hereunder, as a taxable transaction for Tax purposesapplicable, in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable laws. Within ninety sixty (9060) calendar days after the Closing Working Capital has been determined in accordance Date, the Buyer shall provide the Parent with Section 2.3(c) or (d), Purchaser shall deliver to SCT a proposed schedule containing a preliminary allocation (the "Preliminary “Allocation Schedule"”) of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")allocating all such amounts as provided herein. Within thirty (30) days after receipt of the Preliminary The Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution Schedule shall become final and binding on the Partiesparties hereto fifteen (15) calendar days after the Buyer provides such schedule to the Parent, unless the Parent objects in writing to the Buyer, specifying the basis for its objection and preparing an alternative allocation. If SCT the Parent does object, the Parent and Purchaser are unable the Buyer shall in good faith attempt to resolve their differences the dispute within such period, the matter shall be referred for arbitration fifteen (15) calendar days of written notice to the Accounting Arbitrator, Buyer of the fees and expenses of which shall be borne equally by SCT and PurchaserParent’s objection. The Accounting Arbitrator's determination of a final allocation Any such resolution shall be final and binding on the Partiesparties hereto. A Preliminary Allocation Schedule that becomes Any unresolved disputes shall be promptly submitted to KPMG (the “Accounting Arbitrator”) for determination, with such determination being final and binding on the Parties parties hereto. The Parent and the Buyer will each pay one-half of the fees and expenses of the Accounting Arbitrator. The Parent and the Buyer shall cooperate with each other and the Accounting Arbitrator in connection with the matters contemplated by this Section 1.5(b), including, without limitation, by furnishing such information and access to books, records (including, without limitation, accountants work papers), personnel and properties as may be referred reasonably requested. Each of the parties hereto agrees to as the "Allocation Schedule." The allocation set forth (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule shall comply as finalized and (b) act in accordance with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")tax purposes. The Parties agree that parties hereto will revise the Allocation Schedule shall include an allocation by state where to the extent necessary to calculate applicable state sales reflect any post-Closing payment made pursuant to or transfer taxes applicable in connection with this Agreement. In the case of any payment referred to in the transactions contemplated herebypreceding sentence, if anythe Buyer shall propose a revised Allocation Schedule, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision.

Allocation of Consideration. (i) The Parties intend agree that the acquisition Base Merger Consideration (plus the liabilities of each Target Company to the extent properly taken into account under Section 1060 of the Shares and Code) will be allocated among the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined Properties in accordance conformity with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated Regulations thereunder. Purchaser Within ten (10) Business Days following the Execution Date, the Member Representative shall deliver to Buyer the Members’ preliminary allocation of the Base Merger Consideration (plus the liabilities of each Target Company to the extent properly taken into account under Section 1060 of the Code) among the Properties in accordance with Section 1060 of the Code (as adjusted from time to time pursuant to this Section 9.9(d), the “Allocation Schedule”). Not later than 30 days after the Closing, the Member Representative shall deliver to Buyer any proposed changes to the Allocation Schedule (the “Allocation Statement”). If, within 20 days after the delivery of the Member Representative’s proposed changes, Buyer notifies the Member Representative in writing that Buyer objects, Buyer and the Sellers Member Representative shall use Reasonable Efforts to resolve such dispute within 20 days. In the event that Buyer and the Member Representative are unable to resolve such dispute within 20 days, Buyer and the Member Representative shall jointly retain a mutually agreeable, nationally recognized accounting firm (that does not have a material relationship with either Buyer or the Member Representative, or any of their respective Affiliates) (the “Tax Allocation Referee”) to resolve the disputed items. Notwithstanding anything to the contrary herein, Buyer and the Member Representative (and the Tax Allocation Referee, if applicable) shall resolve all disputed items within thirty days of retaining the Tax Allocation Referee. The fees and expenses payable to the Tax Allocation Referee shall be split equally between Buyer and the Member Representative. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. Buyer and the Member Representative agree to (i) be bound by the allocation Allocation Statement and (ii) act in accordance with the Allocation Statement in the preparation, filing and audit of any Tax Return except as otherwise required by applicable Law. If any Taxing authority disputes the allocations set forth in the Allocation Schedule for all purposes of Tax reportingStatement, including the filing of applicable forms Party receiving notice of the Internal Revenue Service dispute shall promptly notify the other parties hereto of such dispute and the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the allocations set forth in the Allocation Schedule. Buyer and the Member Representative shall revise the Allocation Schedule in a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder upon the occurrence of any adjustment to the Base Merger Consideration pursuant to this Agreement. ("IRS Forms"). The Parties ii) For the avoidance of doubt, Buyer and the Members agree that the Allocation Schedule Statement shall include an allocation be used for purposes of allocating (A) the consideration that is properly considered to have been received by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if any.Company in a Disguised Sale among the portion of Properties that are treated as sold in such Disguised Sale and

Allocation of Consideration. (i) The Parties intend agree that the acquisition Base Merger Consideration (plus the liabilities of each Target Company to the extent properly taken into account under Section 1060 of the Shares and Code) will be allocated among the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined Properties in accordance conformity with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated Regulations thereunder. Purchaser Within ten (10) Business Days following the Execution Date, the Member Representative shall deliver to Buyer the Members’ preliminary allocation of the Base Merger Consideration (plus the liabilities of each Target Company to the extent properly taken into account under Section 1060 of the Code) among the Properties in accordance with Section 1060 of the Code (as adjusted from time to time pursuant to this Section 9.9(d), the “Allocation Schedule”). Not later than 30 days after the Closing, the Member Representative shall deliver to Buyer any proposed changes to the Allocation Schedule (the “Allocation Statement”). If, within 20 days after the delivery of the Member Representative’s proposed changes, Buyer notifies the Member Representative in writing that Buyer objects, Buyer and the Sellers Member Representative shall use Reasonable Efforts to resolve such dispute within 20 days. In the event that Buyer and the Member Representative are unable to resolve such dispute within 20 days, Buyer and the Member Representative shall jointly retain a mutually agreeable, nationally recognized accounting firm (that does not have a material relationship with either Buyer or the Member Representative, or any of their respective Affiliates) (the “Tax Allocation Referee”) to resolve the disputed items. Notwithstanding anything to the contrary herein, Buyer and the Member Representative (and the Tax Allocation Referee, if applicable) shall resolve all disputed items within thirty days of retaining the Tax Allocation Referee. The fees and expenses payable to the Tax Allocation Referee shall be split equally between Buyer and the Member Representative. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. Buyer and the Member Representative agree to (i) be bound by the allocation Allocation Statement and (ii) act in accordance with the Allocation Statement in the preparation, filing and audit of any Tax Return except as otherwise required by applicable Law. If any Taxing authority disputes the allocations set forth in the Allocation Schedule for all purposes of Tax reportingStatement, including the filing of applicable forms Party receiving notice of the Internal Revenue Service dispute shall promptly notify the other parties hereto of such dispute and the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the allocations set forth in the Allocation Schedule. Buyer and the Member Representative shall revise the Allocation Schedule in a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder upon the occurrence of any adjustment to the Base Merger Consideration pursuant to this Agreement. ("IRS Forms"). The Parties ii) For the avoidance of doubt, Buyer and the Members agree that the Allocation Schedule Statement shall include an allocation be used for purposes of allocating (A) the consideration that is properly considered to have been received by state where necessary the Company in a Disguised Sale among the portion of Properties that are treated as sold in such Disguised Sale and (B) the fair market value of the Properties that are treated as contributed to calculate applicable state sales or transfer taxes applicable Buyer under Section 721(a) of the Code, including for purposes of applying Section 704(c) of the Code to such Properties. The variation between the transactions contemplated hereby, if anyfair market value of such contributed Properties and the adjusted tax basis of such Properties will be taken into account under the “remedial method” as described in Treasury Regulation Section 1.704-3(d).

Allocation of Consideration. The Parties intend that (a) TRW and Buyer agree to allocate the acquisition of the Shares Purchase Price and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt sum of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of Purchase Price and the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties Assumed Liabilities shall be referred to herein as the "Allocation Schedule." The allocation Closing Price") as set forth in Schedule 2.7 hereto (the Allocation amount set forth on Schedule 2.7 with respect to each item, an "Initial Allocation"); provided that no later than fourteen (14) days after the date hereof, Buyer shall comply with either retain Corporate Value Consulting (Standard & Poor's) or select and retain such other third-party accounting firm or appraisal firm as is reasonably acceptable to TRW ("Buyer's Appraiser") to determine the rules of Section 1060 reasonableness of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service Closing Price. (i) Buyer's Appraiser shall provide Buyer and TRW with an appraisal of each UK Item ("IRS FormsBuyer's Appraisal"). The Parties agree If the aggregate of the Buyer's Appraisals with respect to the UK Items is within 10% of the aggregate Initial Allocations with respect to the UK Items, then the Buyer's Appraisal shall be accepted by Buyer and TRW, and the Closing Price allocated to each UK Item shall equal the amount of Buyer's Appraisal and that amount shall be the final allocation with respect to each such item (the "Final Allocation"); provided, however, that in the event that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable aggregate Buyer's Appraisals with respect to the transactions contemplated herebyUK Items varies by more than 10% in either direction from the aggregate Initial Allocations with respect to the UK Items, TRW may retain American Appraisal or select and retain such other third-party accounting firm or appraisal firm as is reasonably acceptable to Buyer ("TRW's Appraiser") to determine the reasonableness of Buyer's Appraisal and to provide Buyer and TRW with an appraisal of such items (the "TRW's Appraisal"), in which case the Final Allocation will be the average of the Buyer's Appraisal and TRW's Appraisal and the Final Allocation so determined shall be accepted by Buyer and TRW. (ii) After the Final Allocation has been determined with respect to each UK Item, the Net UK Appraisal Adjustment (as defined in the following sentence) shall be computed. The "Net UK Appraisal Adjustment" shall equal (i) the aggregate Final Allocations with respect to the UK Items minus (ii) the aggregate Initial Allocation with respect to the UK Items. If the Net UK Appraisal Adjustment is less than zero (i.e., a negative number), then the Initial Allocation with respect to each non-UK Item will be adjusted and increased by a pro rata amount (based on Initial Allocations) of the absolute value of the Net UK Appraisal Adjustment (each such adjusted Initial Allocation, a "Revised Allocation"); provided, however, that if the Net UK Appraisal Adjustment is greater than zero (i.e., a positive number), then the Revised Allocation with respect to each non-UK Item will be the Initial Allocation with respect to such item reduced by a pro rata amount (based on Initial Allocations) of the Net UK Appraisal Adjustment; provided further, however, if anythe Net UK Appraisal Adjustment is equal to zero, then no change shall be made to the Initial Allocations and the Revised Allocation with respect to each non-UK Item will be the Initial Allocation with respect to such item.

Allocation of Consideration. The Parties intend that Sellers and Buyer agree that, to the acquisition of the Shares and the Purchased Assets extent required to be treated as a taxable transaction capitalized for Tax purposes. Within ninety , they will allocate (90i) days the Consideration other than the Assumed Liabilities referred to in Section 2.1(a) plus (ii) the Additional Payment among the Transferred Assets for all Tax purposes (including in preparing all relevant Tax Returns, information reports, and other Tax documents and forms) in accordance with an allocation to be mutually agreed to as soon as practicable after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares Date. Each party hereto agrees that it will adopt and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by utilize the allocation set forth in the Allocation Schedule so agreed to for all purposes of all Tax reporting, including the filing Returns filed by Buyer and Sellers. Each of Buyer and Sellers agrees to prepare and timely file all applicable forms of the Internal Revenue Service ("IRS Forms")and applicable State Tax forms relating to such Consideration allocation, to cooperate with the other in the preparation of such forms, and to furnish the other with a copy of such forms prepared in draft, within a reasonable period before the filing due date thereof. The Parties Neither Buyer nor Sellers will assert that such Consideration allocation was not separately bargained for at arm's-length and in good faith. Each party hereto recognizes that the Consideration does not include Buyer's acquisition expenses and that Buyer will allocate such expenses appropriately. If, within a reasonable period of time after the Closing Date, Sellers and Buyer are unable, in good faith, to reach an agreement as to the allocation of the Consideration, Sellers and Buyer may respectively use their own respective allocation methodologies and statements for purposes of the Tax Returns and proceedings contemplated by this Section 3.4. Sellers also agree that in any event the Allocation Schedule shall include application of the adjustments provided for in Section 3.2(e), the payments provided for in Section 3.2(f) or the Additional Payment will not be reported for Tax purposes as a payment to Buyer or an allocation amount deductible by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anySellers.

Allocation of Consideration. The Parties intend Buyer and Seller agree that the acquisition sale of the Shares Acquired Assets hereunder is a fully taxable sale for income tax purposes. The Purchase Price shall be allocated among the Acquired Assets and the Purchased Assets covenant not to compete set forth in Section 4.2. Such allocation shall be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined made in accordance with Section 2.3(c) or 1060 of the Internal Revenue Code of 1986, as amended (dthe "Code"). No later than 60 days following the Closing Date, Purchaser Buyer shall deliver to SCT Seller a schedule containing a preliminary proposed allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares Purchase Price (and the Purchased Assets, together with the Assumed Liabilities (the all other items properly included in "Allocable Consideration"consideration," as described in Treasury Regulation section 1.1060-1(c)(1)). Within 30 days after receipt of such proposed allocation, Seller shall give Buyer notice of any objections that Seller has to such allocation. If Seller gives Buyer notice of any objections to the proposed allocation, the parties shall meet to endeavor to agree upon an allocation. If Buyer and Seller cannot agree on such an allocation, then the allocation shall be referred to an independent accounting firm mutually agreed to by Buyer and Seller, which shall be directed to resolve the allocation within thirty (30) days after receipt of the Preliminary Allocation Schedulethereafter, SCT and whose decision shall notify Purchaser of any objections that SCT may havebe final, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final binding and binding conclusive on the Partiesparties. If SCT notifies Purchaser of any objectionsBuyer, on the one hand, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notificationSeller, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such periodother hand, the matter shall each be referred responsible for arbitration to the Accounting Arbitrator, one-half of the fees and expenses of which shall be borne equally by SCT and Purchasersuch accounting firm in connection with such determination. The Accounting ArbitratorIf Seller does not object to Buyer's determination of a final allocation shall be final and binding allocation, if the parties agree on the Parties. A Preliminary allocation or if the independent accounting firm decides an allocation (in any such case, an "Allocation"), then Buyer and Seller shall use such Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of filing all required forms under Section 1060 of the Code (or any comparable forms under state or foreign law), and the Treasury regulations promulgated thereunder. Purchaser all other Tax Returns (as defined in Section 2.7(a)), and the Sellers Buyer and Seller further agree to be bound by the allocation set forth that they shall not take any position inconsistent with such Allocation upon any examination of any such Tax Return, in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")any refund claim or in any tax litigation. The Parties agree that the Allocation Schedule shall include an allocation by state where be adjusted as necessary to calculate applicable state sales or transfer taxes applicable reflect any further adjustments to the transactions contemplated hereby, if anyPurchase Price made after the Closing Date.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within Not later than ninety (90) days after following the Closing Working Capital has been determined Closing, Buyer shall prepare and deliver to Seller a statement of allocation which shall provide for the allocation of the Consideration, plus the Assumed Liabilities, to the extent properly taken into account pursuant to the provisions of Section 1060 of the Code, among the Purchased Assets and the covenants contained in Article 8 (the “Allocation Schedule”). Such Allocation Schedule shall be prepared in accordance with the provisions of Code Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation 1060 and the Treasury Regulations thereunder (the "Preliminary “Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"Principles”). Within thirty twenty (3020) days after the receipt of the Preliminary such Allocation Schedule, SCT shall notify Purchaser of Seller will propose to Buyer in writing any objections changes to such Allocation Schedule together with reasonable documentation supporting such changes (and in the event that SCT may haveno such changes are proposed in writing to Buyer within such time period, which notification shall include Seller will be deemed to have agreed to, and accepted, the Allocation Schedule as delivered). Buyer and Seller will attempt in good faith to resolve any proposed modifications. Failure differences with respect to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on in accordance with the Parties. If SCT notifies Purchaser of any objectionsAllocation Principles, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's Buyer’s receipt of SCT's notification, then such resolution shall become final and binding on the Partiesa timely written notice of objection from Seller. If SCT Buyer and Purchaser Seller are unable to resolve their such differences within such time period, then any remaining disputed matters will be submitted to the matter Selected Accountants for resolution, in accordance with the Allocation Principles. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Selected Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of such amounts, which report shall be referred for arbitration to the Accounting Arbitrator, the conclusive and binding upon Buyer and Seller. The fees and expenses of which the Selected Accountants in respect of such report shall be borne equally paid one-half by SCT Buyer and Purchaserone-half by Seller. The Accounting Arbitrator's determination of a final allocation Buyer and Seller shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree each file or cause to be bound by filed their Tax Returns for their taxable years that include the Closing Date in a manner consistent with the allocation set forth on the Allocation Schedule as so finalized, and (except as set forth below relating to a revised Allocation Schedule) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the Allocation Schedule for all purposes of Tax reporting, including Schedule. In the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree event that any adjustment is required to be made to the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable as a result of any adjustment to the transactions contemplated herebyConsideration pursuant to this Agreement, if anyBuyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Schedule reflecting such adjustment. Such revised Allocation Schedule shall be subject to review and resolution of timely raised disputes in the same manner as the initial Allocation Schedule. Each of Buyer and Seller shall file or cause to be filed their Tax Returns reflecting such adjustments as so finalized for their taxable years that include the event or events giving rise to such adjustment, and (except as required by future revised Allocation Schedule) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the revised Allocation Schedule.

Allocation of Consideration. The Parties intend that In addition to the acquisition allocation of the Shares Purchase Price contemplated by Article II , Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article II , and any other applicable consideration (the “Allocable Amount”) in accordance with the requirements of Section 1060 of the Code (and the Purchased Assets be treated as a taxable transaction regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposespurposes shall be consistent with the allocation of the Purchase Price as contemplated by Article II. Within ninety (90As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f) days after , Seller shall prepare a schedule reflecting the Closing Working Capital has been determined allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") 1060 of the consideration paid for Code. If Seller and Purchaser have not agreed on the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) allocation within 90 calendar days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, date on which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon Final Closing Statement become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able parties pursuant to resolve their differences within fifteen (15Section 2.09(f) days after Purchaser's receipt of SCT's notification, then such resolution Purchaser and Seller shall become final and binding on each have the Parties. If SCT and Purchaser are unable right to resolve their differences within such period, deliver notice to the other party of its intent to refer the matter shall be referred for arbitration resolution to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunderIndependent Accountant. Purchaser and Seller will each deliver to the Sellers agree other and to be bound the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the allocation set forth in Independent Accountant (the Allocation Schedule for all purposes “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of Tax reportingthe transactions, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"Form 8594, in a manner consistent with such Final Allocation). The Parties agree that One-half of all fees, costs and expenses of retaining the Allocation Schedule Independent Accountant shall include an allocation be borne by state where necessary to calculate applicable state sales or transfer taxes applicable to Seller and one-half of such fees, costs and expenses of retaining the transactions contemplated herebyIndependent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employees.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. (a) Within ninety sixty (9060) days after the Closing Working Capital has been determined in accordance with Section 2.3(cAdjustment Payment Date, (i) or (d), Purchaser Seller shall prepare and deliver to SCT Purchaser a schedule containing a preliminary draft allocation statement (the "Preliminary an “Allocation Schedule"Statement”) setting forth its proposed calculation of the aggregate amount of consideration paid for by Purchaser, in respect of the Shares Purchased Assets conveyed at the Closing, and the proposed allocation in the form required in Section 1060 of the Code of such aggregate amount among the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within If within thirty (30) days after Purchaser’s receipt of the Preliminary draft Allocation ScheduleStatement, SCT Purchaser shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure not have objected in writing to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notificationsuch draft statement, then such draft statement shall become the final Allocation Statement. In the event that Purchaser objects in writing within such thirty- (30) day period, Seller and Purchaser shall negotiate in good faith to resolve the dispute and such resolution shall become final and binding on be incorporated into the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of draft Allocation Statement which shall be borne equally by SCT then become the final Allocation Statement. (b) The parties hereto agree to report the allocation of the total consideration among the Purchased Assets in a manner consistent with the final Allocation Statement, and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred agree to as the "Allocation Schedule." The allocation set forth act consistently in the Allocation Schedule shall comply preparation and filing of all Tax Returns (including filing Form 8594 with their respective federal income Tax Returns for the rules of Section 1060 of taxable year that includes the Code Closing Date and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound any other forms or statements required by the allocation set forth in the Allocation Schedule for all purposes of Tax reportingCode, including the filing of applicable forms of Treasury regulations, the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate or any applicable state sales or transfer taxes applicable local Taxing Authority) and in the course of any Tax audit, Tax review or Tax litigation relating thereto; provided that neither Seller nor any of its Affiliates nor Purchaser or any of its Affiliates will be obligated to litigate any challenge to such allocation of the transactions contemplated hereby, if anyaggregate consideration by a Taxing Authority.

Allocation of Consideration. The Parties intend that the acquisition (a) Within 60 days after final determination of the Shares Closing Statement, Buyer will provide Sellers with a draft of IRS Form 8594 and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation any required exhibits thereto (the "Preliminary Allocation Schedule"“Asset Acquisition Statement”) with Buyer’s proposed allocation of the consideration paid for among the Shares and Acquired Assets in accordance with section 1060 of the Purchased AssetsCode. For purposes of this Section 2.10, together with the consideration paid shall be equal to the Purchase Price plus that portion of the Assumed Liabilities that are considered assumed liabilities for federal income tax purposes. Within 30 days after receiving such Asset Acquisition Statement, Sellers will propose to Buyer any changes to such Asset Acquisition Statement (and in the "Allocable Consideration"event no such changes are proposed in writing to Buyer within such time, Sellers will be deemed to have agreed to, and accepted, the Asset Acquisition Statement). Within thirty (30) Buyer and Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within 30 days after Buyer’s receipt of written notice of objection from Sellers. (b) Subject to the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance provisions of the Preliminary Allocation Schedulefollowing sentence of this paragraph (b), which shall thereupon become final the Purchase Price (together with any Assumed Liabilities) will be allocated in accordance with the Asset Acquisition Statement provided by Buyer to Sellers pursuant to paragraph (a) above, and binding subject to the requirements of applicable tax law or election (including but not limited to IRS Form 8594 and any comparable report under state or local tax law), all Tax Returns filed by Buyer and Seller or IES Properties will be prepared consistently with such allocation. If Sellers withholds their consent to the allocation reflected in the Asset Acquisition Statement, and Buyer and Sellers have acted in good faith to resolve any differences with respect to items on the Parties. If SCT notifies Purchaser of any objections, Asset Acquisition Statement and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser thereafter are unable to resolve their any differences within such periodthat, in the aggregate, are material in relation to the Purchase Price, then any remaining disputed matters will be finally and conclusively determined by an independent accounting firm of recognized national standing (the “Allocation Arbiter”) selected by Buyer and Sellers, which firm shall not be the regular auditor of the financial statements of Buyer or Sellers. Promptly, but not later than 30 days after its acceptance of appointment hereunder, the matter Allocation Arbiter will determine (based solely on presentations by Seller and Buyer and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of Purchase Price (together with any assumed liabilities), which report shall be referred for arbitration conclusive and binding upon the parties. Buyer and Sellers shall, subject to the Accounting Arbitratorrequirements of any applicable tax law or election, file all Tax Returns consistent with the allocation provided in the Asset Acquisition Statement or, if applicable, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyArbiter.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. (a) Within ninety (90) 45 business days after the Closing Working Capital has been Date, the Purchaser shall propose to the Seller an allocation of the Purchase Price, including liabilities of the Company required to be taken into account for United States federal income tax purposes (together, the "Consideration"), among the assets of the Company pursuant to Section 1060 of the Code (the "Preliminary Allocation"). Within 20 business days following the receipt of the Preliminary Allocation, the Seller shall provide to the Purchaser either (i) a written notice evidencing the Purchaser's consent to the Preliminary Allocation or (ii) a written notice objecting to the Preliminary Allocation, such notice to contain an explanation of the reasons for the Seller's objections. Within 5 business days following receipt of the Seller's objections, if any, to the Preliminary Allocation (the "Allocation Resolution Period"), the Seller and the Purchaser shall negotiate in good faith to resolve any differences regarding the Preliminary Allocation (as so resolved, the "Final Allocation") for a period of 30 days after the receipt of the Seller's objections. (b) If the Seller and the Purchaser are unable to resolve any differences with regard to the allocation of the Consideration with the Allocation Resolution Period, then any disputed matters shall be finally and conclusively determined in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation 1060 of the Code by an independent nationally-recognized accounting firm (the "Preliminary Allocation ScheduleIndependent Accounting Firm") chosen by the Seller and the Purchaser. Promptly, but not later than 15 business days after its acceptance of appointment hereunder, the Independent Accounting Firm shall determine only those matters in dispute and shall render a written report as to the disputed matters and the resulting allocation of the consideration paid for Consideration, and such report of the Shares Independent Accounting Firm shall be final, conclusive and binding upon the Seller and the Purchased Assets, together with Purchaser and deemed to be the Assumed Liabilities (the "Allocable Consideration")Final Allocation. Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCTThe Independent Accounting Firm's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which incurred pursuant to this Section 6.12(b) shall be borne equally by SCT the Seller and the Purchaser. . (c) The Accounting Arbitrator's determination of a final allocation Purchaser and the Company shall (A) be final bound by the Final Allocation for all income Tax purposes, (B) timely file all forms and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall Tax Returns required to be referred to as the "Allocation Schedule." The allocation set forth filed in the Allocation Schedule shall comply connection with the rules of Final Allocation (including IRS Form 8594 and any other forms or reports required to be filed pursuant to Section 1060 of the Code and or any comparable Requirements of Law (the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Section 1060 Forms"). The Parties agree that ), (C) prepare and file all Section 1060 Forms and Tax Returns in a manner consistent with the Final Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales and (D) take no position inconsistent with the Final Allocation in any Section 1060 Form or transfer taxes applicable to the transactions contemplated herebyTax Return, if anyany audit or examination by, or any proceeding before, any taxing authority or otherwise.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within Not later than ninety (90) days after following the Closing Working Capital has been determined Closing, Buyer shall prepare and deliver to Seller a statement of allocation which shall provide for the allocation of the Consideration plus the Assumed Liabilities, to the extent properly taken into account pursuant to the provisions of Section 1060 of the Code, among the Purchased Assets and the covenants contained in Article 9 (the “Allocation Schedule”). Such Allocation Schedule shall be prepared in accordance with the provisions of Code Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation 1060 and the Treasury Regulations thereunder (the "Preliminary “Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"Principles”). Within thirty fifteen (3015) days after the receipt of the Preliminary such Allocation Schedule, SCT shall notify Purchaser of Seller will propose to Buyer in writing any objections reasonable changes to such Allocation Schedule together with reasonable documentation supporting such changes (and in the event that SCT may haveno such changes are proposed in writing to Buyer within such time period, which notification shall include Seller will be deemed to have agreed to, and accepted, the Allocation Schedule as delivered). Buyer and Seller will attempt in good faith to resolve any proposed modifications. Failure differences with respect to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on in accordance with the Parties. If SCT notifies Purchaser of any objectionsAllocation Principles, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's Buyer’s receipt of SCT's notification, then such resolution shall become final and binding on the Partiesa timely written notice of objection from Seller. If SCT Buyer and Purchaser Seller are unable to resolve their such differences within such time period, then any remaining disputed matters will be submitted to KPMG (the matter “Independent Accountant”) for resolution, in accordance with the Allocation Principles. The Independent Accountant shall have sole authority to determine any and all substantive and procedural matters pertaining to the resolution of the dispute between Buyer and Seller arising under this Section 1.10. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountant will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of such amounts, which report shall be referred for arbitration to the Accounting Arbitrator, the conclusive and binding upon Buyer and Seller. The fees and expenses of which the Independent Accountant in respect of such report shall be borne equally paid one-half by SCT Buyer and Purchaserone-half by Seller. The Accounting Arbitrator's determination of Buyer and Seller shall each file or cause to be filed IRS Form 8594 for its taxable year that includes the Closing Date in a final allocation shall be final and binding on manner consistent with the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth on the Allocation Schedule as so finalized, and (except as set forth below relating to a revised Allocation Schedule) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the Allocation Schedule shall comply with unless otherwise required by applicable Law; provided, however, that (a) Buyer’s cost for the rules Purchased Assets may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of Section 1060 of items (for example, capitalized acquisition costs) not included in the Code total amount so allocated and (b) the Treasury regulations promulgated thereunderamount realized by Seller may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax purposes. Purchaser and In the Sellers agree event that any adjustment is required to be bound by the allocation set forth in made to the Allocation Schedule for all purposes as a result of Tax reportingany Earn Out Payments or any other adjustment to the Consideration pursuant to this Agreement, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Schedule reflecting such adjustment. The Parties agree that the Such revised Allocation Schedule shall include an be subject to review and resolution of timely raised disputes in the same manner as the initial Allocation Schedule. Each of Buyer and Seller shall file or cause to be filed a revised IRS Form 8594 reflecting such adjustments as so finalized for its taxable year that includes the event or events giving rise to such adjustment, and (except as required by future revised Allocation Schedule) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the revised Allocation Schedule unless otherwise required by state where necessary applicable Law. [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to calculate applicable state sales or transfer taxes applicable Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to the transactions contemplated hereby, if anythis information.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. (a) Within ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser the Seller shall deliver provide to SCT the Buyer copies of a schedule containing a preliminary for the proposed allocation of the Purchase Price (and any other items required to be treated as additional Purchase Price) among the Transferred Assets (the "Preliminary “Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"Statement”). Within thirty sixty (3060) days after the receipt of such Allocation Statement, the Preliminary Buyer shall propose to the Seller any changes to such Allocation Schedule, SCT Statement or shall notify Purchaser of any objections that SCT may haveindicate its concurrence therewith, which notification concurrence shall include not be unreasonably withheld, conditioned or delayed. The failure by the Buyer to propose any proposed modifications. Failure change or to so notify Purchaser indicate its concurrence within such sixty (60) days shall be deemed to be an indication of any objection shall constitute SCT's acceptance its concurrence with such Allocation Statement. (b) Any disputes with respect to items on the Allocation Statement in respect of allocation of the Preliminary Allocation Schedule, which shall thereupon become final Purchase Price to Transferred Assets transferred by Solutia UK that the Seller and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser Buyer are unable to resolve their differences within such period, twenty (20) days of receipt by the matter Seller of any written notice of dispute from the Buyer shall be referred for arbitration to resolved, at the election of any of the Seller or the Buyer, by the Independent Accounting Arbitrator, the fees and expenses of which Firm. Each Party shall be borne equally bound by SCT and Purchasersuch resolution. The Accounting Arbitrator's determination Buyer and the Seller shall file, and shall cause their Affiliates to file, all Returns and statements (including Form 8594), forms and schedules in connection therewith in a manner consistent with allocation of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred Purchase Price with respect to Transferred Assets transferred by Solutia UK determined as the "Allocation Schedule." The allocation set forth in Sections 6.3(a) and (b) and shall take no position contrary thereto unless required to do so by applicable Tax laws. (c) With respect to the Allocation Schedule shall comply allocation of the Purchase Price to Transferred Assets transferred by Seller Entities (other than Solutia UK), to the extent that the Buyer concurs or is deemed to concur with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the Seller’s allocation as set forth in Section 6.3(a) or the Allocation Schedule for Buyer and the Seller reach agreement on the allocation, the Buyer and the Seller shall file, and shall cause their Affiliates to file, all purposes of Tax reportingReturns and statements (including Form 8594), including the filing of applicable forms and schedules in connection therewith in a manner consistent with such allocation of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule Purchase Price with respect to such Transferred Assets and shall include an allocation take no position contrary thereto unless required to do so by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyTax Laws.

Allocation of Consideration. The Parties intend that All capitalizable costs and other amounts constituting consideration within the acquisition meaning of, and for the purposes of, Section 1060 of the Shares Code and the Purchased Assets regulations thereunder shall be treated allocated among the Transferred Assets, the non-solicitation obligations contained in Section 8.14 hereto, the non-competition obligations contained in Section 8.15 hereto and any other assets or rights acquired by Purchaser hereunder, as a taxable transaction for Tax purposesapplicable, in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable Laws. Within ninety sixty (9060) calendar days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver to SCT provide Seller with a proposed schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")allocating all such amounts as provided herein. Within thirty (30) days after receipt of the Preliminary The Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution Schedule shall become final and binding on the Partiesparties hereto fifteen (15) calendar days after Purchaser provides such schedule to Seller, unless Seller objects in writing to Purchaser, specifying the basis for its objection and preparing an alternative allocation. If SCT Seller does object, Purchaser and Purchaser are unable Seller shall in good faith attempt to resolve their differences the dispute within fifteen (15) calendar days of receipt by Purchaser of written notice of Seller's objection. Any such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation resolution shall be final and binding on the Partiesparties hereto. A Preliminary Allocation Schedule that becomes Any unresolved disputes shall be promptly submitted to the Reviewing Accountants for determination, which determination shall be final and binding on the Parties parties hereto. Purchaser and Seller will each pay one-half of the fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated by this Section 4.4, including, without limitation, by furnishing such information and access to books, records (including, without limitation, accountants work papers), personnel and properties as may be referred reasonably requested. Each of the parties hereto agrees to as the "Allocation Schedule." The allocation set forth (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule shall comply as finalized and (b) act in accordance with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")tax purposes. The Parties agree that parties hereto will revise the Allocation Schedule shall include an allocation by state where to the extent necessary to calculate applicable state sales reflect any Purchase Price Adjustment, any payment made under Article X hereto or transfer taxes applicable other post-Closing payment made pursuant to or in connection with this Agreement. In the transactions contemplated herebycase of any such payment, if anyPurchaser shall propose a revised Allocation Schedule, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. (a) Within ninety (90) 60 days after the Closing Working Capital has been determined Date, Seller will provide Buyer with a draft of IRS Form 8594, together with any required exhibits thereto and any supporting documentation (the “Asset Acquisition Statement”), with Seller’s proposed allocation of the Purchase Price and any Liabilities treated as assumed by Buyer among the assets of the Company and its Subsidiaries (after giving effect to the Restructuring) in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") 1060 of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")Code. Within thirty (30) 45 days after receiving such Asset Acquisition Statement, Buyer will propose to Seller any changes to such Asset Acquisition Statement. Buyer and Seller will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within 30 days after Buyer’s receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser written notice of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final from Seller. (b) If Seller and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser Buyer are unable to resolve their differences within such periodreach an agreement after the 30 day period described in paragraph (a), then any remaining disputed matters will be finally and conclusively determined by an independent accounting firm of recognized national standing (the “Allocation Arbitrator”) mutually selected by Buyer and Seller, which firm shall not be the regular auditor of the financial statements of Buyer, Seller or the Business. Promptly, but not later than 30 days after its acceptance of appointment hereunder, the matter Allocation Arbitrator will determine only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Purchase Price and any Liabilities treated as assumed by Buyer, which report shall be referred for arbitration to conclusive and binding upon the Accounting Arbitrator, the parties. The fees and expenses of which the Allocation Arbitrator incurred in resolving the disputed matter shall be borne equally by SCT Seller and PurchaserBuyer. (c) The Asset Acquisition Statement, as finalized pursuant to the terms of Section 2.6(a) and Section 2.6(b), shall be the “Final Allocation”. The Accounting Arbitrator's determination of Except as required pursuant to a final allocation shall be final determination (under Section 1313(a) of the Code), Buyer and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply Seller will prepare all Tax Returns consistently with the rules of Section 1060 of Final Allocation, and neither Buyer nor Seller will take any position in any Tax Contest inconsistent with the Code Final Allocation. Buyer and Seller will cooperate in good faith to adjust the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree Final Allocation to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include take into account any items treated as an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable adjustment to the transactions contemplated hereby, if anyPurchase Price pursuant to this Agreement.

Allocation of Consideration. The Parties intend that (a) TRW and Buyer agree to allocate the acquisition of the Shares Purchase Price and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt sum of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of Purchase Price and the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties Assumed Liabilities shall be referred to herein as the "Allocation Schedule." The allocation “Closing Price”) as set forth in Schedule 2.7 hereto (the Allocation amount set forth on Schedule 2.7 with respect to each item, an “Initial Allocation”); provided that no later than fourteen (14) days after the date hereof, Buyer shall comply with either retain Corporate Value Consulting (Standard & Poor’s) or select and retain such other third-party accounting firm or appraisal firm as is reasonably acceptable to TRW (“Buyer’s Appraiser”) to determine the rules of Section 1060 reasonableness of the Code allocation of the Closing Price. (i) Buyer’s Appraiser shall provide Buyer and TRW with an appraisal of each UK Item (“Buyer’s Appraisal”). If the aggregate of the Buyer’s Appraisals with respect to the UK Items is within 10% of the aggregate Initial Allocations with respect to the UK Items, then the Buyer’s Appraisal shall be accepted by Buyer and TRW, and the Treasury regulations promulgated thereunder. Purchaser Closing Price allocated to each UK Item shall equal the amount of Buyer’s Appraisal and that amount shall be the final allocation with respect to each such item (the “Final Allocation”); provided, however, that in the event that the aggregate Buyer’s Appraisals with respect to the UK Items varies by more than 10% in either direction from the aggregate Initial Allocations with respect to the UK Items, TRW may retain American Appraisal or select and retain such other third-party accounting firm or appraisal firm as is reasonably acceptable to Buyer (“TRW’s Appraiser”) to determine the reasonableness of Buyer’s Appraisal and to provide Buyer and TRW with an appraisal of such items (the “TRW’s Appraisal”), in which case the Final Allocation will be the average of the Buyer’s Appraisal and TRW’s Appraisal and the Sellers agree Final Allocation so determined shall be accepted by Buyer and TRW. (ii) After the Final Allocation has been determined with respect to be bound by each UK Item, the allocation set forth Net UK Appraisal Adjustment (as defined in the following sentence) shall be computed. The “Net UK Appraisal Adjustment” shall equal (i) the aggregate Final Allocations with respect to the UK Items minus (ii) the aggregate Initial Allocation Schedule for all purposes of Tax reportingwith respect to the UK Items. If the Net UK Appraisal Adjustment is less than zero (i.e., including a negative number), then the filing of applicable forms Initial Allocation with respect to each non-UK Item will be adjusted and increased by a pro rata amount (based on Initial Allocations) of the Internal Revenue Service absolute value of the Net UK Appraisal Adjustment ("IRS Forms"each such adjusted Initial Allocation, a “Revised Allocation”); provided, however, that if the Net UK Appraisal Adjustment is greater than zero (i.e., a positive number), then the Revised Allocation with respect to each non-UK Item will be the Initial Allocation with respect to such item reduced by a pro rata amount (based on Initial Allocations) of the Net UK Appraisal Adjustment; provided further, however, if the Net UK Appraisal Adjustment is equal to zero, then no change shall be made to the Initial Allocations and the Revised Allocation with respect to each non-UK Item will be the Initial Allocation with respect to such item. (iii) After the Revised Allocation has been determined with respect to each non-UK Item, Buyer’s Appraiser will provide Buyer and TRW with an allocation of the Residual Purchase Price (as defined in the following sentence) to the non-UK Items (the “Buyer’s Allocation”). The Parties agree “Residual Purchase Price” shall equal the excess of (i) the Closing Price over (ii) the aggregate Final Allocations with respect to the UK Items. With respect to each non-UK Item, if the Buyer’s Allocation is within 10% of the Revised Allocation, then the Buyer’s Allocation shall be accepted by Buyer and TRW and shall be the Final Allocation; provided, however, that in the event that the Buyer’s Allocation Schedule shall include varies by more than 10% in either direction from the Revised Allocation, TRW may elect to have TRW’s Appraiser determine the reasonableness of Buyer’s Allocation and provide Buyer and TRW with an allocation of the Residual Purchase Price (the “TRW’s Allocation”), in which case the Final Allocation will be the average of the Buyer’s Allocation and TRW’s Allocation and the Final Allocation so determined shall be accepted by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyBuyer and TRW.

Allocation of Consideration. The Parties intend that the acquisition Within 90 calendar days of the Shares Closing Date, Schlumberger US shall deliver to Liberty Parent a draft schedule (the “Draft Allocation Schedule”), prepared by one of the top four internationally recognized certified public accounting firms (the “Appointed Big 4 Firm”) appointed by the mutual agreement of Liberty Parent and Schlumberger US, allocating (in a manner consistent with this Section 2.6 (i) the Purchased Assets be Schlumberger US Consideration (and any other items properly treated as a taxable transaction consideration with respect to the US Equity Sale for Tax purposes. Within ninety ) among the assets of the Schlumberger US Targets and (90ii) days after the Closing Working Capital has been determined principal amount of the Canadian Buyer Note (and any other items properly treated as consideration with respect to the Canadian Equity Sale for Tax purposes) among the assets of Schlumberger Canada Target, in each case, in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations Regulations promulgated thereunderthereunder for Liberty Parent’s review and comment. Purchaser Liberty Parent shall propose to Schlumberger US any changes to the Draft Allocation Schedule in writing within 30 calendar days after the date of delivery of the Draft Allocation Schedule to Liberty Parent. Schlumberger US and Liberty Parent shall work in good faith to resolve any disputed items in the Draft Allocation Schedule as promptly as practicable. If Schlumberger US and Liberty Parent are unable to resolve any disputed item in the Draft Allocation Schedule within 30 calendar days following the delivery by Liberty Parent of its proposed changes, Schlumberger US and Liberty Parent shall submit any such remaining disputed items to KPMG LLP, or any other nationally-recognized independent accounting or consulting firm mutually acceptable to both Schlumberger US and Liberty Parent, to be resolved as promptly as practicable, and in any case, at least seven calendar days prior to the due date for any Tax Return to which any such remaining disputed items are relevant (such approved Draft Allocation Schedule, whether by written agreement between Schlumberger US and Liberty Parent or as determined by the third-party accounting or consulting firm, the “Final Allocation Schedule”). Schlumberger US and Liberty Parent (i) shall use commercially reasonable efforts to update the Final Allocation Schedule in accordance with Section 1060 of the Code and the Sellers agree Treasury Regulations promulgated thereunder following any adjustment to be bound by the allocation set forth purchase price or any other items properly treated as consideration for Tax purposes pursuant to this Agreement, (ii) shall, and shall cause their Affiliates to, file all Tax Returns (including IRS Form 8594) in a manner consistent with the Final Allocation Schedule, as updated, and (iii) will not, and will cause their Affiliates not to, take any position contrary to the Final Allocation Schedule on any Tax Return or otherwise with respect to Taxes, unless required by Applicable Law following a final determination as defined in Section 1313 of the Code; provided, however, that none of the Parties or their respective Affiliates shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such Final Allocation Schedule. For the avoidance of doubt, each of the Parties agrees that the value of the Schlumberger US Consideration for all purposes of Tax reporting, including this Section 2.6 and Section 4.14 shall be based on the filing of applicable forms trading price of the Internal Revenue Service ("IRS Forms"). The Parties agree that Liberty Parent Class A Common Stock as of the end of the day on the Closing Date, and the Draft Allocation Schedule and the Final Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anybe consistent therewith.

Allocation of Consideration. The Parties intend that (a) As promptly as practicable after the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) date hereof but in any event no later than 30 days after the Closing Working Capital has been determined in accordance with Section 2.3(cdate hereof, Acquiror and Seller will agree to an allocation of the Base Price among the Hickory Brazil Acquired Entity Interests, the Hickory Colombia Acquired Entity Interests, and, collectively, the Acquired Entity Interests of all of the U.S. Acquired Entities (the “Country Allocation”). (b) or (d)As promptly as practicable after the date hereof and no later than February 28, Purchaser shall deliver 2017, Acquiror will provide to SCT Seller a schedule containing a preliminary draft allocation (the "Preliminary Allocation Schedule"“Proposed Pre-Closing Allocation”) allocating the U.S. Base Price, the Brazil Base Price and the Colombia Base Price among the Acquired Assets within the United States, Brazil and Colombia, respectively, to the extent under applicable Law the determination of any Transfer Tax or the filing of any Tax Return with respect to such Transfer Tax requires an allocation of the consideration paid for U.S. Base Price, the Shares and Brazil Base Price or the Purchased AssetsColombia Base Price, together with as applicable, based on the Assumed Liabilities (fair market value of any property. Seller will deliver to Acquiror in writing any objections to the "Allocable Consideration"). Within thirty (30) Proposed Pre-Closing Allocation no later than 10 days after receipt thereof, and if Seller does not deliver any such written objection within such 10 day period, Seller will be deemed to have agreed with the Proposed Pre-Closing Allocation. Acquiror and Seller will negotiate in good faith to resolve any such dispute for a period of the Preliminary Allocation Schedule, SCT shall notify Purchaser five days following delivery of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any such objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Partiesby Seller. If SCT notifies Purchaser of any objections, Acquiror and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser Seller are unable to resolve their differences any such dispute within such five-day period, the matter shall Acquiror and Seller will submit such dispute to a mutually agreeable nationally recognized independent accounting firm. Such accounting firm will be referred for arbitration instructed to resolve any such dispute in accordance with this Section 8.05 within 15 days of engagement, but in any event prior to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and PurchaserClosing. The Accounting Arbitrator's determination of a final allocation shall such accounting firm will be final and binding on the PartiesAcquiror and Seller, and Acquiror and Seller will equally bear the fees and expenses of such accounting firm. A Preliminary The allocation agreed to or determined pursuant to this Section 8.05(b) will be the “Final Pre-Closing Allocation.” (c) As promptly as practicable after the Closing, but not later than 180 days after the Closing Date, Acquiror will provide to Seller a draft allocation (the “Proposed Post-Closing Allocation”) (i) modifying the Country Allocation Schedule that becomes and the Final Pre-Closing Allocation, in each case, solely to reflect any subsequent adjustments or prorations to the Brazil Base Price, Colombia Base Price or U.S. Base Price as expressly set forth in Section 1.07(c), Section 1.10(b), Section 1.10(c) or Section 1.11 and (ii) allocating the U.S. Purchase Price, the Brazil Purchase Price and the Colombia Purchase Price among the Acquired Assets within the United States, Brazil and Colombia, respectively, to the extent the Final Pre-Closing Allocation does not allocate the U.S. Purchase Price, the Brazil Purchase Price or the Colombia Purchase Price among such Acquired Assets. Seller will deliver to Acquiror in writing any objections to the Proposed Post-Closing Allocation no later than 30 days after receipt thereof, and if Seller does not deliver any such written objection within such 30 day period, Seller will be deemed to have agreed with the Proposed Post-Closing Allocation. Acquiror and Seller will negotiate in good faith to resolve any such dispute for a period of 10 days following delivery of any such objection by Seller. If Acquiror and Seller are unable to resolve any such dispute within such 10 day period, Acquiror and Seller will submit such dispute to a mutually agreeable nationally recognized independent accounting firm. Such accounting firm will be instructed to resolve any such dispute in accordance with this Section 8.05 within 20 days of engagement. The determination of such accounting firm will be final and binding on the Parties shall be referred to as Acquiror and Seller, and Acquiror and Seller will equally bear the "Allocation Schedule." fees and expenses of such accounting firm. The allocation set forth in agreed to or determined pursuant to this Section 8.05(c), will be the “Final Post-Closing Allocation Schedule shall comply and together with the rules of Country Allocation and the Final Pre-Closing Allocation, will be the “Allocations.” (d) Any allocation pursuant to this Section 8.05 will be in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser Regulations thereunder and any similar provision of U.S. state, local or non-U.S. Tax Law. (e) Seller and Acquiror will not, and will cause their respective Affiliates to not, take a position on any Tax Return or before any Taxing Authority that is inconsistent with the Sellers agree to be bound Allocations, except as required by applicable Law, and Seller and Acquiror will file IRS Form 8594 and all federal, state, local and foreign Tax Returns consistent with the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyAllocations.

Allocation of Consideration. The Parties intend that the acquisition (a) Promptly upon Assignor’s receipt from HSBC of the Shares and draft allocation statement prepared by HSBC pursuant to Section 3.4 of the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Primary Purchase Agreement, Purchaser Assignor shall deliver to SCT Purchaser a schedule containing a preliminary draft allocation (statement setting forth the "Preliminary Allocation Schedule") proposed calculation of the aggregate amount of consideration paid for by Purchaser in respect of the Shares and the Purchased AssetsTransferred Business, together with such adjustments as are appropriate to take into consideration the Assumed Liabilities difference, if any, between the amount of the Purchaser Premium under this Agreement and the amount of the Premium and the Liquidity Payment (each as defined in the Primary Purchase Agreement) allocable to the Transferred Business under the Primary Purchase Agreement (the "Allocable Consideration"). Within thirty (30“Allocation Statement”) days after receipt of and the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of form required in Section 1060 of the Code of such aggregate amount among the Purchased Assets. If within twenty (20) days after Purchaser’s receipt of the draft Allocation Statement, Purchaser shall not have objected in writing to such draft statement, then such draft statement shall become the Allocation Statement. In the event that Purchaser objects in writing within such twenty (20) day period, Assignor and Purchaser shall negotiate in good faith, including with HSBC, to resolve the Treasury regulations promulgated thereunder. dispute; provided, however, that Purchaser and acknowledges that the Sellers methodology used to prepare the Allocation Statement in connection with the Primary Closing (as defined in the Primary Purchase Agreement) shall govern the preparation of the Allocation Statement under this Agreement. (b) The parties hereto agree to be bound report the allocation of the total consideration among the Purchased Assets in a manner consistent with the Allocation Statement, and agree to act consistently in the preparation and filing of all Tax Returns (including filing Form 8594 with their respective federal income Tax Returns for the taxable year that includes the Closing Date and any other forms or statements required by the allocation set forth in the Allocation Schedule for all purposes of Tax reportingCode, including the filing of applicable forms of Treasury regulations, the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate or any applicable state sales or transfer taxes applicable local Taxing Authority) and in the course of any Tax audit, Tax review or Tax litigation relating thereto; provided that neither Assignor nor any of its Affiliates nor Purchaser or any of its Affiliates will be obligated to litigate any challenge to such allocation of the transactions contemplated hereby, if anyaggregate consideration by a Taxing Authority.

Allocation of Consideration. The Parties intend that the acquisition (a) Promptly upon Assignor’s receipt from HSBC of the Shares and draft allocation statement prepared by HSBC pursuant to Section 3.4 of the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Primary Purchase Agreement, Purchaser Assignor shall deliver to SCT Purchaser a schedule containing a preliminary draft allocation (statement setting forth the "Preliminary Allocation Schedule") proposed calculation of the aggregate amount of consideration paid for by Purchaser in respect of the Shares and the Purchased AssetsTransferred Business, together with such adjustments as are appropriate to take into consideration the Assumed Liabilities difference, if any, between the amount of the Purchaser Premium under this Agreement and the amount of the Premium and the Liquidity Payment (each as defined in the Primary Purchase Agreement) allocable to the Transferred Business under the Primary Purchase Agreement (the "Allocable Consideration"). Within thirty (30“Allocation Statement”) days after receipt of and the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of form required in Section 1060 of the Code of such aggregate amount among the Purchased Assets. If within twenty (20) days after Purchaser’s receipt of the draft Allocation Statement, Purchaser shall not have objected in writing to such draft statement, then such draft statement shall become the Allocation Statement. In the event that Purchaser objects in writing within such twenty (20) day period, Assignor and Purchaser shall negotiate in good faith, including with HSBC, to resolve the Treasury regulations promulgated thereunder. dispute, provided, however, that Purchaser and acknowledges that the Sellers methodology used to prepare the Allocation Statement in connection with the Primary Closing (as defined in the Primary Purchase Agreement) shall govern the preparation of the Allocation Statement under this Agreement. (b) The parties hereto agree to be bound report the allocation of the total consideration among the Purchased Assets in a manner consistent with the Allocation Statement, and agree to act consistently in the preparation and filing of all Tax Returns (including filing Form 8594 with their respective federal income Tax Returns for the taxable year that includes the Closing Date and any other forms or statements required by the allocation set forth in the Allocation Schedule for all purposes of Tax reportingCode, including the filing of applicable forms of Treasury regulations, the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate or any applicable state sales or transfer taxes applicable local Taxing Authority) and in the course of any Tax audit, Tax review or Tax litigation relating thereto; provided that neither Assignor nor any of its Affiliates nor Purchaser or any of its Affiliates will be obligated to litigate any challenge to such allocation of the transactions contemplated hereby, if anyaggregate consideration by a Taxing Authority.