Common use of Allocation of Final Purchase Price Clause in Contracts

Allocation of Final Purchase Price. Buyer and Seller agree that the Final Purchase Price shall be allocated among the Acquired Assets, in accordance with Section 1060 of the Code and the Treasury Regulations thereunder, as set forth on Schedule 3.3 (the “Allocation”). Seller shall prepare a post-Closing allocation (“Post-Closing Allocation”) taking into account any post-Closing adjustment to the Final Purchase Price pursuant to Section 3.2 and consistent with the methods and allocations used in the Allocation within thirty (30) days following any adjustment to the Final Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and comment. If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of the Buyer’s receipt of Seller’s written objections, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement to the Independent Accounting Firm, stating its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto with respect to the amounts disputed. Buyer and Seller shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report the transactions contemplated by this Agreement for Tax purposes in a manner consistent with the final allocation of the Final Purchase Price (as the same may be adjusted) pursuant to this Section 3.3. Buyer and Seller shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted).

Allocation of Final Purchase Price. The Final Purchase Price and any adjustments thereto shall be allocated for income tax purposes between the Netherlands Shares and the US Interests in accordance with Schedule 2.6. Any additional consideration paid by the Buyers pursuant to Section 2.9 shall be allocated for income tax purposes to the US Interests, other than any additional consideration paid pursuant to Section 2.9(c), which shall be allocated to the Netherlands Shares. Within sixty (60) days after final determination (by agreement or otherwise) of the Final Purchase Price, the R&D Lab Construction Pre-Closing Costs and the IT Carve-Out Pre-Closing Costs, Mallinckrodt UK shall prepare and deliver to the US Buyer, for its review, a schedule allocating the portion of the Final Purchase Price, the R&D Lab Construction Pre-Closing Costs, and the IT Carve-Out Pre-Closing Costs, in each case, that is attributable to the US Interests, plus the assumed liabilities of Mallinckrodt US (to the extent included in “amount realized” for U.S. federal income tax purposes) among the assets of Mallinckrodt US and the appropriate covenants set forth in Section 6.7 in accordance with Section 1060 of the Code and any similar provision of state, local or foreign Law, as appropriate (the “Allocation”). The US Buyer shall have the right, for thirty (30) days after such delivery, to provide reasonable, written comments to such draft Allocation. If the US Buyer provides written comments to the draft Allocation within such thirty (30) day period, the US Buyer and Seller agree Mallinckrodt UK shall negotiate in good faith for thirty (30) days after such comments are delivered in an attempt to resolve any disagreements between them with respect to such draft Allocation. If the US Buyer does not object to such draft Allocation within such thirty (30) day period, or the US Buyer and Mallinckrodt UK resolve any disagreements between them with respect to such draft Allocation, (i) such Allocation shall be final and binding on the Parties, (ii) none of the Parties or any Affiliate thereof shall take any position (whether in audits, in other Proceedings, on any Tax Return or otherwise) that is inconsistent with the final Allocation, unless required by applicable Law, (iii) any subsequent adjustments to the Final Purchase Price shall be reflected in amendments to the Allocation made in accordance with the principles set forth in Treasury Regulations Section 1.1060-1 and (iv) any additional consideration paid by the Buyers pursuant to Section 2.9 shall be allocated among to Section 197 intangibles, as defined in the Acquired AssetsCode, in accordance with Section 1060 of the Code and the related Treasury Regulations thereunder, as set forth on Schedule 3.3 (the “Allocation”). Seller shall prepare a post-Closing allocation (“Post-Closing Allocation”) taking into account any post-Closing adjustment to the Final Purchase Price pursuant to Section 3.2 and consistent with the methods and allocations used in the Allocation within thirty (30) days following any adjustment to the Final Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and commentRegulations. If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. US Buyer and Seller shall use their commercially reasonable efforts Mallinckrodt UK are unable to agree upon resolve all such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of the Buyer’s receipt of Seller’s written objections, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement to the Independent Accounting Firm, stating its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto disagreements with respect to the amounts disputed. Buyer and Seller draft Allocation, then the Allocation shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report not be binding on the transactions contemplated by this Agreement for Tax purposes in a manner consistent with the final allocation of the Final Purchase Price (as the same may be adjusted) pursuant to this Section 3.3. Buyer and Seller shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted)Parties.

Allocation of Final Purchase Price. (a) The Parties agree that for U.S. federal Income Tax, Buyer’s purchase of the Membership Interests shall be treated by Buyer and Seller agree that as a purchase and sale of the Final Purchase Price Company’s assets subject to its liabilities, (b) Buyer and Seller shall be allocated among the Acquired Assetscooperate to determine, in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code Code, the sales prices of the assets deemed sold and purchased hereunder. No later than Closing, Buyer and Seller shall agree on a preliminary determination of the sales prices, which shall be based on the Initial Purchase Price and the Treasury Regulations thereunderCompany’s liabilities that the Parties expect will be included in the amount realized for United States federal Income Tax purposes on the deemed sale of the Company’s assets. Buyer shall propose (subject to Seller’s review and comment) the preliminary determination to Seller no later than five (5) Business Days before the Closing Date, and once agreed upon, the preliminary determination shall be attached to this Agreement as set forth Schedule 2.6. Thereafter, Buyer shall propose a final determination of the sales prices and shall notify Seller in writing of the prices so determined (“Buyer’s Sales Price Notice”) within 10 days after the final Closing Statement. Buyer’s Sales Price Notice shall differ from Schedule 2.6. only to the extent necessary to reflect any differences in (i) the assets of the Company on the Closing Date and (ii) the total amount realized on the deemed sale of assets, from the assets and total amount realized as shown on Schedule 3.3 (the “Allocation”)2.6. Seller shall prepare a post-Closing allocation be deemed to have accepted such proposed final determination unless, within 30 days after the date of Buyer’s Sales Price Notice, Seller notifies Buyer in writing of (“Post-Closing Allocation”A) taking into account each proposed deemed sales price with which Seller disagrees and (B) for each such price, the amount that Seller proposes as the deemed sales price. If Seller provides such notice to Buyer, the Parties shall proceed in good faith to determine mutually the sales prices in dispute. If Buyer and Seller are unable to agree upon the sales prices of the assets within 30 days after Buyer’s receipt of such notice from Seller, then any post-Closing adjustment sales prices still in dispute shall be referred to the Final Purchase Price pursuant Referral Firm. Seller and Buyer shall equally share all fees and any other charges of the Referral Firm. The Referral Firm shall be instructed to Section 3.2 deliver to Seller and consistent with Buyer a written determination of the methods and allocations used sales prices in the Allocation dispute within thirty twenty (3020) days following after the Parties’ submission of the disputed items to the Referral Firm. Such determination shall be conclusive and binding on the Parties. Notwithstanding the foregoing, the Parties shall mutually adjust the sales prices as determined hereunder (whether or not any matter has been referred to the Referral Firm) to the extent necessary to reflect any adjustment to the Final Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Price, as determined for United States federal Income Tax purposes. Neither Buyer for Buyer’s review and comment. If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. Buyer and nor Seller shall use take, nor shall either permit any of their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty Affiliates (20) days of the Buyer’s receipt of Seller’s written objectionsincluding, without limitation, the parties shall submit the disagreement Company) to an Independent Accounting Firm Partner selected pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a reporttake, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement to the Independent Accounting Firm, stating its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto with respect to the amounts disputed. Buyer and Seller shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report the transactions contemplated by this Agreement any position for Income Tax purposes in a manner consistent that is inconsistent with the final allocation of the Final Purchase Price (sales prices as the same may be adjusted) pursuant to this Section 3.3. Buyer and Seller shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted)finally determined hereunder.

Allocation of Final Purchase Price. Buyer The Seller, the Purchasers, the Transferred Subsidiaries and Seller agree that the Final Purchase Price each of their respective Affiliates shall be allocated among the Acquired Assets, in accordance report for all Tax purposes consistent with Section 1060 2.6 of the Seller's Disclosure Schedule, and shall take no Tax position inconsistent with Section 2.6 of the Seller's Disclosure Schedule, except (i) as otherwise required by a "determination" with respect to such Person within the meaning of Code and Section 1313(a), or similar provision of state, local or foreign Law, (ii) to the Treasury Regulations thereunder, as extent there is no reasonable basis for reporting for Tax purposes consistent with the values set forth on Section 2.6 of the Seller's EXECUTION COPY -------------- Disclosure Schedule 3.3 or (iii) to the “Allocation”)extent that reporting consistent with such values would reasonably be expected to result in the imposition of penalties by a Taxing Authority. The Seller shall prepare a post-Closing allocation (“Post-Closing Allocation”) taking into account any post-Closing adjustment to and the Purchasers shall, no later than 120 days after the determination of the Final Purchase Price pursuant to Section 3.2 and 2.5, attempt in good faith to enter into a Final Purchase Price allocation agreement (consistent with Section 2.6 of the Seller's Disclosure Schedule (except to the extent there is no reasonable basis for reporting for Tax purposes consistent with the methods and allocations used values set forth on Section 2.6 of the Seller's Disclosure Schedule or reporting consistent with such values would reasonably be expected to result in the Allocation within thirty (30imposition of penalties by a Taxing Authority)) days following any adjustment to providing for the Final Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and comment. If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of the Buyer’s receipt of Seller’s written objections, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement to the Independent Accounting Firm, stating its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto with respect to the amounts disputed. Buyer and Seller shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report the transactions contemplated by this Agreement for Tax purposes in a manner consistent with the final allocation of the Final Purchase Price (as among the same may be adjusted) pursuant to this Section 3.3Purchased Subsidiaries and the Transferred Assets. Buyer If the Seller and Seller the Purchasers shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the have agreed upon allocation of the on a Final Purchase Price (allocation, then the Seller and the Purchasers shall report for all Tax purposes consistent with, and shall take no Tax position inconsistent with, such Final Purchase Price allocation, except as otherwise required by a "determination" within the same may be adjustedmeaning of Code Section 1313(a), or similar provision of state, local or foreign Law.

Allocation of Final Purchase Price. Buyer and Seller agree that shall allocate the Final Purchase Price shall be allocated among between the Acquired Assets, in accordance with Section 1060 Purchased Shares of the Code OneBeacon Insurance and the Treasury Regulations thereunder, as set forth on Schedule 3.3 Potomac Insurance (the “Allocation”). Seller shall prepare a post-Closing allocation (“Post-Closing AllocationShare Consideration”) taking into account any post-Closing adjustment and deliver to Purchaser a schedule setting forth the Share Consideration within thirty (30) days after the determination of the Final Purchase Price pursuant to Section 3.2 and consistent with 2.3 (the methods and allocations used in the Allocation within thirty (30) days following any adjustment to the Final “Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and commentSchedule”). If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of receipt of the BuyerPurchase Price Allocation Schedule, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected on the Purchase Price Allocation Schedule, Seller and Purchaser shall negotiate in good faith to resolve such dispute. If Seller and Purchaser fail to resolve any such dispute within fifteen (15) days of Seller’s receipt of SellerPurchaser’s written objectionsnotice, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement dispute for resolution to the Independent Accounting FirmAccountant, stating its determinations and resolutions regarding the disagreementIndependent Accountant’s resolution of the dispute shall be final and binding on both parties and shall be deemed to amend the Purchase Price Allocation Schedule. Notwithstanding the foregoing, with such report being final, binding and conclusive on the parties hereto agree that in no event shall the Purchase Price Allocation Schedule allocate to either OneBeacon Insurance or Potomac Insurance a Share Consideration of less than zero. The Share Consideration (together with assumed liabilities, if any) will be used in determining the “aggregate deemed sales price” (as defined in Treasury Regulation section 1.338-4) (the “ADSP”) and the “adjusted gross-up basis” (as defined in Treasury Regulation section 1.338-5) (“AGUB”) for the Section 338(h)(10) Election, which shall be allocated among the assets of OneBeacon Insurance, in accordance with Treasury Regulation section 1.338-6 and section 1.338-7. Seller shall determine the ADSP and AGUB and deliver to Purchaser such calculation and an allocation of the ADSP and AGUB among the assets of OneBeacon Insurance within ninety (90) days after the parties have determined a final Purchase Price Allocation Schedule (the “338 Allocation Schedule”). The 338 Allocation Schedule shall be subject to the dispute resolution mechanics described above with respect to the amounts disputedPurchase Price Allocation Schedule. Buyer The allocation of the 338 Allocation Schedule, as agreed upon by Purchaser and Seller or determined by the Independent Accountant shall be final and binding upon the parties. Each of Purchaser and Seller shall (i) file Internal Revenue Service Form 8594 bear all fees and all federalcosts incurred by it in connection with the determination of the 338 Allocation Schedule, state and local Tax Returns, except that the fees of the Independent Accountant shall be borne by the parties in accordance with such agreed allocationSection 2.3(b)(v). Seller and Purchaser shall timely file the Election Forms in accordance with the 338 Allocation Schedule as finalized, and, except as set forth below with respect to a revised 338 Allocation Schedule, the parties agree not to take any position inconsistent with the 338 Allocation Schedule for Tax reporting purposes, upon examination of any Tax Return, in any refund claim, or in any litigation, investigation or otherwise, unless otherwise required by a determination (within the meaning of Section 1313(a) of the Code or any similar provision of state, local, or non-U.S. applicable Tax law). In the event that any adjustment to the purchase price for the Shares of OneBeacon Insurance is required to be made as a result of indemnification under Article VII or otherwise, Seller shall prepare or cause to be prepared in a reasonable manner, and shall provide to Purchaser, a revised Purchase Price Allocation Schedule and a revised 338 Allocation Schedule reflecting such adjustment. Such revised schedules shall be subject to review and resolution - #PageNum# - 703550379 of timely raised disputes in the same manner as the initial similar schedules. To the extent required, each of Seller and Purchaser shall file all Tax Returns (iiincluding a revised IRS Form 8883) report the transactions contemplated by this Agreement for Tax purposes in a manner consistent with such schedules as so revised and finalized and shall not (except pursuant to any further revision to such schedules in accordance with this Section 5.4(i)) take any position inconsistent with such schedules for any Tax reporting purposes, upon examination of any Tax Return, in any refund claim, or in any litigation, investigation or otherwise, unless otherwise required by a determination (within the final allocation meaning of Section 1313(a) of the Final Purchase Price (as the same may be adjusted) pursuant to this Section 3.3. Buyer and Seller shall provide the other promptly with Code or any other information reasonably required to complete Form 8594. Pursuant to the provisions similar provision of Section 7.7state, Buyer and Seller will notify the other in the event of an examination, audit local or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjustednon-U.S. applicable Tax law).

Allocation of Final Purchase Price. Buyer As soon as reasonably practicable and Seller agree that in any event within sixty (60) days after the Closing Date, BUYER shall provide to SELLER for SELLER’s review and approval a proposed allocation of the Final Purchase Price, if it is available, and if the Final Purchase Price shall be allocated is not available, the Initial Purchase Price, and the Assumed Liabilities among the Acquired Assets, Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder, as set forth on Schedule 3.3 thereunder (the “Proposed Allocation”). Seller The parties acknowledge that BUYER’s ability to prepare the Proposed Allocation within 60 days after Closing is dependent on the cooperation of SELLER as required by Section 5.1. In the event SELLER’s cooperation is delayed, BUYER and SELLER shall negotiate in good faith to agree upon a reasonable extension of time for BUYER to prepare a post-Closing allocation (“Post-Closing the Proposed Allocation”) taking into account any post-Closing adjustment . SELLER will review such Proposed Allocation and, to the Final Purchase Price pursuant to Section 3.2 and consistent extent SELLER disagrees with the methods and allocations used in content of the Allocation Proposed Allocation, SELLER will inform BUYER of such disagreement within thirty (30) days following after receipt of such Proposed Allocation. SELLER and BUYER will attempt in good faith to resolve any adjustment to the Final Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and commentdisagreement. If Buyer does not object in writing SELLER and BUYER are unable to reach an agreement on the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty Proposed Allocation within ninety (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (2090) days of the Buyer’s receipt of Seller’s written objectionsClosing Date, any disagreement shall be resolved by the parties shall submit the disagreement to an Independent Accounting CPA Firm Partner selected pursuant to the procedures outlined provided in Section 3.2(b) who shall determine and resolve 2.4(c). The Proposed Allocation, as prepared by BUYER if no timely SELLER’s objection has been given or as adjusted pursuant to any agreement between the matter by issuing a report, parties or as determined pursuant to be delivered to Buyer and Seller within thirty (30) days of submission the decision of the disagreement CPA Firm, when final and binding on all parties, is herein referred to as the “Final Allocation.” Neither BUYER nor SELLER, nor any of their respective affiliates, shall take any position on any Tax Return or audit inconsistent with the Final Allocation unless required to do so by applicable law. SELLER and BUYER shall each provide to the Independent Accounting Firm, stating other for review a copy of its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto with respect to this transaction pursuant to Section 1060 of the amounts disputed. Buyer and Seller shall Code at least ten (i10) file business days prior to its submission to the Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report the transactions contemplated by this Agreement for Tax purposes in a manner Service. Such reports shall be consistent with the final allocation Final Allocation. The amount of the Final Purchase Price (as the same may be adjusted) Adjustment Payment pursuant to this Section 3.3. Buyer and Seller 2.4(e), if any, shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant be allocated solely to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted)Inventory.

Allocation of Final Purchase Price. Buyer and Seller agree that the The Final Purchase Price Price, the Assumed Liabilities and other capitalizable costs shall be allocated among the Acquired Assets, Assets and the Ray Restrictive Covenants Agreement in accordance with the rules of Section 1060 of the Code and the Treasury Regulations thereunder, as set forth on Schedule 3.3 promulgated thereunder (the “Allocation”). The Allocation shall be prepared by the Seller for the review and approval of the Purchaser within ninety (90) days after the date on which the Business’ Final Book Value Schedule is determined. The Purchaser shall not unreasonably withhold its approval and consent to the Allocation as prepared by the Seller. If within twenty (20) days after delivery of the Allocation, the Purchaser notifies the Seller in writing that the Purchaser objects to the allocation set forth in the Allocation, the Purchaser and the Seller shall prepare a post-Closing allocation use commercially reasonable efforts to resolve such dispute within twenty (“Post-Closing Allocation”20) taking into account days thereafter; provided, that, in the event that the Purchaser does not notify the Seller of any post-Closing adjustment objection to the Final Purchase Price pursuant to Section 3.2 and consistent with the methods and allocations used allocation set forth in the Allocation within such twenty (20)-day period, the Allocation prepared by the Seller shall be deemed to be the final Allocation. In the event that the Purchaser and the Seller are unable to resolve such dispute, if any, within such twenty (20) days, the Purchaser and the Seller shall, within thirty (30) days following any adjustment to the Final Purchase Price pursuant to Section 3.2 and shall deliver after such proposed Post-Closing Allocation to Buyer for Buyer’s review and comment. If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days day period, submit such disputed items to the Arbitrator for resolution under the procedures set forth in Section 2.3(c). The Parties shall file all Tax Returns (including the filing of IRS Form 8594) on the basis of the Buyer’s receipt of Seller’s written objectionsAllocation, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected as adjusted pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement 2.3. Any adjustments to the Independent Accounting Firm, stating its determinations Closing Payment pursuant to Section 2.3 herein and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto with respect to the amounts disputed. Buyer and Seller any Earnout Payments shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report the transactions contemplated by this Agreement for Tax purposes be allocated in a manner consistent with the final Allocation. Any allocation of Earnout Payments or other supplemental filing in respect of the Final Purchase Price Acquisition (as including a supplemental IRS Form 8594) shall be prepared under the same may be adjusted) pursuant to procedures as set forth in this Section 3.3. Buyer and Seller shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted)2.4.

Allocation of Final Purchase Price. Buyer and Seller agree that shall allocate the Final Purchase Price shall be allocated among between the Acquired Assets, in accordance with Section 1060 Purchased Shares of the Code OneBeacon Insurance and the Treasury Regulations thereunder, as set forth on Schedule 3.3 Potomac Insurance (the “Allocation”). Seller shall prepare a post-Closing allocation (“Post-Closing AllocationShare Consideration”) taking into account any post-Closing adjustment and deliver to Purchaser a schedule setting forth the Share Consideration within thirty (30) days after the determination of the Final Purchase Price pursuant to Section 3.2 and consistent with 2.3 (the methods and allocations used in the Allocation within thirty (30) days following any adjustment to the Final “Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and commentSchedule”). If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of receipt of the BuyerPurchase Price Allocation Schedule, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected on the Purchase Price Allocation Schedule, Seller and Purchaser shall negotiate in good faith to resolve such dispute. If Seller and Purchaser fail to resolve any such dispute within fifteen (15) days of Seller’s receipt of SellerPurchaser’s written objectionsnotice, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement dispute for resolution to the Independent Accounting FirmAccountant, stating its determinations and resolutions regarding the disagreementIndependent Accountant’s resolution of the dispute shall be final and binding on both parties and shall be deemed to amend the Purchase Price Allocation Schedule. Notwithstanding the foregoing, with such report being final, binding and conclusive on the parties hereto agree that in no event shall the Purchase Price Allocation Schedule allocate to either OneBeacon Insurance or Potomac Insurance a Share Consideration of less than zero. The Share Consideration (together with assumed liabilities, if any) will be used in determining the “aggregate deemed sales price” (as defined in Treasury Regulation section 1.338-4) (the “ADSP”) and the “adjusted gross-up basis” (as defined in Treasury Regulation section 1.338-5) (“AGUB”) for the Section 338(h)(10) Election, which shall be allocated among the assets of OneBeacon Insurance, in accordance with Treasury Regulation section 1.338-6 and section 1.338-7. Seller shall determine the ADSP and AGUB and deliver to Purchaser such calculation and an allocation of the ADSP and AGUB among the assets of OneBeacon Insurance within ninety (90) days after the parties have determined a final Purchase Price Allocation Schedule (the “338 Allocation Schedule”). The 338 Allocation Schedule shall be subject to the dispute resolution mechanics described above with respect to the amounts disputedPurchase Price Allocation Schedule. Buyer The allocation of the 338 Allocation Schedule, as agreed upon by Purchaser and Seller or determined by the Independent Accountant shall be final and binding upon the parties. Each of Purchaser and Seller shall (i) file Internal Revenue Service Form 8594 bear all fees and all federalcosts incurred by it in connection with the determination of the 338 Allocation Schedule, state and local Tax Returns, except that the fees of the Independent Accountant shall be borne by the parties in accordance with such agreed allocationSection 2.3(b)(v). Seller and Purchaser shall timely file the Election Forms in accordance with the 338 Allocation Schedule as finalized, and, except as set forth below with respect to a revised 338 Allocation Schedule, the parties agree not to take any position inconsistent with the 338 Allocation Schedule for Tax reporting purposes, upon examination of any Tax Return, in any refund claim, or in any litigation, investigation or otherwise, unless otherwise required by a determination (within the meaning of Section 1313(a) of the Code or any similar provision of state, local, or non-U.S. applicable Tax law). In the event that any adjustment to the purchase price for the Shares of OneBeacon Insurance is required to be made as a result of indemnification under Article VII or otherwise, Seller shall prepare or cause to be prepared in a reasonable manner, and shall provide to Purchaser, a revised Purchase Price Allocation Schedule and a revised 338 Allocation Schedule reflecting such adjustment. Such revised schedules shall be subject to review and resolution of timely raised disputes in the same manner as the initial similar schedules. To the extent required, each of Seller and Purchaser shall file all Tax Returns (iiincluding a revised IRS Form 8883) report the transactions contemplated by this Agreement for Tax purposes in a manner consistent with such schedules as so revised and finalized and shall not (except pursuant to any further revision to such schedules in accordance with this Section 5.4(i)) take any position inconsistent with such schedules for any Tax reporting purposes, upon examination of any Tax Return, in any refund claim, or in any litigation, investigation or otherwise, unless otherwise required by a determination (within the final allocation meaning of Section 1313(a) of the Final Purchase Price (as the same may be adjusted) pursuant to this Section 3.3. Buyer and Seller shall provide the other promptly with Code or any other information reasonably required to complete Form 8594. Pursuant to the provisions similar provision of Section 7.7state, Buyer and Seller will notify the other in the event of an examination, audit local or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjustednon-U.S. applicable Tax law).

Allocation of Final Purchase Price. Within ninety (90) Business Days from the Closing, Buyer and Seller agree that shall provide to each of the Final Sellers a schedule which will provide for the allocation of the Purchase Price (and other relevant items) among the assets of each of the Companies which shall be allocated among deemed purchased by Buyer for United States federal income tax purposes (such assets, the Acquired “Deemed Purchased Assets”, and such schedule, the “Draft Asset Allocation Statement”). The Draft Asset Allocation Statement shall be prepared in accordance with Section 1060 of the Code and the applicable Treasury Regulations thereunder. The Draft Asset Allocation Statement shall be subject to the review and consent of each of the Sellers. Buyer shall provide, and shall cause the Companies to provide, Sellers with such cooperation as Sellers may reasonably request in connection with the review of the Draft Asset Allocation Statement. If neither of the Sellers objects to the Draft Asset Allocation Statement by written notice to Buyer within fifteen (15) Business Days after receipt, then the Draft Asset Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement. If either of the Sellers objects to the Draft Asset Allocation Statement, it shall notify Buyer in writing of its objection within fifteen (15) Business Days after receipt by the applicable Seller of the Draft Asset Allocation Statement and shall set forth on Schedule 3.3 in such written notice the disputed item or items and the basis for its objection, and such Seller and Buyer shall act in good faith to resolve any such dispute for a period of fifteen (the “Allocation”)15) Business Days thereafter. Seller shall prepare If, within fifteen (15) Business Days of such Seller’s delivery of a post-Closing allocation (“Post-Closing Allocation”) taking into account any post-Closing adjustment valid written notice of objection to the Final Purchase Price Draft Asset Allocation Statement, Buyer and such Seller have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to the Accounting Firm, whose determination shall be binding upon the Parties. The fees and expenses of the Accounting Firm in connection with the resolution of any dispute under this Section 5.6(a) shall be paid fifty percent (50%) by such Seller and fifty percent (50%) by Buyer. Once the Draft Asset Allocation Statement is finally determined pursuant to Section 3.2 and consistent the provisions hereof, or any amendment thereto, no Party shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with the methods and allocations used in the finally determined Draft Asset Allocation within thirty (30) days following Statement unless required to do so under applicable Law or to reflect any adjustment to the Final Purchase Price pursuant hereunder. The Parties agree that, for federal income tax purposes, the payments made to Section 3.2 and Seller on the Closing Date shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and comment. If Buyer does not object in writing be treated, up to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects amount of the consideration for the purchase provided for herein that is allocated under this Section 5.6(a) to the Post-Closing Allocationright to receive the Insurance Proceeds, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery as payments in respect of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts right to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of receive the Buyer’s receipt of Seller’s written objections, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement to the Independent Accounting Firm, stating its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto with respect to the amounts disputed. Buyer and Seller shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report the transactions contemplated by this Agreement for Tax purposes in a manner consistent with the final allocation of the Final Purchase Price (as the same may be adjusted) pursuant to this Section 3.3. Buyer and Seller shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted)Insurance Proceeds.

Allocation of Final Purchase Price. Buyer and Seller The parties hereto agree that (i) the Final Operations Purchase Price (including any Assumed Liabilities in connection with the Operation Assets and other amounts, to the extent such liabilities and other amounts should be included in the purchase price for federal income Tax purposes) shall be allocated among the Acquired AssetsOperating Assets and (ii) the Real Estate Purchase Price (including any Assumed Liabilities in connection with the Dealership Properties and other amounts, to the extent such liabilities and other amounts should be included in the purchase price for federal income Tax purposes) shall be allocated among the Dealership Properties, in each case, in accordance with Sections 2.01 and 3.02(a), and to the extent not specifically addressed in such Sections, in accordance with the methodologies set forth on Schedule 11.15(d), and in a manner consistent with Section 1060 of the Code and the Treasury Regulations regulations thereunder. Within sixty (60) days after the determination of Final Purchase Price, as set forth on Schedule 3.3 Buyer shall deliver to the Sellers a draft schedule (the “Allocation”). Seller shall prepare a post-Closing allocation (“Post-Closing AllocationAllocation Schedule”) taking into account any post-Closing adjustment to allocating the Final Purchase Price pursuant in accordance with this Section 11.5(d) for the Sellers’ Representative’s review. On or prior to Section 3.2 the thirtieth (30th) calendar day after delivery to Sellers of the Allocation Schedule, Sellers may deliver to Buyer a written objection to the Allocation Schedule delivered by Buyer (an “Allocation Objection”). If Sellers fail to deliver an Allocation Objection within such thirty (30)-day period, then the Allocation Schedule shall be deemed to have been irrevocably accepted by Seller and consistent with will be final, conclusive and binding on the methods parties hereto. If Sellers deliver an Allocation Objection within such thirty (30)-day period, Buyer and allocations used Sellers shall negotiate in good faith to resolve all matters disputed in the Allocation Objection. If Buyer and Sellers are unable to resolve such all such disputes within thirty (30) days following any adjustment to the Final Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and comment. If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of the Buyer’s receipt of Seller’s written objectionsthe Allocation Objection, any remaining disputed issues shall be submitted to the Accountant for resolution in accordance with the procedures set forth in Section 2.05, which provisions shall apply mutatis mutandis, and consistent with Sections 2.01 and 3.02(a), and to the extent not addressed in such Sections, in accordance with the methodologies set forth on Schedule 11.15(d). The parties hereto shall submit report, act, and file all Returns and information reports consistently with the disagreement final Allocation Schedule as finally determined under this Section 11.15(d) (the “Final Allocation Schedule”) and shall not take any position for Tax purposes, including during the course of any audit or other proceeding, that is inconsistent with such Final Allocation Schedule, unless required to an Independent Accounting Firm Partner selected do so by Applicable Laws. The parties hereto shall make appropriate adjustments to the Final Allocation Schedule to reflect applicable adjustments made pursuant to the procedures outlined this Agreement in accordance with this Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement to the Independent Accounting Firm, stating its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the 11.15(d). The parties hereto shall promptly inform one another of any challenge by any Governmental Authority to any Final Allocation Schedule and agree to consult with and keep one another informed with respect to the amounts disputed. Buyer and Seller shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocationof, and (ii) report the transactions contemplated by this Agreement for Tax purposes in a manner consistent any discussion, proposal or submission with the final allocation of the Final Purchase Price (as the same may be adjusted) pursuant to this Section 3.3. Buyer and Seller shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7respect to, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted)such challenge.