Common use of Allocation of Consideration Clause in Contracts

Allocation of Consideration. Purchaser shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authority.

Allocation of Consideration. Purchaser shall allocate the Purchase Price (including the Assumed Liabilities, a) The consideration attributable to the extent properly taken into account under Section 1060 purchase of the Code) Shares and the Integrated Assets shall be allocated among the Purchased Assets, the transitional license provided in Section 2.3.4 Shares and the covenant provided Integrated Assets as set forth in Section 6.14 in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594Exhibit 7.9 hereto, in accordance compliance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations promulgated thereunder. Within thirty (30) calendar days after the determination of the adjustments pursuant to Article I, the Seller shall deliver to the Buyer a schedule (the "Adjustment Schedule") allocating said adjustments among the Shares and the Integrated Assets. (b) The Buyer may dispute any allocation set forth on the Adjustment Schedule; provided, however, that (i) the Buyer shall not dispute any of the original allocations set forth in Exhibit 7.9 and (ii) the Buyer shall notify the Seller in writing (the "Allocation Dispute Notice") of each disputed item, specifying the allocation in dispute and setting forth, in reasonable detail, the basis for such dispute within thirty (30) calendar days of the Buyer's receipt of the Adjustment Schedule. The Buyer shall submit only one Allocation Dispute Notice containing all disputed allocations. In the event of such a dispute, the Buyer and the Seller shall attempt to reconcile their differences and any resolution by them as to any disputed allocations shall be final, binding and conclusive. If the Buyer and the Seller are unable to reach a resolution with such effect within thirty (30) calendar days of the receipt by the Seller of the Allocation Dispute Notice, the Buyer and the Seller shall submit the items remaining in dispute for resolution to a nationally recognized accounting firm, mutually acceptable to both the Seller and PSC, which shall, within thirty (30) calendar days after submission, determine and report to the Parties upon such remaining disputed allocations, and such report shall be final, binding and conclusive on the Parties hereto. All costs and expenses of the nationally recognized accounting firm relating to the disputed allocations shall be borne equally by the Buyer and the Seller. (c) Upon agreement of the Parties with respect to the Adjustment Schedule, or the completion of a report prepared by a nationally recognized accounting firm pursuant to Section 7.9(b), a schedule (the "Final Allocation Schedule") setting forth the allocation among the Shares and the Integrated Assets as specified in Section 7.9(a) and modified pursuant to Section 7.9(b) shall be prepared by the Parties. Each of the Buyer and the Seller shall (i) timely file with each relevant Tax authority all forms and Tax Returns required to be filed in connection with the allocation set forth in the Final Allocation Schedule (including Internal Revenue Service Form 8594), (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, and cause their respective affiliates to prepare and file, their Tax Returns on a basis consistent with such allocation, and (iv) not take any similar position, or corresponding provision of U.S. statecause their respective affiliates to take any position, local or non-U.S. inconsistent with such allocation on any Tax LawReturn, in any audit or proceeding before any Tax authority or in any report made for Tax purposes; provided, however, that, notwithstanding anything in this Section 7.9 to the contrary, the Parties shall be permitted to take a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless with that set forth in this Section 7.9 if required to do so by applicable Law or a final determination and unappealable decision, judgment, decree or other order by any court of a taxing competent jurisdiction. In the event that any of such allocations are disputed by any Tax authority, the Seller or the Buyer, as the case may be, receiving notice of the dispute shall promptly notify the Seller or the Buyer, as the case may be, not receiving notice of the dispute.

Allocation of Consideration. Within 90 calendar days following the determination of the Final Consideration, Purchaser and Seller shall allocate attempt in good faith to agree upon the Purchase Price (including allocation of the Assumed Liabilities, to Final Consideration among the extent properly taken into account under Purchased Equity Interests and the Purchased Assets. The allocation of this amount shall be made in the manner required by Section 1060 of the CodeInternal Revenue Code and the applicable Treasury Regulations thereunder. In the event that Purchaser and Seller are unable to reach an agreement within such 90 calendar day period, Purchaser and Seller shall each set forth in writing their positions regarding any remaining disagreed items and such positions shall be submitted to the Neutral Auditors for resolution in the next 20 days. The Neutral Auditors shall be instructed to determine whether the position maintained by Seller or by Purchaser is the more reasonable allocation of such difference in respect of any item in dispute and shall select one of the two positions. Each of Seller and Purchaser shall bear all fees and costs incurred by it in connection with such dispute, except that each party shall pay one-half (50%) among of the Purchased Assetsfees and expenses of the Neutral Auditors. Once the allocation is agreed upon (or determined by the Neutral Auditors), the transitional license provided in Section 2.3.4 parties shall prepare and the covenant provided in Section 6.14 reflect such allocation on Schedule 14.3 which shall be attached to this agreement and become a part thereof. Except as otherwise required pursuant to a Determination, Purchaser and Seller agree to act in accordance with Section 1060 the allocations contained in Schedule 14.3, for all Tax purposes and that neither of the Code them will (and 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 provision of form required to be filed under state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writingLaw), then the Accountants shall be engaged at that time any refund claim, litigation, or otherwise. Purchaser and Seller each agree to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on provide the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree party with any additional information reasonably required to file all Tax Returns (including complete IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and (or any other forms, reports or information statements similar form required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. under state, local or non-U.S. Tax foreign Law, in a manner that is consistent ) and with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination completed copies of a taxing authoritysuch forms.

Allocation of Consideration. Purchaser Buyer shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 Assets and the covenant provided in Section 6.14 Licensed Intellectual Property in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) 90 calendar days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any reasonable objections in writing to the Allocation during the ten (10)-day 10-Business Day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) 30 calendar days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) 60 calendar days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser Buyer on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authorityLaw.

Allocation of Consideration. (i) [Reserved] (ii) Purchaser shall allocate prepare and deliver to the Purchase Price Company an allocation of the consideration paid by the Purchaser for the assets treated as acquired hereby for Tax purposes (including the “Allocation Schedule”). Solely for purposes of this paragraph, (A) the consideration paid shall include the Assumed Liabilities, to and the extent properly taken into account under Section 1060 liabilities of any Pass-Through Acquired Company, and (B) the Code) among assets acquired hereby shall include the Purchased Interests, the Acquired Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 assets of any Pass-Through Acquired Company. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. (iii) The Company shall have 30 days following receipt by it of the Allocation Schedule during which to reasonably dispute any item contained in the Allocation Schedule. If the Company fails to notify Purchaser of any such dispute within such 30-day period, the Allocation Schedule shall be deemed to have been accepted by Sellers. If the Company timely notifies Purchaser of any such reasonable dispute, and the Company and Purchaser cannot resolve any similar provision such dispute within 20 days of statereceipt by Purchaser of such notice, local or foreign law, as appropriate) such dispute shall be resolved by an independent accounting firm selected by the Purchaser and the Company (the “AllocationIndependent Accounting Firm”) prior to or within ninety (90) days following ); the Closing and shall deliver to Seller a copy determination of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees Independent Accounting Firm with respect to any item in such dispute shall be made as promptly as practicable and shall be final and binding on both Purchaser and Sellers. One half of the Allocationexpenses relating to engagement of the Independent Accounting Firm shall be paid by Purchaser and the other half of such expenses shall be paid by Parent Sellers. For purposes of this Section 6.9(c)(iii), the Parties a dispute shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree be unreasonable unless it would have a material and adverse impact on the Sellers’ Tax liability for the taxable year in which the Closing occurs, and not merely if it would affect any Tax attribute of any Seller or any Affiliate of a Seller. (iv) Purchaser and each Seller shall report the acquisition pursuant to this Agreement consistent with the Allocation within thirty Schedule (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writingincluding on IRS Form 8594 and/or IRS Forms 8883), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as take no position to the resolution contrary thereto in any Tax Return, or in any proceeding before any Governmental Authority or otherwise. Neither Purchaser nor any Seller shall take any action to modify any forms without the written consent of such Allocation. The determination of the Accountants regarding the Allocation other party, which consent shall not be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall unreasonably be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports delayed or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authoritywithheld.

Allocation of Consideration. Purchaser (a) Within the 160 day period following the Closing, the Buyer shall deliver to the Parent a draft Schedule 2.9 (the "Draft Schedule 2.9") for the Parent's review and approval which shall not be unreasonably withheld. The Draft Schedule 2.9 shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) Consideration among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 Fastener Business Assets in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) Treasury Regulations promulgated thereunder (the “"Allocation”) prior to "). Within the 10 day period following receipt of the Draft Schedule 2.9, the Parent shall notify the Buyer in writing of its approval or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing that it may have. If the Parent approves the Draft Schedule 2.9, such schedule shall become the final Schedule 2.9 (the "Final Allocation"). If the Parent objects to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the AllocationDraft Schedule 2.9, the Parties Buyer and the Parent shall negotiate in use their good faith efforts to resolve the disputematter within the 10 day period following receipt by the Buyer of the Parent's objection to the Draft Schedule 2.9. If the Parties Buyer and the Parent are unable to resolve the matter within such period each party shall use their own allocation and there shall be no Final Allocation. (b) If the parties agree on a Final Allocation: (i) the Allocation within thirty (30) days after Buyer and the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, Parent shall each pay one-half of report the cost of the Accountants. The Parties agree to file transactions contemplated under this Agreement and any related agreements for all Tax Returns purposes consistent with the Final Allocation; (including IRS ii) the Buyer and the Parent shall (A) file Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594requirements (including permitted extensions) and any other forms, reports or information statements required to be filed pursuant to of Section 1060 of the Code (or state or local Tax law, as the case may be), (B) be bound by the Final Allocation for purposes of determining Taxes, (C) prepare and the applicable regulations thereunderfile, and any similar or corresponding provision of U.S. statecause its affiliates to prepare and file, local or non-U.S. its Tax Law, in Returns on a manner that is basis consistent with the finalized Final Allocation, and (D) take no position, and cause its affiliates to take no position, inconsistent with the Final Allocation and to refrain from taking on any position inconsistent therewith unless applicable Tax Return, in any audit or proceeding before any Taxing Authority, or in any report made for Tax purposes, except as required by applicable Law or a final determination or resolution of any dispute with any taxing authority concerning the Final Allocation; and (iii) in the event the Final Allocation is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto of (x) the assertion of a taxing authoritydispute and (y) the resolution of such dispute.

Allocation of Consideration. Purchaser (a) Within 90 days after the Closing, the Company shall allocate prepare an allocation of the Purchase Price price paid for the Assets (including which shall include any adjustment to the purchase price pursuant to Sections 6.1 or 7.6, and any Assumed Liabilities, in each case to the extent properly taken into account under Section 1060 of that such amounts are treated as consideration for the CodeAssets for income Tax purposes) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance a manner consistent with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunderTreasury Regulations promulgated thereunder (the “Price Allocation”), subject to the Buyer’s approval of such Price Allocation, which approval shall not be unreasonably withheld. In the event the Buyer and any similar or corresponding provision of U.S. statethe Company cannot reach an agreement on the Price Allocation within 20 days after delivery thereof by the Company, local or non-U.S. Tax Lawthe parties agree to submit such dispute to the Accounting Firm pursuant to the procedures set forth in Section 1.2(c), in a manner mutatis mutandis. Each party agrees to timely file an IRS Form 8594 reflecting the Price Allocation for the taxable year that is consistent with includes the finalized Allocation date hereof and to refrain from taking make any timely filing required by any Applicable Law. The Price Allocation as ultimately determined pursuant to this Section 1.4 shall be binding on the Buyer and the Company for all Tax reporting purposes. Neither the Buyer nor the Company shall take any position inconsistent therewith unless required with the Price Allocation in connection with any Tax proceeding, except that the Buyer’s cost for the Assets may differ from the amount so allocated to the extent necessary to reflect its capitalized acquisition costs other than the amount realized by applicable Law or a final determination of a the Company. In the event that the Price Allocation is disputed by any taxing authority, the party receiving notice of the 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 Price Allocation. (b) Any indemnification payment treated as an adjustment to the total consideration paid for the Assets shall be reflected as an adjustment to the consideration allocated to a specific asset, if any, giving rise to the adjustment and if any such adjustment does not relate to a specific asset, such adjustment shall be allocated among the assets in accordance with the Price Allocation method provided in this Section 1.4.

Allocation of Consideration. Purchaser Buyer shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 Assets in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) 120 days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day 10-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) 60 days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser Buyer on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 andPortions of this Exhibit, if required, supplemental Forms 8594, in accordance indicated by the mxxx “[***],” were omitted and have been filed separately with the instructions to Form 8594) Securities and any other forms, reports or information statements required to be filed Exchange Commission pursuant to Section 1060 the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Code and the applicable regulations thereunderSecurities Exchange Act of 1934, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authorityas amended.

Allocation of Consideration. Purchaser shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under a) The “consideration received” (as defined in Section 1060 1060(a) of the Code) for the purchase and sale of the Company and the covenants contained in Section 6.9 shall be allocated among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance with Section 1060 assets of the Code (Company and any similar provision of state, local or foreign law, such covenants as appropriate) determined by a third party valuation firm Eureka Capital (the “Allocation”) prior and delivered by Purchaser to or Seller within ninety (90) 60 days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereofClosing. If Seller disagrees shall disagree with respect to any item in the such Allocation, Seller shall notify Purchaser in writing on or before the Parties date twenty (20) days after the date on which Purchaser delivers to Seller such Allocation. Purchaser and Seller shall negotiate attempt in good faith to resolve the disputeany such disagreements. If the Parties Purchaser and Seller are unable to agree resolve all such disagreements on or before the Allocation within thirty date twenty (3020) days after the commencement following notification by Seller of any such good faith negotiations (or such longer period as disagreements, Seller and Purchaser may mutually agree in writing)shall retain the Orange County office of BDO Xxxxxxx, or if the Orange County office of BDO Xxxxxxx is not willing to serve as the Final Accounting Firm or is determined to not be an Independent Accounting Firm, then such other Independent Accounting Firm as determined pursuant to the Accountants procedure specified in Section 2.3(b)(ii) shall be engaged at that time to review serve as the Final Accounting Firm for the purposes of resolving disputes about the Allocation, . Such Final Accounting Firm shall follow the substantive procedures set forth in Section 2.3(b)(iii) in resolving such disputes. (b) Purchaser and Seller shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding (i) be bound by the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty for all Tax purposes; (60ii) days thereafter, prepare and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation Allocation; and to refrain from taking any (iii) take no position inconsistent therewith unless required with the Allocation in any Tax Return, any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by applicable Law or a final determination of a any taxing authority, the party receiving notice of such dispute shall promptly notify and consult with the other party and keep the other party apprised of material developments concerning resolution of such dispute.

Allocation of Consideration. Purchaser Coast and Xxxxxx'x shall allocate endeavor in good faith to agree on the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 allocation of the Codeconsideration for the Transaction (as determined for federal income tax purposes, including any assumed liabilities that are required to be treated as part of the consideration for federal income tax purposes) among the Purchased Assets, Barbary Coast Acquired Assets (and any other assets that are considered to be acquired for federal income tax purposes) on or prior to the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 Closing Date in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) the Treasury Regulations thereunder and applicable Nevada Law (the “"Consideration Allocation”) prior "). If Xxxxxx'x and Coast have not agreed on the Consideration Allocation by the Closing Date, Xxxxxx'x and Coast shall endeavor in good faith to or resolve such disagreement as promptly as practicable following the Closing Date. If Xxxxxx'x and Coast are unable to resolve such disagreement within ninety sixty (9060) days following the Closing Date, then any disputed matter(s) will be finally and shall deliver to Seller a copy conclusively resolved by an independent accounting firm of recognized national standing with no existing relationship with either party that is mutually selected by Xxxxxx'x and Coast (the "Auditor") as promptly as practicable, and such Allocation (IRS Form 8594resolution(s) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item will be reflected in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Consideration Allocation. The determination fees and expenses of the Accountants regarding the Allocation Auditor shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, borne equally by Xxxxxx'x and shall be final, conclusive Coast. Xxxxxx'x and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties Coast agree to file all Tax Returns (including IRS Form 8594 andx) be bound by the Consideration Allocation, if required, supplemental Forms 8594, (y) act in accordance with the instructions to Consideration Allocation in the filing of all tax returns (including, without limitation, filing IRS Form 8594 (and any supplemental or amended Form 8594) with their United States federal income tax return for the taxable year that includes the Closing Date) and in the course of any other formstax audit, reports tax review or information statements tax litigation relating thereto, and (z) take no position and cause its Affiliates to take no position inconsistent with the Consideration Allocation for tax purposes, unless otherwise required to be filed pursuant to a "determination" within the meaning of Section 1060 1313(a) of the Code Code. Notwithstanding anything herein to the contrary, for purposes of preparing the Consideration Allocation, Coast and the applicable regulations thereunder, and Xxxxxx'x agree that no value will be allocated to any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, Section 197 intangibles in a manner that is consistent connection with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law exchange of the Barbary Coast property (or a final determination the exchange of a taxing authoritythe Coast SPE Ownership Interests, as applicable).

Allocation of Consideration. (a) Within ninety (90) days after an Adjustment Payment Date, Seller shall prepare and deliver to Purchaser shall allocate a draft allocation statement setting forth the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 proposed calculation of the Code) among aggregate amount of consideration paid by Purchaser in respect of the Purchased Assets, the transitional license provided in Section 2.3.4 Transferred Business and the covenant provided proposed allocation in Section 6.14 the form required in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) such aggregate amount among the Purchased Assets (the “AllocationAllocation Statement”) prior to or ). If within ninety twenty (9020) days following after Purchaser’s receipt of the Closing and Allocation Statement, Purchaser shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall not have the right to review and raise any objections objected in writing to such Allocation Statement, then such Allocation Statement shall become final (the “Final Allocation during Statement”) and binding on the ten parties hereto. In the event that Purchaser objects in writing within such twenty (10)-day period after its receipt thereof. If 20) day period, Seller disagrees with respect to any item in the Allocation, the Parties and Purchaser shall negotiate in good faith to resolve the dispute. If . (b) Purchaser and Seller agree to report the Parties are unable to agree on allocation of the total consideration among the Purchased Assets in a manner consistent with the Final Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the AllocationStatement, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file act consistently in the preparation and filing of all Tax Returns (including IRS filing Form 8594 and, if required, supplemental Forms 8594, in accordance with their respective federal income Tax Returns for the instructions to Form 8594) taxable year that includes the Closing Date and any other forms, reports forms or information statements required by the Code, Treasury Regulations, the Internal Revenue Service or any applicable state or local Taxing Authority) and in the course of any Tax audit, Tax review or Tax litigation relating thereto; provided that neither the Seller Parties nor any of their respective Affiliates nor Purchaser or any of its Affiliates will be obligated to be filed pursuant litigate any challenge to Section 1060 such allocation of the Code and the applicable regulations thereunder, and any similar or corresponding provision aggregate consideration by a Taxing Authority. Table of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authority.Contents

Allocation of Consideration. Purchaser The Consideration shall allocate the Purchase Price be allocated in accordance with Schedule 5.10 (including the Assumed Liabilitiesas such allocation of Consideration Schedule shall be determined as soon as reasonably practicable after Closing, to the extent properly taken into account under Section 1060 but in no event more than three (3) Business Days after Closing). Each of the Code) among Parties hereto agrees to report the Purchased Assetstransactions contemplated hereby for state, federal and foreign Tax purposes in accordance with such allocation of the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 Consideration. Seller shall prepare Schedule 5.10 in accordance with Section 1060 of the Internal Revenue Code (and any similar provision of state, local or foreign law1986, as appropriate) amended (the “AllocationCode”) prior and shall furnish such Schedule 5.10 to or within ninety (90) days following Buyer no later than 15 Business Days after the Closing and Date. Upon receipt of Schedule 5.10 from the Seller, the Buyer shall deliver have 15 Business Days to Seller a copy of object to such Allocation (IRS Form 8594) promptly after Schedule 5.10 and, if no such determination. objection is raised, Schedule 5.10 as prepared by Seller shall have be treated as final and agreed to by the right parties. In the event Buyer objects to review such Schedule 5.10, then Seller and raise the Buyer shall meet to discuss in good faith the allocations set forth in such Schedule 5.10 and any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees disagreements with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the disputesuch allocations. If the Parties are unable Buyer and the Seller agree to agree such allocation, (a) the values assigned to the assets by the parties’ mutual agreement shall be conclusive and final on the Allocation within thirty Buyer and the Seller for all purposes, and (30b) days after neither the commencement of Buyer nor the Seller will take any position before any Governmental Authority or in any proceeding that is in any way inconsistent with such good faith negotiations (or such longer period as allocation. Notwithstanding the foregoing, if the Buyer and the Seller cannot agree to an allocation, the Buyer and Purchaser may mutually agree in writing), then the Accountants Seller shall be engaged at that time to review the Allocationfile, and shall make a determination as cause their respective Affiliates to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountantsfile, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns and schedules thereto (including IRS Form 8594 andincluding, if requiredfor example, supplemental Forms 8594amended returns, in accordance with the instructions to Form 8594) claims for refund, and any other forms, reports or information statements those returns and forms required to be filed pursuant to under Section 1060 of the Code and the applicable any Treasury regulations promulgated thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is ) consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith their respective good faith allocations, unless otherwise required by applicable Law or a final determination because of a taxing authoritychange in any Applicable Law.

Allocation of Consideration. Purchaser Buyer shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 Licensed Intellectual Property and the covenant provided in Section 6.14 Purchased Assets in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) [***] days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day [***]-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) [***] days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) [***] days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser Buyer on the other hand, shall each pay one-half of the cost of the Accountants[***]. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authorityLaw.

Allocation of Consideration. Purchaser No later than 90 days after the date of the final determination of the Purchase Price pursuant to Section 1.5(b), Buyers shall allocate deliver to Wabash a proposed allocation of the Purchase Price (including the Assumed Liabilitiesand all other items properly included in "consideration," as described in Treasury Regulation section 1.1060-1(c)(1)), to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance a manner consistent with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) rules and regulations thereunder. Within 45 days following the Closing and shall deliver to Seller a copy after receipt of such Allocation (IRS Form 8594) promptly after such determination. Seller proposed allocation, Sellers shall have the right to review and raise give Buyers notice of any objections in writing that Sellers have to such allocation. If Sellers give Buyers notice of any objections to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocationproposed allocation, the Parties shall negotiate in good faith meet to endeavor to agree upon an allocation. If Buyers and Sellers cannot agree on such an allocation, then the allocation shall be referred to the Independent Accounting Firm, which shall be directed to resolve the dispute. If the Parties are unable to agree on the Allocation allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and whose decision shall be final, binding and conclusive and binding upon Seller and Purchaser, and Purchaser shall revise on the Allocation accordinglyParties. SellerBuyers, on the one hand, and Purchaser Sellers, on the other hand, shall each pay be responsible for one-half of the cost fees and expenses of such accounting firm in connection with such determination. If Sellers do not object to Buyers' allocation, if the Accountants. The Parties agree to file all Tax Returns on the allocation or if the Independent Accounting Firm decides an allocation (including IRS Form 8594 andin any such case, if requiredan "Allocation"), supplemental Forms 8594, then Buyers and Sellers shall use such Allocation (as adjusted in accordance with the instructions to Form 8594this Section) and any other forms, reports or information statements in filing all required to be filed pursuant to forms under Section 1060 of the Code and the applicable regulations thereunder(or any comparable forms under state or foreign law), and any similar or corresponding provision of U.S. stateall other Tax returns, local or non-U.S. Tax Law, in a manner and Buyers and Sellers further agree that is consistent with the finalized Allocation and to refrain from taking they shall not take any position inconsistent therewith unless required by applicable Law with such Allocation upon any examination of any such Tax return, in any refund claim or in any tax litigation. Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each Party shall deliver to the other Parties a final determination copy of a taxing authorityits Form 8594. The Allocation shall be adjusted as necessary to reflect any further adjustments to the Purchase Price made after the Closing Date.

Allocation of Consideration. Purchaser Buyer shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 Assets in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) 90 calendar days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day 10-Business Day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) 30 calendar days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) 60 calendar days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser Buyer on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authorityLaw.

Allocation of Consideration. The Parties agree to allocate the Closing Cash Consideration Amount, the Final Cash Consideration Amount, the Contingent Payment and other consideration payable hereunder (as possibly adjusted pursuant to Section 2.10 with respect to the Principal Closing) and Assumed Obligations among the Purchased Assets as set forth on SCHEDULE 2.11. If the aggregate consideration paid by Purchaser to the Sellers under this Agreement is more or less than the value ascribed to the Purchased Assets as set forth on SCHEDULE 2.11, the difference shall allocate ratably increase or decrease all of the amounts set forth under the heading "Class VII Assets" on SCHEDULE 2.11 and SCHEDULE 2.11 shall be deemed to reflect such adjustment. The allocation of the Purchase Price (including and Assumed Obligations set forth on SCHEDULE 2.11 is intended to comply with the Assumed Liabilities, to the extent properly taken into account under Section 1060 requirements of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance with Section 1060 of the Code as well as similar provisions of applicable state and non-U.S. law. The Parties covenant and agree that (i) such allocation was determined in an arm's length negotiation among unaffiliated Persons, and any similar provision none of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree take a position on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all any Tax Returns Return (including IRS Form 8594 and8594), if required, supplemental Forms 8594, before any Tax Authority or in accordance any judicial proceeding that is in any way inconsistent with such allocation without the written consent of the other parties to this Agreement or unless specifically required pursuant to a determination by an applicable Tax Authority; (ii) they shall cooperate with each other in connection with the instructions preparation, execution and filing of all Tax Returns related to Form 8594such allocation; and (iii) and they shall promptly advise each other regarding the existence of any other formstax audit, reports controversy or information statements required litigation related to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authoritysuch allocation.

Allocation of Consideration. Purchaser shall allocate The Parties agree that for income tax purposes the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among consideration received by Sellers for the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 Assets hereof shall be allocated in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and that all financial reports and income tax returns and reports, including IRS Form 8594, as applicable, and any corresponding state or foreign tax forms, will be prepared and filed in a manner consistent with such allocation, and no party hereto will take any position inconsistent with such allocation in any subsequent income tax returns, reports, or proceedings. In addition, the Parties agree that Schedule 4.8(A) shall govern the allocation of such consideration among the various Sellers of the Purchased Assets (the “Geographic Allocation”), which allocation shall similarly be binding on the Parties for all income tax and financial reporting purposes. Seller shall, within 30 days of execution of this Agreement, prepare and furnish to Buyer Schedule 4.8(A). Buyer shall have 14 days to object in writing to the Geographic Allocation, which objection shall be made only if the allocation as proposed by the Seller is unreasonable, and after which time (and any similar provision assuming no such objection is made), the Geographic Allocation shall be final. Seller shall, within one hundred twenty (120) days of statethe Closing, local or foreign law, as appropriateprepare and furnish to Buyer Schedule 4.8(B) (the “Section 1060 Allocation”) prior to or within ninety ). Buyer shall have sixty (9060) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections object in writing to the Section 1060 Allocation during after which time (and assuming no such objection is made) the ten Section 1060 Allocation shall be final (10)-day period after its receipt thereofthe “Final Allocation”). If Buyer provides written notice to the Seller disagrees with respect prior to any item in the end of such period that it objects to either the Geographic Allocation or the Section 1060 Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to and Buyer and Seller cannot agree on the Allocation within twenty (20) days of the provision of such notice (the “Settlement Period”), such dispute shall be settled by an accounting firm mutually selected by Seller and Buyer, provided that such accounting firm shall apply the principles and methods set forth in this Section 4.8, after which time the allocation determined by such accounting firm shall become the Final Allocation. Buyer and Seller shall submit any such dispute to such accounting firm within ten (10) days of the expiration of the Settlement Period, and shall instruct such accounting firm to reach its determination of such dispute within thirty (30) days after the commencement of such good faith negotiations (or submission. The Final Allocation may be redetermined, consistent with the principals and methods set forth in this Section 4.8, upon the happening of any event requiring such longer period as Seller and Purchaser may mutually agree in writing)re-determination. The Final Allocation, then the Accountants once determined, shall be engaged at that time annexed to review the Allocation, and shall make a determination this Agreement as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunderan exhibit, and any similar or corresponding provision redetermination of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent the Final Allocation pursuant to the preceding sentence shall likewise be annexed to this Agreement with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authorityan appropriate designation.

Allocation of Consideration. Purchaser (a) Buyer shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code, but excluding the Final Closing Date Inventory Value and the Assumed Liabilities related to the Purchased Inventory) among the Purchased AssetsAssets other than the Purchased Inventory, and shall allocate the transitional license provided in Section 2.3.4 Final Closing Date Inventory Value (and the covenant provided in Assumed Liabilities related to the Purchased Inventory, to the extent properly taken into account under Section 6.14 1060 of the Code) among the Purchased Inventory, in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) 60 days following the Closing Closing, and shall deliver to Seller a copy of such Allocation (IRS Internal Revenue Service Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day 10-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) 60 days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authority.Allocation

Allocation of Consideration. Purchaser (a) Buyer shall allocate the Purchase Price (including the Assumed Liabilities, Liabilities and other amounts to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 Assets and the covenant provided in Section 6.14 in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) Licensed IP (the “Allocation”) prior to or in accordance with their fair market values within ninety (90) 90 days following the Closing Effective Date, and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day 10-day period after its receipt thereof, and if Seller does not provide such objections in writing by the end of such 10-day period, the Allocation shall become final. If Seller disagrees timely provides such objections with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) 60 days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser Buyer on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree shall not take any position on any Tax Return or in any administrative or judicial proceeding inconsistent with the Allocation as finally determined, except as otherwise required pursuant to file all Tax Returns a final determination (including IRS Form 8594 and, if required, supplemental Forms 8594, as defined in Section 1313 of the Code). (b) The Allocation shall be adjusted in accordance with the instructions procedure set forth in Section 2.3.10(a) to Form 8594) and account for any other forms, reports or information statements required adjustment to be filed the Purchase Price pursuant to Section 1060 of the Code and the applicable regulations thereunder2.3.2, and any similar Section 2.3.3, Section 2.3.4 or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authorityARTICLE 5.

Allocation of Consideration. Purchaser shall allocate If the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 purchase of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 Management Interests and the covenant provided in Section 6.14 in accordance with Section 1060 MIU Interests are consummated on the Closing Date, Buyer and Seller agree to treat the sale of the Code Seller Interests pursuant to this Agreement as a transaction described in Situation 1 of Rev. Rul. 99-6, 199-1 C.B. 432 (and any similar provision of state, local or foreign lawi.e., as appropriatea sale of the Seller Interests by Seller and an acquisition of assets by Buyer) for U.S. federal and applicable state and local income tax purposes, unless otherwise required by a change in Law after the date hereof, a closing agreement with an applicable Tax authority or a final non-appealable judgment of a court of competent jurisdiction. If the purchase of the Management Interests and the MIU Interests are consummated on the Closing Date, within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller a draft of a statement setting forth a proposed allocation (the “Allocation”) prior of the Cash Consideration and the Stock Consideration (as well as liabilities assumed or deemed assumed for U.S. federal income tax purposes, to or within ninety (90the extent relevant) days following among Seller’s share of the Closing assets of the Company in a manner consistent with Section 1060 of the Code, together with reasonable supporting information and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determinationcalculations. Seller shall have the right to review and raise any objections inform Buyer in writing within 45 days after the receipt of such draft of any objection by Seller to the Allocation during Allocation. To the ten (10)-day period after its receipt thereof. If extent that any such objection is received, Buyer and Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate attempt in good faith to resolve any disputes within 15 days following the disputereceipt of such objection. If the Parties Buyer and Seller are unable to agree on the Allocation reach such agreement within thirty (30) 15 days after the commencement receipt by Buyer of such good faith negotiations (or such longer period as notice, Seller and Purchaser may mutually agree in writing), then Buyer shall jointly select and retain a nationally recognized accounting firm that is not the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution auditor or independent accounting firm of such Allocation. The determination any of the Accountants regarding Parties (the Allocation shall be delivered as soon as practicable following engagement of “Independent Accountant”) to resolve the Accountants, but in no event more than sixty (60) days thereafter, and disputed items. Any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within 15 days after having the item referred to it pursuant to such procedures as it may require. The costs, conclusive fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The Allocation (as determined by agreement of the Parties or by the Independent Accountant, as the case may be) shall be binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one handParties, and Purchaser on the other hand, who shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless otherwise required by a change in Applicable Law occurring after the date of the final determination of the Allocation, a closing agreement with an applicable Law Tax authority or a final determination non-appealable judgment of a taxing authoritycourt of competent jurisdiction. If the purchase of the Management Interests and the MIU Interests are not consummated on the Closing Date, the Parties agree to use the mechanics set forth above to determine the value of the Company’s assets for purposes of applying Sections 743 and 751 of the Code.

Allocation of Consideration. Purchaser (i) Seller and Buyer shall allocate the aggregate value of all amounts treated as the purchase price hereunder for applicable income tax purposes (the “Tax Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the CodePrice”) among the Purchased Assets, the transitional license provided in Section 2.3.4 Transferred Assets and the covenant provided contained in Section 6.14 7.8(a) in accordance with this Section 2.4 (the “Allocation”) for Tax and financial accounting purposes, subject to Section 2.4(c). (ii) No later than thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a proposed allocation that (A) allocates the Tax Purchase Price among the Transferred Assets and the covenant contained in Section 7.8(a), on an asset-class-by-asset- class basis, and (B) is in accordance with Section 1060 of the Code (Code, the Treasury Regulations promulgated thereunder and any similar provision similar, applicable provisions of state, local or foreign lawLaw. (iii) No later than the thirtieth (30th) Business Day following Seller’s receipt of a proposed allocation pursuant to Section 2.4(a)(ii), as appropriate) (the “Allocation”) prior to or within ninety (90) days following the Closing and Seller shall deliver to Seller a copy of Buyer, in writing, any good faith objections to such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereofproposed allocation. If Seller disagrees with respect does not deliver to Buyer any item in such objections pursuant to this Section 2.4(a)(iii), the allocation proposed by Buyer pursuant to Section 2.4(a)(ii) shall become the Allocation, the Parties . If Seller delivers to Buyer any such objections pursuant to this Section 2.4(a)(iii): (A) Buyer and Seller shall negotiate with one another in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation agree, within thirty (30) days after Business Days, upon an allocation that is in accordance with Section 2.4(a)(ii), and any such allocation agreed upon by the commencement parties in writing shall become the Allocation; and (B) if Buyer and Seller are unable to agree upon an allocation pursuant to clause (A) above, then (1) the parties hereto shall prepare a written schedule of the portions of a proposed allocation of the Tax Purchase Price that they have agreed upon to date, if any, which schedule shall be final and binding on the parties and (2) subject to Section 2.4(c), and to the extent not inconsistent with the schedule described in clause (1), if applicable, each party hereto shall be entitled to use its own allocation of the Tax Purchase Price as such good faith negotiations party deems appropriate. (b) The parties (i) shall mutually amend the Allocation (and the schedule described in Section 2.4(a)(iii)(B)(1), if applicable) to reflect (A) any payments made pursuant to Section 2.3 and (B) the Net Working Capital set forth in the Price Adjustment Statement finalized pursuant to Section 2.3 and (ii) may amend the Allocation (and the schedule described in Section 2.4(a)(iii)(B)(1), if applicable) to reflect any adjustments to the Purchase Price under this Agreement for Tax purposes not described in clause (i) in a manner reasonably consistent with the circumstances giving rise to such payments or such longer period adjustments (as applicable). (c) Except as required by applicable Law, (i) Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the AllocationBuyer shall, and shall make a determination as to the resolution cause each of such Allocation. The determination of the Accountants regarding their respective Affiliates to, (A) act in accordance with the Allocation shall be delivered as soon as practicable following engagement of (and the Accountantsschedule described in Section 2.4(a)(iii)(B)(1), but in no event more than sixty (60if applicable) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file for all Tax Returns purposes, including with respect to any forms or reports (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and Code, the Treasury Regulations promulgated thereunder or any similar, applicable regulations thereunder, and any similar or corresponding provision provisions of U.S. state, local or non-U.S. Tax foreign Law, (B) cooperate in a the preparation of any such forms or reports and (C) timely file such forms or reports in the manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law and (ii) Seller and Buyer shall not, and shall cause each of their respective Affiliates not to, take any position that is inconsistent with either the Allocation or a final determination the schedule described in Section 2.4(a)(iii)(B)(1), if applicable, in any communication (whether written or unwritten) with any Governmental Authority; provided, however, that this Section 2.4(c) shall not require Seller or Buyer or any of a taxing authoritytheir Affiliates to litigate before any court, or prevent any of them from settling in good faith, any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation or the schedule described in Section 2.4(a)(iii)(B)(1), if applicable.

Allocation of Consideration. Purchaser shall allocate the Purchase Price (including the i) The consideration paid under this Section 2.3 (plus Assumed Liabilities, Liabilities to the extent properly taken into account under Section 1060 of the Code) Code and the Treasury regulations promulgated thereunder), shall be allocated among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 Conveyed Assets in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) Schedule 2.3 (the “Allocation”), which will be delivered by Seller to Purchaser at least three (3) days prior to or within ninety (90) days following the Closing Date subject to Purchaser’s approval, such approval not to be unreasonably withheld. Purchaser and shall deliver Seller agree to revise the Allocation to reflect any consideration paid to Seller a copy of such Allocation (IRS Form 8594) promptly after such determinationpursuant to Sections 2.3(b)-(i). Seller shall have Certain information on this page has been omitted and filed separately with the right to review Securities and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereofExchange Commission. If Seller disagrees Confidential treatment has been requested with respect to any item in the Allocation, the Parties shall omitted portions. (ii) Seller and Purchaser agree to negotiate in good faith to resolve any dispute with respect to the disputeAllocation; provided, however, that in the event that Seller and Purchaser cannot reach agreement with respect to the Allocation, an internationally recognized accounting firm mutually agreed upon by Purchaser and Seller shall prepare the Allocation. If The costs related to having the Parties are unable to agree on accounting firm prepare the Allocation within shall be borne equally by Purchaser and Seller. Seller and Purchaser agree to (i) be bound by the Allocation, (ii) act in accordance with the Allocation in the preparation of all financial statements and the filing of all Tax Returns (including, without limitation, filing Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto and (iii) take no position and cause their Affiliates to take no position inconsistent with the Allocation for income Tax purposes, including United States federal and state income Tax and foreign income Tax. Not later than thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as prior to the resolution filing of such Allocation. The determination of the Accountants regarding the Allocation their respective Forms 8594 relating to this transaction, each party shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on deliver to the other hand, shall each pay one-half party a copy of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to its Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authority.

Allocation of Consideration. Seller and Purchaser shall agree to allocate the Purchase Price (including purchase consideration payable pursuant to Section 2.2 among the Assumed Liabilities, to the extent properly taken into account under Section 1060 assets of the CodeCompany and its Subsidiaries in a manner that incorporates, reflects and is consistent with Section 6.7 of the Seller Disclosure Schedule (the “Allocation Framework”) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance with for purposes of Section 1060 of the Code or any comparable provision of local, state or foreign Law. No later than fifteen (15) days after the Closing Date, Seller shall deliver to Purchaser an allocation of the purchase consideration paid by Purchaser pursuant to Section 2.2 among the assets of the Company and its Subsidiaries, which allocation shall be reasonable, based on fair market values, consistent with the Code and shall be consistent with the Allocation Framework (the “Proposed Allocation”). No later than thirty (30) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. If Seller and Purchaser fail to agree on such allocation before the date that is thirty (30) days after the Closing Date, each of Seller and Purchaser shall use their respective allocations of the purchase consideration for purposes of filing IRS Form 8595 (or any similar form required to be filed under state, local or foreign Law) provided, however, that except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign lawLaw), as appropriate) (the “Allocation”) prior Purchaser and Seller agree to or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections act in writing to accordance with the Allocation during the ten Framework for all Tax purposes and that neither of them will (10)-day period after or will permit any of its receipt thereof. If Seller disagrees Affiliates to) take any position inconsistent with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree Framework in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all any Tax Returns or similar filings (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and or any other forms, reports or information statements similar form required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. under state, local or non-U.S. Tax foreign Law), in a manner that is consistent any refund claim, litigation, or otherwise. Purchaser and Seller each agree to provide the other party with the finalized Allocation any additional information reasonably required to complete IRS Form 8594 (or any similar form required to be filed under state, local or foreign Law) and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination with completed copies of a taxing authoritysuch forms.