Common use of Allocation of Final Purchase Price Clause in Contracts

Allocation of Final Purchase Price. No later than 120 days after the Closing Date, Buyer shall deliver or cause to be delivered to Seller a proposed allocation of the Purchase Price (and other amounts treated, for U.S. federal income Tax purposes and applicable state, local, and foreign Tax purposes, as consideration paid by Buyer to Seller pursuant to this Agreement) among the Acquired Assets, which allocation shall be determined in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the methodologies provided in Section 2.5 of the Disclosure Schedules (the “Allocation Methodology”). The Parties shall cooperate in good faith to resolve any disputed items with respect to such proposed allocation and, if the Parties cannot resolve such disputed items following such cooperation, the Parties shall engage the Dispute Resolution Firm to determine the final resolution with respect to such disputed items. The Dispute Resolution Firm shall act as an expert and not an arbitrator and shall promptly resolved the disputed items in a manner consistent with the principles set forth in the Allocation Methodology. All fees and expenses of the Dispute Resolution Firm shall be borne equally by the Parties. The allocation as agreed by the Parties or as determined by the Dispute Resolution Firm, as the case may be (the “Final Purchase Price Allocation”), shall be conclusive and binding on the Parties hereto for U.S. federal, state, local and non-U.S. Tax purposes as provided herein, and all Parties and their respective Affiliates agree to file all Tax Returns, including IRS Form 8594 and any reports required to be filed under Section 1060 of the Code consistent with the Final Purchase Price Allocation, and none of the Parties or their respective Affiliates will take any Tax position (whether in Tax Returns, before any Governmental Entity charged with the collection of income Tax, or in any judicial proceeding) that is inconsistent with the Final Purchase Price Allocation, unless required to do so by applicable Law.

Allocation of Final Purchase Price. No later than 120 days after Buyer and Seller agree that the Closing Date, Buyer shall deliver or cause to be delivered to Seller a proposed allocation of the Final Purchase Price (and other amounts treated, for U.S. federal income Tax purposes and applicable state, local, and foreign Tax purposes, as consideration paid by Buyer to Seller pursuant to this Agreement) shall be allocated among the Acquired Assets, which allocation shall be determined in a manner consistent accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the methodologies provided in Section 2.5 of the Disclosure Schedules thereunder, as set forth on Schedule 3.3 (the “Allocation MethodologyAllocation”). The Parties Seller shall cooperate 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 good faith 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 any disputed items 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 proposed allocation andagreed allocation, if and (ii) report the Parties cannot resolve such disputed items following such cooperation, the Parties shall engage the Dispute Resolution Firm to determine the final resolution with respect to such disputed items. The Dispute Resolution Firm shall act as an expert and not an arbitrator and shall promptly resolved the disputed items transactions contemplated by this Agreement for Tax purposes in a manner consistent with the principles set forth in the Allocation Methodology. All fees and expenses final allocation of the Dispute Resolution Firm shall be borne equally by the Parties. The allocation as agreed by the Parties or as determined by the Dispute Resolution Firm, as the case may be (the “Final Purchase Price Allocation”), shall be conclusive and binding on the Parties hereto for U.S. federal, state, local and non-U.S. Tax purposes as provided herein, and all Parties and their respective Affiliates agree to file all Tax Returns, including IRS Form 8594 and any reports required to be filed under Section 1060 of the Code consistent with the Final Purchase Price Allocation(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 none Seller will notify the other in the event of an examination, audit or other proceeding regarding the Parties or their respective Affiliates will take any Tax position (whether in Tax Returns, before any Governmental Entity charged with the collection agreed upon allocation of income Tax, or in any judicial proceeding) that is inconsistent with the Final Purchase Price Allocation, unless required to do so by applicable Law(as the same may be adjusted).

Allocation of Final Purchase Price. No later 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 120 any additional consideration paid pursuant to Section 2.9(c), which shall be allocated to the Netherlands Shares. Within sixty (60) days after the Closing Date, Buyer shall deliver final determination (by agreement or cause to be delivered to Seller a proposed allocation otherwise) of the Final Purchase Price 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 (and other amounts treated, to the extent included in “amount realized” for U.S. federal income Tax purposes tax purposes) among the assets of Mallinckrodt US and applicable the appropriate covenants set forth in Section 6.7 in accordance with Section 1060 of the Code and any similar provision of state, local, and local or foreign Tax purposesLaw, 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 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 Buyer to Seller the Buyers pursuant to this Agreement) among the Acquired Assets, which allocation Section 2.9 shall be determined allocated to Section 197 intangibles, as defined in a manner consistent the Code, in accordance with Section 1060 of the Code and the related Treasury Regulations promulgated thereunder Regulations. If the US Buyer and the methodologies provided in Section 2.5 of the Disclosure Schedules (the “Allocation Methodology”). The Parties shall cooperate in good faith Mallinckrodt UK are unable to resolve any disputed items all such disagreements with respect to such proposed allocation andthe draft Allocation, if the Parties cannot resolve such disputed items following such cooperation, the Parties shall engage the Dispute Resolution Firm to determine the final resolution with respect to such disputed items. The Dispute Resolution Firm shall act as an expert and not an arbitrator and shall promptly resolved the disputed items in a manner consistent with the principles set forth in then the Allocation Methodology. All fees and expenses of the Dispute Resolution Firm shall not be borne equally by the Parties. The allocation as agreed by the Parties or as determined by the Dispute Resolution Firm, as the case may be (the “Final Purchase Price Allocation”), shall be conclusive and binding on the Parties hereto for U.S. federal, state, local and non-U.S. Tax purposes as provided herein, and all Parties and their respective Affiliates agree to file all Tax Returns, including IRS Form 8594 and any reports required to be filed under Section 1060 of the Code consistent with the Final Purchase Price Allocation, and none of the Parties or their respective Affiliates will take any Tax position (whether in Tax Returns, before any Governmental Entity charged with the collection of income Tax, or in any judicial proceeding) that is inconsistent with the Final Purchase Price Allocation, unless required to do so by applicable LawParties.

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 as a purchase and sale of the Company’s assets subject to its liabilities, (b) Buyer and Seller shall cooperate to determine, in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code, the sales prices of the assets deemed sold and purchased hereunder. No later than 120 days after 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 Company’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 Schedule 2.6. Thereafter, Buyer shall deliver or cause to be delivered to Seller propose a proposed allocation final determination of the Purchase 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 other amounts treated(ii) the total amount realized on the deemed sale of assets, for U.S. federal income Tax purposes from the assets and applicable state, local, and foreign Tax purposes, total amount realized as consideration paid by Buyer to shown on Schedule 2.6. Seller pursuant to this Agreement) among the Acquired Assets, which allocation shall be determined 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 a manner consistent writing of (A) each proposed deemed sales price with Section 1060 of which Seller disagrees and (B) for each such price, the Code and amount that Seller proposes as the Treasury Regulations promulgated thereunder and deemed sales price. If Seller provides such notice to Buyer, the methodologies provided in Section 2.5 of the Disclosure Schedules (the “Allocation Methodology”). The Parties shall cooperate proceed in good faith to resolve 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 disputed items with respect sales prices still in dispute shall be referred to such proposed allocation and, if the Parties cannot resolve such disputed items following such cooperation, Referral Firm. Seller and Buyer shall equally share all fees and any other charges of the Parties shall engage the Dispute Resolution Firm to determine the final resolution with respect to such disputed itemsReferral Firm. The Dispute Resolution Referral Firm shall act as an expert be instructed to deliver to Seller and not an arbitrator and shall promptly resolved Buyer a written determination of the sales prices in dispute within twenty (20) days after the Parties’ submission of the disputed items in a manner consistent with to the principles set forth in the Allocation MethodologyReferral Firm. All fees and expenses of the Dispute Resolution Firm shall be borne equally by the Parties. The allocation as agreed by the Parties or as determined by the Dispute Resolution Firm, as the case may be (the “Final Purchase Price Allocation”), Such determination shall be conclusive and binding on the Parties. Notwithstanding the foregoing, the Parties hereto for U.S. federal, state, local and non-U.S. Tax purposes shall mutually adjust the sales prices as provided herein, and all Parties and their respective Affiliates agree determined hereunder (whether or not any matter has been referred to file all Tax Returns, including IRS Form 8594 and the Referral Firm) to the extent necessary to reflect any reports required adjustment to be filed under Section 1060 of the Code consistent with the Final Purchase Price AllocationPrice, and none as determined for United States federal Income Tax purposes. Neither Buyer nor Seller shall take, nor shall either permit any of their Affiliates (including, without limitation, the Parties or their respective Affiliates will take Company) to take, any position for Income Tax position (whether in Tax Returns, before any Governmental Entity charged with the collection of income Tax, or in any judicial proceeding) purposes that is inconsistent with the Final Purchase Price Allocation, unless required to do so by applicable Lawsales prices as finally determined hereunder.

Allocation of Final Purchase Price. No The Seller, the Purchasers, the Transferred Subsidiaries and each of their respective Affiliates shall report for all Tax purposes consistent with Section 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 Section 1313(a), or similar provision of state, local or foreign Law, (ii) to the 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 or (iii) to the extent that reporting consistent with such values would reasonably be expected to result in the imposition of penalties by a Taxing Authority. The Seller and the Purchasers shall, no later than 120 days after the Closing Date, Buyer shall deliver or cause to be delivered to Seller a proposed allocation determination of the Final Purchase Price (and other amounts treated, for U.S. federal income Tax purposes and applicable state, local, and foreign Tax purposes, as consideration paid by Buyer to Seller pursuant to this Agreement) among the Acquired AssetsSection 2.5, which allocation shall be determined in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the methodologies provided in Section 2.5 of the Disclosure Schedules (the “Allocation Methodology”). The Parties shall cooperate attempt in good faith to resolve any disputed items enter into a Final Purchase Price allocation agreement (consistent with respect Section 2.6 of the Seller's Disclosure Schedule (except to such proposed allocation and, if the Parties cannot resolve such disputed items following such cooperation, the Parties shall engage the Dispute Resolution Firm to determine the final resolution with respect to such disputed items. The Dispute Resolution Firm shall act as an expert and not an arbitrator and shall promptly resolved the disputed items in a manner extent there is no reasonable basis for reporting for Tax purposes consistent with the principles 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 Methodology. All fees and expenses imposition of penalties by a Taxing Authority)) providing for the Dispute Resolution Firm shall be borne equally by the Parties. The allocation as agreed by the Parties or as determined by the Dispute Resolution Firm, as the case may be (the “Final Purchase Price Allocation”), shall be conclusive and binding on the Parties hereto for U.S. federal, state, local and non-U.S. Tax purposes as provided herein, and all Parties and their respective Affiliates agree to file all Tax Returns, including IRS Form 8594 and any reports required to be filed under Section 1060 of the Code consistent with the Final Purchase Price Allocation, among the Purchased Subsidiaries and none of the Parties or their respective Affiliates will take any Tax position (whether in Tax Returns, before any Governmental Entity charged with Transferred Assets. If the collection of income Tax, or in any judicial proceeding) that is inconsistent with Seller and the Purchasers shall have agreed on a Final Purchase Price Allocationallocation, unless 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 to do so by applicable a "determination" within the meaning of Code Section 1313(a), or similar provision of state, local or foreign Law.

Allocation of Final Purchase Price. No later than 120 days after The Final Purchase Price, the Closing Date, Buyer shall deliver or cause to be delivered to Seller a proposed allocation of the Purchase Price (Assumed Liabilities and other amounts treated, for U.S. federal income Tax purposes and applicable state, local, and foreign Tax purposes, as consideration paid by Buyer to Seller pursuant to this Agreement) capitalizable costs shall be allocated among the Acquired Assets, which allocation shall be determined Assets and the Ray Restrictive Covenants Agreement in a manner consistent accordance with the rules of Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the methodologies provided in Section 2.5 of the Disclosure Schedules (the “Allocation”). The Allocation Methodology”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 use commercially reasonable efforts to resolve such dispute within twenty (20) days thereafter; provided, that, in the event that the Purchaser does not notify the Seller of any objection to the 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 after such twenty (20) day period, submit such disputed items to the Arbitrator for resolution under the procedures set forth in Section 2.3(c). The Parties shall cooperate in good faith file all Tax Returns (including the filing of IRS Form 8594) on the basis of the Allocation, as adjusted pursuant to resolve Section 2.3. Any adjustments to the Closing Payment pursuant to Section 2.3 herein and any disputed items with respect to such proposed allocation and, if the Parties cannot resolve such disputed items following such cooperation, the Parties Earnout Payments shall engage the Dispute Resolution Firm to determine the final resolution with respect to such disputed items. The Dispute Resolution Firm shall act as an expert and not an arbitrator and shall promptly resolved the disputed items be allocated in a manner consistent with the principles Allocation. Any allocation of Earnout Payments or other supplemental filing in respect of the Acquisition (including a supplemental IRS Form 8594) shall be prepared under the same procedures as set forth in the Allocation Methodology. All fees and expenses of the Dispute Resolution Firm shall be borne equally by the Parties. The allocation as agreed by the Parties or as determined by the Dispute Resolution Firm, as the case may be (the “Final Purchase Price Allocation”), shall be conclusive and binding on the Parties hereto for U.S. federal, state, local and non-U.S. Tax purposes as provided herein, and all Parties and their respective Affiliates agree to file all Tax Returns, including IRS Form 8594 and any reports required to be filed under this Section 1060 of the Code consistent with the Final Purchase Price Allocation, and none of the Parties or their respective Affiliates will take any Tax position (whether in Tax Returns, before any Governmental Entity charged with the collection of income Tax, or in any judicial proceeding) that is inconsistent with the Final Purchase Price Allocation, unless required to do so by applicable Law2.4.

Allocation of Final Purchase Price. No later than 120 As soon as reasonably practicable and in any event within sixty (60) days after the Closing Date, Buyer BUYER shall deliver or cause provide to be delivered to Seller 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 (and other amounts treatedis not available, for U.S. federal income Tax purposes and applicable state, localthe Initial Purchase Price, and foreign Tax purposes, as consideration paid by Buyer to Seller pursuant to this Agreement) the Assumed Liabilities among the Acquired Assets, which allocation shall be determined Assets in a manner consistent accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the methodologies provided in Section 2.5 of the Disclosure Schedules (the “Allocation MethodologyProposed Allocation”). The Parties 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 cooperate negotiate in good faith to agree upon a reasonable extension of time for BUYER to prepare the Proposed Allocation. SELLER will review such Proposed Allocation and, to the extent SELLER disagrees with the content of the Proposed Allocation, SELLER will inform BUYER of such disagreement within thirty (30) days after receipt of such Proposed Allocation. SELLER and BUYER will attempt in good faith to resolve any disputed items with respect such disagreement. If SELLER and BUYER are unable to such proposed allocation andreach an agreement on the Proposed Allocation within ninety (90) days of the Closing Date, if any disagreement shall be resolved by the Parties cannot resolve such disputed items following such cooperation, CPA Firm pursuant to the Parties shall engage the Dispute Resolution Firm to determine the final resolution with respect to such disputed itemsprocedures provided in Section 2.4(c). The Dispute Resolution Firm shall act Proposed Allocation, as an expert and not an arbitrator and shall promptly resolved prepared by BUYER if no timely SELLER’s objection has been given or as adjusted pursuant to any agreement between the disputed items in a manner consistent with the principles set forth in the Allocation Methodology. All fees and expenses of the Dispute Resolution Firm shall be borne equally by the Parties. The allocation as agreed by the Parties parties or as determined by pursuant to the Dispute Resolution decision of the CPA Firm, when final and binding on all parties, is herein referred to as the case may be (the “Final Purchase Price Allocation”).” Neither BUYER nor SELLER, nor any of their respective affiliates, shall be conclusive and binding on the Parties hereto for U.S. federal, state, local and non-U.S. Tax purposes as provided herein, and all Parties and their respective Affiliates agree to file all Tax Returns, including IRS Form 8594 and any reports required to be filed under Section 1060 of the Code consistent with the Final Purchase Price Allocation, and none of the Parties or their respective Affiliates will take any position on any Tax position (whether in Tax Returns, before any Governmental Entity charged with the collection of income Tax, Return or in any judicial proceeding) that is audit inconsistent with the Final Purchase Price Allocation, Allocation unless required to do so by applicable Lawlaw. SELLER and BUYER shall each provide to the other for review a copy of its report with respect to this transaction pursuant to Section 1060 of the Code at least ten (10) business days prior to its submission to the Internal Revenue Service. Such reports shall be consistent with the Final Allocation. The amount of the Adjustment Payment pursuant to Section 2.4(e), if any, shall be allocated solely to the Inventory.

Allocation of Final Purchase Price. No later than 120 days after The parties hereto agree that (i) the Closing Date, Buyer shall deliver or cause to be delivered to Seller a proposed allocation of the Operations Purchase Price (including any Assumed Liabilities in connection with the Operation Assets and other amounts, to the extent such liabilities and other amounts treated, should be included in the purchase price for U.S. federal income Tax purposes purposes) shall be allocated among the Operating Assets and applicable state(ii) the Real Estate Purchase Price (including any Assumed Liabilities in connection with the Dealership Properties and other amounts, localto 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 foreign Tax purposesto the extent not specifically addressed in such Sections, as consideration paid by Buyer to Seller pursuant to this Agreement) among in accordance with the Acquired Assetsmethodologies set forth on Schedule 11.15(d), which allocation shall be determined and in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and regulations thereunder. Within sixty (60) days after the methodologies provided in Section 2.5 determination of Final Purchase Price, Buyer shall deliver to the Disclosure Schedules Sellers a draft schedule (the “Allocation MethodologySchedule”) allocating the Final Purchase Price in accordance with this Section 11.5(d) for the Sellers’ Representative’s review. On or prior to 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”). The Parties If Sellers fail to deliver an Allocation Objection within such thirty (30)-day period, then the Allocation Schedule shall cooperate be deemed to have been irrevocably accepted by Seller and will be final, conclusive and binding on the parties hereto. If Sellers deliver an Allocation Objection within such thirty (30)-day period, Buyer and Sellers shall negotiate in good faith to resolve any all matters disputed items with respect in the Allocation Objection. If Buyer and Sellers are unable to such proposed allocation and, if the Parties cannot resolve such all such disputes within thirty (30) days following Buyer’s receipt of the Allocation Objection, any remaining disputed items following such cooperation, issues shall be submitted to the Parties shall engage the Dispute Resolution Firm to determine the final Accountant for resolution with respect to such disputed items. The Dispute Resolution Firm shall act as an expert and not an arbitrator and shall promptly resolved the disputed items in a manner consistent accordance with the principles 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 Allocation Methodology. All fees and expenses of extent not addressed in such Sections, in accordance with the Dispute Resolution Firm shall be borne equally by the Partiesmethodologies set forth on Schedule 11.15(d). The allocation parties hereto shall report, act, and file all Returns and information reports consistently with the final Allocation Schedule as agreed by the Parties or as finally determined by the Dispute Resolution Firm, as the case may be under this Section 11.15(d) (the “Final Purchase Price AllocationAllocation Schedule”), ) and shall be conclusive and binding on the Parties hereto not take any position for U.S. federal, state, local and non-U.S. Tax purposes as provided herein, and all Parties and their respective Affiliates agree to file all Tax Returnspurposes, including IRS Form 8594 and during the course of any reports required to be filed under Section 1060 of the Code consistent with the Final Purchase Price Allocationaudit or other proceeding, and none of the Parties or their respective Affiliates will take any Tax position (whether in Tax Returns, before any Governmental Entity charged with the collection of income Tax, or in any judicial proceeding) that is inconsistent with the such Final Purchase Price AllocationAllocation Schedule, unless required to do so by Applicable Laws. The parties hereto shall make appropriate adjustments to the Final Allocation Schedule to reflect applicable Lawadjustments made pursuant to this Agreement in accordance with this Section 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 state of, and any discussion, proposal or submission with respect to, such challenge.

Allocation of Final Purchase Price. No later than 120 days after the Closing Date, Sellers and Buyer shall deliver or cause to be delivered to Seller cooperate in good faith in the preparation of a proposed allocation of joint schedule (the “Allocation Schedule”) allocating the Purchase Price (and other amounts treated, including for U.S. federal income Tax purposes and applicable state, local, and foreign of this Section 6.3 any liabilities deemed assumed for Tax purposes, as consideration paid by Buyer to Seller pursuant to this Agreement) among the Acquired Assets, which allocation shall be determined Purchased Assets in a manner consistent accordance with Section 1060 of the Code Code. Any adjustments to the Purchase Price pursuant to this Agreement shall result in an adjustment to the Allocation Schedule, if any, to reflect the proportionate change amongst those classes of assets (or assets that correspond to the Liabilities), including goodwill, that caused the adjustment to the Purchase Price. If an Allocation Schedule with any necessary adjustments required pursuant to the immediately preceding sentence has been agreed upon by Sellers and Buyer, then Sellers and Buyer each agree to file IRS Form(s) 8594 and all federal, state and local income Tax Returns in accordance with the Treasury Regulations promulgated thereunder Allocation Schedule, and none of them shall thereafter take an income Tax Return position inconsistent with the methodologies provided Allocation Schedule unless such inconsistent position shall arise out of or through an audit or other inquiry or examination by the Internal Revenue Service or other Tax authority. Sellers and Buyer each agree to provide the other promptly with any other information required to complete the Allocation Schedule. If, however, despite their good faith efforts, Sellers and Buyer are unable to or otherwise fail to complete such Allocation Schedule within one hundred and twenty (120) days following the Closing Date, or such later date as agreed to by Buyer and Sellers, then Buyer and Sellers shall each file IRS Form(s) 8594 and any federal, state and local income Tax Returns allocating the Purchase Price among the Purchased Assets in Section 2.5 of the Disclosure Schedules (the “Allocation Methodology”)manner each believes is appropriate. The Parties shall cooperate in good faith to resolve any disputed items with respect to such proposed allocation and, if the Parties cannot resolve such disputed items following such cooperation, the Parties shall engage the Dispute Resolution Firm to determine the final resolution with respect to such disputed items. The Dispute Resolution Firm shall act as an expert and not an arbitrator and shall promptly resolved the disputed items in a manner consistent with the principles set forth in the Allocation Methodology. All fees and expenses advise one another of the Dispute Resolution Firm shall be borne equally by the Parties. The allocation as agreed by the Parties or as determined by the Dispute Resolution Firm, as the case may be (the “Final Purchase Price Allocation”), shall be conclusive and binding on the Parties hereto for U.S. federal, state, local and non-U.S. Tax purposes as provided herein, and all Parties and their respective Affiliates agree to file all Tax Returns, including IRS Form 8594 and any reports required to be filed under Section 1060 existence of the Code consistent with the Final Purchase Price Allocation, and none of the Parties or their respective Affiliates will take any Tax position (whether in Tax Returnsaudit, before controversy or litigation related to any Governmental Entity charged with the collection of income Tax, or in any judicial proceeding) that is inconsistent with the Final Purchase Price Allocation, unless required to do so by applicable Lawallocation hereunder.

Allocation of Final Purchase Price. No later than 120 days after Within ninety (90) Business Days from the Closing DateClosing, Buyer shall deliver or cause provide to be delivered to Seller each of the Sellers a proposed schedule which will provide for the allocation of the Purchase Price (and other amounts treated, for U.S. federal income Tax purposes and applicable state, local, and foreign Tax purposes, as consideration paid by Buyer to Seller pursuant to this Agreementrelevant items) among the Acquired Assets, assets of each of the Companies which allocation shall be determined deemed purchased by Buyer for United States federal income tax purposes (such assets, the “Deemed Purchased Assets”, and such schedule, the “Draft Asset Allocation Statement”). The Draft Asset Allocation Statement shall be prepared in a manner consistent accordance with Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder 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 in such written notice the disputed item or items and the methodologies provided in Section 2.5 of the Disclosure Schedules (the “Allocation Methodology”). The Parties basis for its objection, and such Seller and Buyer shall cooperate act in good faith to resolve any such dispute for a period of fifteen (15) Business Days thereafter. If, within fifteen (15) Business Days of such Seller’s delivery of a valid written notice of objection to the Draft Asset Allocation Statement, Buyer and such Seller have not reached an agreement regarding the disputed item or items with respect to specified in such proposed allocation and, if the Parties cannot resolve such disputed items following such cooperationwritten notice, the Parties dispute shall engage be presented to the Dispute Resolution Firm to determine Accounting Firm, whose determination shall be binding upon the final resolution with respect to such disputed itemsParties. The Dispute Resolution Firm shall act as an expert and not an arbitrator and shall promptly resolved the disputed items in a manner consistent with the principles set forth in the Allocation Methodology. All fees and expenses of the Dispute Resolution Accounting Firm in connection with the resolution of any dispute under this Section 5.6(a) shall be borne equally paid fifty percent (50%) by such Seller and fifty percent (50%) by Buyer. Once the Parties. The allocation as agreed by Draft Asset Allocation Statement is finally determined pursuant to the Parties provisions hereof, or as determined by the Dispute Resolution Firmany amendment thereto, as the case may be (the “Final Purchase Price Allocation”), no Party shall be conclusive and binding on the Parties hereto for U.S. federal, state, local and non-U.S. Tax purposes as provided herein, and all Parties and their respective Affiliates agree to file all Tax Returns, including IRS Form 8594 and any reports required to be filed under Section 1060 of the Code consistent with the Final Purchase Price Allocation, and none of the Parties or their respective Affiliates will take any Tax position (whether in Tax Returnsaudits, before any Governmental Entity charged with the collection of income Tax, tax returns or in any judicial proceedingotherwise) that is inconsistent with the Final Purchase Price Allocation, finally determined Draft Asset Allocation Statement unless required to do so by under applicable LawLaw or to reflect any adjustment to the Purchase Price hereunder. The Parties agree that, for federal income tax purposes, the payments made to Seller on the Closing Date shall be treated, up to the amount of the consideration for the purchase provided for herein that is allocated under this Section 5.6(a) to the right to receive the Insurance Proceeds, as payments in respect of the right to receive the Insurance Proceeds.