Common use of Allocation of Purchase Price for Tax Purposes Clause in Contracts

Allocation of Purchase Price for Tax Purposes. Purchaser and Seller will allocate the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereof. The Allocation will reflect a percentage of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Code. Inventory shall be valued as set forth in 2.07(a). The amount of the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and Purchaser shall, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) days, the Parties shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall be binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days of the date such dispute is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree (a) to report for Tax purposes, including on IRS form 8954, the allocation of the Purchase Price (including the Assumed Liabilities) among the Purchased Assets in a manner entirely consistent with the Allocation, as it may be amended upon any adjustment to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position inconsistent with the Allocation in the filing of any Tax Return, except upon a final determination within the meaning of Section 1313(a) of the Code by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.

Allocation of Purchase Price for Tax Purposes. Purchaser and Seller will allocate (a) The parties agree that for tax purposes, the Purchase Price will be deemed to be $22,500,000. As soon as practicable after the Closing Date, FRP shall deliver to Pennzoil a statement (including Assumed Liabilities treated as purchase price for Tax purposes) among the "ALLOCATION STATEMENT"), setting forth the value of the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereof. The Allocation will reflect a percentage of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Code. Inventory which shall be valued as set forth in 2.07(a). The amount of the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information used for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and Purchaser shall, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) days, the Parties shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall be binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days of the date such dispute is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree (a) to report for Tax purposes, including on IRS form 8954, the allocation of the Purchase Price (including together with the Assumed Liabilities) among the Purchased Assets. (b) Pennzoil shall have a period of 30 days after the delivery of the Allocation Statement to present in writing to FRP notice of any objections Pennzoil may have to the allocation set forth in the Allocation Statement. Unless Pennzoil timely objects, the Allocation Statement shall be binding on the parties without further adjustment. (c) If Pennzoil shall raise any objections within the 30 day period, FRP and Pennzoil shall negotiate in good faith and use their best efforts to resolve such dispute. If the parties fail to agree within 5 days after the delivery of the notice, then the disputed items shall be resolved by Xxxxxx Xxxxxxxx, or if such firm declines to act in such capacity, by such other firm of independent nationally recognized accountants chosen and mutually accepted by both parties (the "ACCOUNTING REFEREE"). The Accounting Referee shall resolve the dispute within 30 days of having the item referred to it. The costs, fees and expenses of the Accounting Referee shall be borne equally by Pennzoil and FRP. (d) Pennzoil and FRP agree to report an allocation of the Purchase Price among the Purchased Assets in a manner entirely consistent with the Allocation, as it may be amended upon any adjustment Allocation Statement and agree to act in accordance with such Allocation Statement in the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution preparation and filing of all Tax Returns related tax returns (including without limitation filing Form 8594 with its Federal income tax return for the taxable year that includes the date of the Closing) and in the course of any tax audit, tax review or tax litigation relating thereto. (e) Not later than 10 days prior to the Allocation and will take no position inconsistent with the Allocation in the filing of any Tax Returntheir respective Form 8594 relating to this transaction, except upon a final determination within the meaning of Section 1313(a) of the Code by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other regarding the existence of any Tax audit, controversy or litigation related party shall deliver to the Allocationother party a copy of its Form 8594.

Allocation of Purchase Price for Tax Purposes. Purchaser and Seller will allocate the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereof. The Allocation will reflect a percentage of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Code. Inventory shall be valued as set forth in 2.07(a). The amount of the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and the Purchaser shallagree that, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) days, the Parties shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall be binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days of the date such dispute is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree (a) to report for Tax all tax reporting purposes, including on IRS form 8954, the allocation of the Cash Purchase Price (including and the Assumed LiabilitiesLiabilities to the Acquired Assets shall be as set forth on Schedule 1.8, which Schedule 1.8 shall be completed by the Closing Date and which, when completed, will have been arrived at by arm’s length negotiation in compliance with Section 1060 of the Internal Revenue Code of 1986, as amended. In their preparation of Schedule 1.8, the Seller and the Purchaser will use their best efforts to value the Assumed Liabilities (including, in particular, the Assumed Liabilities associated with compliance with Environmental Laws included therein) among as of the Purchased Assets Closing Date in a manner entirely consistent accordance with the Allocation, as it may be amended upon most recent estimates of the amount and timing of such Liabilities then available to the Purchaser and the Seller. If there is any adjustment to the calculation Unadjusted Cash Purchase Price or the Assumed Liabilities in accordance with this Agreement, the Seller and the Purchase agree to make appropriate adjustments to the allocation set forth in Schedule 1.8. Each of the Purchaser and the Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed in connection with such allocation, (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, or cause to be prepared and filed, its Tax Returns on a basis consistent with such allocation and (iv) take no position, or cause no position to be taken, inconsistent with such allocation on any applicable Tax Return, in any audit or proceeding before any Tax Authority or in any report made for Tax purposes. However, nothing in this Section 1.8 shall be deemed to prohibit the Purchaser, for financial reporting purposes, from making adjustments to the Purchase Price (including as determined for tax purposes in order to reflect the costs incurred by the Purchaser in connection with this transaction and, if in the reasonable judgment of the Purchaser and its independent public accountants, additional adjustments are necessary or appropriate based upon GAAP and the most recent estimates then available to the Purchaser as to the amount and timing of the Assumed LiabilitiesLiabilities associated with compliance with Environmental Laws being assumed by the Purchaser in connection with this transaction. If the allocation set forth on Schedule 1.8 is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence and resolution of such dispute. 6. Sections 2.2(a)(vi), (bviii) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position inconsistent with the Allocation in the filing of any Tax Return, except upon a final determination within the meaning of Section 1313(a(ix) of the Code Acquisition Agreement are hereby amended to change the words “within fifty (50) days after the date of this Agreement” to “by an applicable Taxing Authority and (cMay 24, 2002.” 7. Section 2.2(a)(xiii) that of the Parties will use commercially reasonable efforts Acquisition Agreement is hereby amended to advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.read as follows:

Allocation of Purchase Price for Tax Purposes. (a) Promptly after the Closing, Seller and Purchaser and Seller will allocate the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant shall use their reasonable best efforts to this Section 2.09. Seller shall prepare and deliver a draft agree on an allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereof. The Allocation will reflect a percentage of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of consideration paid for the Code. Inventory shall be valued as set forth in 2.07(a). The amount of the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated Shares among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information of PFG for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty federal income tax purposes. (30b) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). If Seller and Purchaser shallare unable to agree on the Allocation within sixty (60) days after the Closing, in good faithSeller shall provide Purchaser with a proposed Allocation and Purchaser shall have ten (10) days to accept such Allocation or provide a written explanation of the reasons for Purchaser’s disagreement with the proposed Allocation (the “Purchaser’s Letter”). Upon Seller’s receipt of the Purchaser’s Letter, cooperate Seller and Purchaser shall use their reasonable best efforts to timely resolve any such disputethe disagreements regarding the Allocation. If Seller and Purchaser are unable to resolve their disagreements within thirty (30) days after Seller’s receipt of Purchaser’s Letter, then Seller’s and Purchaser’s obligations to agree on an Allocation pursuant to this Section 2.4 shall cease and be of no further force or effect and each Party shall thereafter be entitled to allocate the consideration among the assets of PFG in the manner each deems appropriate using its reasonable business judgment. In the event that Seller and Purchaser cannot reach agreement on the Allocation, each of Seller and Purchaser shall promptly provide the other Party with the allocation it reports to any such dispute within forty five taxing authority. Seller and Purchaser shall also use their best efforts, if necessary, to agree upon a revised Allocation (45the “Revised Allocation”) days, the Parties shall refer such dispute reflecting any adjustments to the Independent Accountant consideration for resolution and the decision Shares occurring after the determination of the Independent Accountant shall be binding Allocation, using the same procedures set forth in this Section 2.4(b) for determining the Allocation. (c) To the extent that Seller and Purchaser are able to agree on the Parties. In Allocation or the Revised Allocation, as applicable, Seller and Purchaser shall (i) be bound by such eventallocation for all relevant Tax purposes, (ii) prepare and file all Tax Returns in which the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days acquisition of the date such dispute Shares is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed treated as an asset purchase in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant such allocation and agree (aiii) to report for Tax purposes, including on IRS form 8954, the allocation of the Purchase Price (including the Assumed Liabilities) among the Purchased Assets in a manner entirely consistent with the Allocation, as it may be amended upon any adjustment to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position inconsistent with the Allocation such allocation in the filing of any Tax Return, except upon a final determination within Return in which the meaning of Section 1313(a) acquisition of the Code by Shares is treated as an applicable Taxing Authority and (c) asset purchase or any related proceeding before any taxing authority. In the event that the Parties will use commercially reasonable efforts allocation reported to advise each a taxing authority by either party is disputed by such taxing authority, the party receiving notice of such dispute shall promptly notify the other regarding party and keep the existence other party apprised of any Tax audit, controversy or litigation related to the Allocationmaterial developments concerning resolution of such dispute.

Allocation of Purchase Price for Tax Purposes. Purchaser and Seller will allocate (a) Promptly after the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereof. The Allocation will reflect a percentage of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased AssetClosing, other than Inventory, in accordance with section 1060 of the Code. Inventory shall be valued as set forth in 2.07(a). The amount of the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and Purchaser shallshall use their reasonable best efforts to agree on an allocation (the "Allocation") of the consideration paid for the Shares among the assets of PFG for federal income tax purposes. (b) If Seller and Purchaser are unable to agree on the Allocation within sixty (60) days after the Closing, in good faithSeller shall provide Purchaser with a proposed Allocation and Purchaser shall have ten (10) days to accept such Allocation or provide a written explanation of the reasons for Purchaser's disagreement with the proposed Allocation (the "Purchaser's Letter"). Upon Seller's receipt of the Purchaser's Letter, cooperate Seller and Purchaser shall use their reasonable best efforts to timely resolve any such disputethe disagreements regarding the Allocation. If Seller and Purchaser are unable to resolve their disagreements within thirty (30) days after Seller's receipt of Purchaser's Letter, then Seller's and Purchaser's obligations to agree on an Allocation pursuant to this Section 2.4 shall cease and be of no further force or effect and each Party shall thereafter be entitled to allocate the consideration among the assets of PFG in the manner each deems appropriate using its reasonable business judgment. In the event that Seller and Purchaser cannot reach agreement on the Allocation, each of Seller and Purchaser shall promptly provide the other Party with the allocation it reports to any such dispute within forty five taxing authority. Seller and Purchaser shall also use their best efforts, if necessary, to agree upon a revised Allocation (45the "Revised Allocation") days, the Parties shall refer such dispute reflecting any adjustments to the Independent Accountant consideration for resolution and the decision Shares occurring after the determination of the Independent Accountant shall be binding Allocation, using the same procedures set forth in this Section 2.4(b) for determining the Allocation. (c) To the extent that Seller and Purchaser are able to agree on the Parties. In Allocation or the Revised Allocation, as applicable, Seller and Purchaser shall (i) be bound by such eventallocation for all relevant Tax purposes, (ii) prepare and file all Tax Returns in which the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days acquisition of the date such dispute Shares is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed treated as an asset purchase in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant such allocation and agree (aiii) to report for Tax purposes, including on IRS form 8954, the allocation of the Purchase Price (including the Assumed Liabilities) among the Purchased Assets in a manner entirely consistent with the Allocation, as it may be amended upon any adjustment to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position inconsistent with the Allocation such allocation in the filing of any Tax Return, except upon a final determination within Return in which the meaning of Section 1313(a) acquisition of the Code by Shares is treated as an applicable Taxing Authority and (c) asset purchase or any related proceeding before any taxing authority. In the event that the Parties will use commercially reasonable efforts allocation reported to advise each a taxing authority by either party is disputed by such taxing authority, the party receiving notice of such dispute shall promptly notify the other regarding party and keep the existence other party apprised of any Tax audit, controversy or litigation related to the Allocationmaterial developments concerning resolution of such dispute.

Allocation of Purchase Price for Tax Purposes. Purchaser (a) After the Closing and at the sole cost and expense of the Purchaser, the Seller shall provide the Company's auditors with all financial information, other than information held by the Company, and data reasonably necessary to enable its independent accountants to prepare and review an audited consolidated balance sheet of the Company as of December 31, 1999, and the related statements of income, shareholders' or members' equity, as the case may be, and cash flows for the year then ended; provided, however, that the Seller will allocate not charge the Purchase Price Company or the Purchaser for the provision of information and data that is readily available to the Seller. (including Assumed Liabilities treated b) The Seller agrees that, if requested by the Company as purchase price for Tax purposesbeing necessary to prepare the audited financial statements as contemplated by Section 5.03(a) among hereof, the Purchased Assets pursuant to this Section 2.09. Seller shall prepare provide to the Company's auditors a management representation letter in a form reasonably acceptable to such auditors covering the period from January 1, 1999 to the Closing Date. (c) Attached as Schedule 5.03 hereto is a schedule which sets forth (i) the balance sheet of the Company as of August 31, 1999, (ii) a summary of the assets and deliver a draft liabilities of the Company that shall not be transferred to or assumed by the Purchaser as part of the transactions contemplated hereby (which shall include the amounts that the Company owes to the Seller for federal and state income Taxes, the Short-Term Debt and the Long-Term Debt and accrued interest thereon as of the Closing Date, the EDCP and the DICP (both as defined in Section 5.14 hereof) and related assets and liabilities), and (iii) the Code Section 1060 allocation of the Purchase Price (including collectively, the Assumed Liabilities) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereof. The Allocation will reflect a percentage of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Code. Inventory shall be valued as set forth in 2.07(a"August 31 Pro Forma Balance Sheet"). The amount August 31 Pro Forma Balance Sheet shall be updated by the Seller as of the Purchase Price Closing Date as promptly as practicable following the Closing Date (including Assumed Liabilitiesbut in no event later than 30 days after the Closing Date) as finally determined pursuant to Section 2.07, less the Final Inventory Value, and shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and Purchaser shall, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) days, the Parties shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall be binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days of the date such dispute is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed prepared in a manner consistent with the preceding sentences preparation of the August 31 Pro Forma Balance Sheet (the "Closing Balance Sheet"). The updates to the August 31 Pro Forma Balance Sheet by the Seller shall include, without limitation, updates to the amounts under the columns "incentive deferred compensation plan and assets not assumed" and "federal and state tax liabilities and assets not transferred". As promptly as practicable following the receipt of the Closing Balance Sheet (but in no event later than 60 days after the Closing Date), the Purchaser shall review the Closing Balance Sheet and deliver any adjustments, changes or objections to the Seller in writing. In the event the Seller does not provide any adjustments, changes or objections within 75 days after the Closing Date (provided that the Seller has timely delivered the Closing Balance Sheet), the Closing Balance Sheet shall be deemed final and binding for purposes of this Section 2.095.03(c). In the event that the Seller and the Purchaser have any disputes regarding the Closing Balance Sheet, within 60 days after the expiration of the 75 day period referred to in this Section 5.03(c), the Seller and the Purchaser shall attempt in good faith to resolve any such disputed matters by negotiation between executives who have the authority to settle and resolve such matters and who are at a higher level of management than the person with direct responsibility for administration of this Agreement. If the disputed matters shall not have been resolved as provided in the immediately preceding sentence, then the Seller and the Purchaser shall attempt in good faith to resolve any disputed matters referred to in this Section 5.03(c) by 26 32 negotiation between the Seller's and the Purchaser's respective chief financial officer within 7 days after the expiration of the 60 day period referenced in the immediately preceding sentence. If the disputed matters shall not have been resolved by the Seller's and the Purchaser's respective chief financial officer as provided in the immediately preceding sentence, the Seller and the Purchaser shall select, by lot, one of the "Big 5" national accounting firms (which shall not include the firm currently used by the Purchaser or the Seller unless the other party shall agree) and shall give such firm the authority to resolve the dispute in its sole discretion. (d) The Parties covenant parties hereto shall make available to the Purchaser and agree (a) to report for Tax purposesthe Seller such books, records and other information, including on IRS form 8954work papers (collectively, the allocation "Backup Materials") as any of the Purchase Price (including foregoing may reasonably request to prepare or review the Assumed Liabilities) among the Purchased Assets in a manner entirely consistent with the Allocation, as it may be amended upon any adjustment to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position inconsistent with the Allocation in the filing of any Tax Return, except upon a final determination within the meaning of Section 1313(a) of the Code by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other regarding the existence of any Tax audit, controversy or litigation related to the AllocationClosing Balance Sheet.

Allocation of Purchase Price for Tax Purposes. The Seller and the Purchaser and Seller will shall use their respective commercially reasonable efforts to allocate the Purchase Price (including Assumed Liabilities treated as aggregate purchase price to be paid for Tax purposes) among the Purchased Assets pursuant to this in accordance with Section 2.091060 of the Code. Seller No later than sixty (60) days following the Closing Date, the Purchaser shall prepare and deliver provide to the Seller a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes aggregate purchase price among the Purchased Assets (the “Allocation”) "ALLOCATION STATEMENT"), such Allocation Statement to be prepared in accordance with the methodology set forth in the Code. The Seller shall notify the Purchaser within thirty (30) days following of receipt of such draft Allocation Statement of any objections that the date hereofSeller may have thereto. The Seller and the Purchaser shall negotiate in good faith to resolve any disagreement with respect to such Allocation will reflect Statement. Under no circumstances, however, shall the failure to agree on the allocation of the aggregate purchase price among the Purchased Assets or to resolve any disagreements with respect to such allocation be or be claimed to be a percentage breach of this Agreement. In addition, the Seller and the Purchaser shall timely file any information required to be filed pursuant to the Treasury Regulations promulgated under Section 1060 of the Code, and, if the allocations of the Purchase Price for Tax purposes shall have been agreed by the Parties upon as contemplated by this Section 3.2, shall use the allocation determined pursuant to this Section 3.2 in connection with the preparation of IRS Form 8594 (including Assumed Liabilitiesand any supplemental filings required in connection therewith) that is as such form relates to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Codetransactions contemplated by this Agreement. Inventory shall be valued as set forth in 2.07(a). The amount If the allocations of the Purchase Price (including Assumed Liabilities) for Tax purposes shall have been agreed upon as finally contemplated by this Section 3.2, neither the Seller nor the Purchaser shall file any Tax Return or otherwise take any position or action for Tax purposes that is inconsistent with the allocation determined pursuant to this Section 2.073.2, less except as may be adjusted by subsequent agreement following an audit by the Final Inventory Value, shall be allocated among Internal Revenue Service or by court decision. Notwithstanding the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and Purchaser shall, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) daysforegoing, the Parties allocation referred to herein shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall not be binding on the Parties. In such event, Seller or its creditors for the Parties shall each use reasonable best efforts to cause purpose of determining any distribution by the Independent Accountant to resolve such dispute within forty five (45) days Seller of the date such dispute is referred to funds received hereunder and/or the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree (a) to report for Tax purposes, including on IRS form 8954, the allocation value of the Purchase Price (including the Assumed Liabilities) among the Purchased Assets in a manner entirely consistent with the Allocation, as it may be amended upon any adjustment to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position inconsistent with the Allocation in the filing liens of any Tax Return, except upon a final determination within the meaning of Section 1313(a) of the Code by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationcreditors in such funds.

Allocation of Purchase Price for Tax Purposes. The Seller and the Purchaser and Seller will shall use their respective commercially reasonable efforts to allocate the Purchase Price (including Assumed Liabilities treated as aggregate purchase price to be paid for Tax purposes) among the Purchased Assets pursuant to this in accordance with Section 2.091060 of the Code. Seller No later than sixty (60) days following the Closing Date, the Purchaser shall prepare and deliver provide to the Seller a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes aggregate purchase price among the Purchased Assets (the “Allocation”) "Allocation Statement"), such Allocation Statement to be prepared in accordance with the methodology set forth in the Code. The Seller shall notify the Purchaser within thirty (30) days following of receipt of such draft Allocation Statement of any objections that the date hereofSeller may have thereto. The Seller and the Purchaser shall negotiate in good faith to resolve any disagreement with respect to such Allocation will reflect Statement. Under no circumstances, however, shall the failure to agree on the allocation of the aggregate purchase price among the Purchased Assets or to resolve any disagreements with respect to such allocation be or be claimed to be a percentage breach of this Agreement. In addition, the Seller and the Purchaser shall timely file any information required to be filed pursuant to the Treasury Regulations promulgated under Section 1060 of the Code, and, if the allocations of the Purchase Price for Tax purposes shall have been agreed by the Parties upon as contemplated by this Section 3.2, shall use the allocation determined pursuant to this Section 3.2 in connection with the preparation of IRS Form 8594 (including Assumed Liabilitiesand any supplemental filings required in connection therewith) that is as such form relates to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Codetransactions contemplated by this Agreement. Inventory shall be valued as set forth in 2.07(a). The amount If the allocations of the Purchase Price (including Assumed Liabilities) for Tax purposes shall have been agreed upon as finally contemplated by this Section 3.2, neither the Seller nor the Purchaser shall file any Tax Return or otherwise take any position or action for Tax purposes that is inconsistent with the allocation determined pursuant to this Section 2.073.2, less except as may be adjusted by subsequent agreement following an audit by the Final Inventory Value, shall be allocated among Internal Revenue Service or by court decision. Notwithstanding the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and Purchaser shall, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) daysforegoing, the Parties allocation referred to herein shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall not be binding on the Parties. In such event, Seller or its creditors for the Parties shall each use reasonable best efforts to cause purpose of determining any distribution by the Independent Accountant to resolve such dispute within forty five (45) days Seller of the date such dispute is referred to funds received hereunder and/or the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree (a) to report for Tax purposes, including on IRS form 8954, the allocation value of the Purchase Price (including the Assumed Liabilities) among the Purchased Assets in a manner entirely consistent with the Allocation, as it may be amended upon any adjustment to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position inconsistent with the Allocation in the filing liens of any Tax Return, except upon a final determination within the meaning of Section 1313(a) of the Code by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationcreditors in such funds.

Allocation of Purchase Price for Tax Purposes. Purchaser and Seller will allocate the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of The Parties agree that the Purchase Price (including the Assumed Liabilities) Liabilities and any other items treated as “amounts realized” for Tax purposes purposes) will be allocated among all of the Purchased Assets for all purposes (including Tax and financial accounting) in a manner consistent with (a) Section 1060 of the Code, (b) the Treasury Regulations promulgated thereunder and (c) the allocation methodology set forth in Schedule 2.08 (collectively, the “AllocationAllocation Principles”). Buyer shall provide the Sellers with a proposed “Allocation Schedule” within forty-five (45) to Purchaser within days after the determination of the Final Cash Purchase Price in accordance with Section 2.06(c), which allocation shall be prepared in good faith and made in accordance with the Allocation Principles. Within thirty (30) days following such delivery, Sellers may object to the date hereof. The Allocation will reflect a percentage Schedule (by written notice to Buyer setting forth the objections and the basis for each of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Code. Inventory shall be valued as set forth in 2.07(aobjections). The amount of If Sellers do not object by written notice within such period, the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser Allocation Schedule shall be deemed to have been accepted and agreed upon, and be final and conclusive, for all purposes of this Agreement. Sellers and Xxxxx agree with in good faith to attempt to resolve any such draft Allocation unless Purchaser delivers a written dispute notice to Seller within at least thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments prior to the Allocation)date on which any Tax Return is required to be filed with the appropriate taxing authority. Seller In the event of a disagreement, Xxxxx and Purchaser shall, Sellers shall cooperate reasonably in good faith, cooperate attempting to timely resolve any such disputereach a mutual agreement. If Seller and Purchaser are unable to resolve any such dispute the Allocation Schedule is not mutually agreed upon within forty five twenty (4520) days, the Parties shall refer submit such dispute to the Independent Accountant Accounting Firm for resolution a decision that shall be rendered in a timely manner in order to permit the timely filing of all applicable Tax Returns. The Accounting Firm’s review shall be based on the Allocation Principles and the decision available facts and the general procedures used in Section 2.06(c) shall apply. The determination of the Independent Accountant Firm shall be final and binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days The fees and expenses of the date such dispute is referred Accounting Firm shall be allocated between Sellers, on the one hand, and Buyer, on the other hand, in proportion to the Independent Accountantamount unsuccessfully disputed by each party (as determined by the Accountant Firm). The Independent Accountant Buyer shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments make appropriate adjustments to the Allocation will be completed Schedule, in a manner consistent with the preceding sentences of Allocation Principles, to reflect any adjustments to the Purchase Price. Sellers and Buyer (i) shall be bound by the Allocation Schedule, as adjusted in accordance with this Section 2.09. The Parties covenant 2.08, for purposes of determining any income Taxes and agree (aii) shall prepare and file all income Tax Returns to report for Tax purposes, including on IRS form 8954, the allocation of the Purchase Price (including the Assumed Liabilities) among the Purchased Assets be filed with any taxing authority in a manner entirely consistent with the AllocationAllocation Schedule, as it may be amended upon and shall not take any adjustment to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other position in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position any Action inconsistent with the Allocation Schedule, unless otherwise required by a “determination” as defined in the filing of any Tax Return, except upon a final determination within the meaning of Section 1313(a) of the Code (or any corresponding provision of state or local Law). In the event that any aspect of the Allocation Schedule is disputed by an applicable Taxing Authority any taxing authority, the party receiving notice of such dispute shall promptly notify and (c) that consult with the Parties will use commercially reasonable efforts to advise each other regarding relevant party concerning the existence resolution of any Tax audit, controversy or litigation related to the Allocationsuch dispute.

Allocation of Purchase Price for Tax Purposes. Purchaser and Seller will allocate the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereof. The Allocation will reflect a percentage of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Code. Inventory shall be valued as set forth in 2.07(a). The amount of the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and the Purchaser shallagree that, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) days, the Parties shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall be binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days of the date such dispute is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree (a) to report for Tax all tax reporting purposes, including on IRS form 8954, the allocation of the Cash Purchase Price (including and the Assumed LiabilitiesLiabilities to the Acquired Assets shall be as set forth on Schedule 1.8, which Schedule 1.8 shall be completed by the Closing Date and which, when completed, will have been arrived at by arm's length negotiation in compliance with Section 1060 of the Internal Revenue Code of 1986, as amended. In their preparation of Schedule 1.8, the Seller and the Purchaser will use their best efforts to value the Assumed Liabilities (including, in particular, the Assumed Liabilities associated with compliance with Environmental Laws included therein) among as of the Purchased Assets Closing Date in a manner entirely consistent accordance with the Allocation, as it may be amended upon most recent estimates of the amount and timing of such Liabilities then available to the Purchaser and the Seller. If there is any adjustment to the calculation Unadjusted Cash Purchase Price or the Assumed Liabilities in accordance with this Agreement, the Seller and the Purchase agree to make appropriate adjustments to the allocation set forth in Schedule 1.8. Each of the Purchaser and the Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed in connection with such allocation, (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, or cause to be prepared and filed, its Tax Returns on a basis consistent with such allocation and (iv) take no position, or cause no position to be taken, inconsistent with such allocation on any applicable Tax Return, in any audit or proceeding before any Tax Authority or in any report made for Tax purposes. However, nothing in this Section 1.8 shall be deemed to prohibit the Purchaser, for financial reporting purposes, from making adjustments to the Purchase Price (including as determined for tax purposes in order to reflect the Assumed Liabilities), (b) that costs incurred by the Parties will cooperate with each other Purchaser in connection with this transaction and, if in the preparationreasonable judgment of the Purchaser and its independent public accountants, execution additional adjustments are necessary or appropriate based upon GAAP and filing of all Tax Returns related the most recent estimates then available to the Allocation Purchaser as to the amount and will take no position inconsistent with the Allocation in the filing of any Tax Return, except upon a final determination within the meaning of Section 1313(a) timing of the Code Assumed Liabilities associated with compliance with Environmental Laws being assumed by an applicable the Purchaser in connection with this transaction. If the allocation set forth on Schedule 1.8 is disputed by any Taxing Authority and (c) that Authority, the Parties will use commercially reasonable efforts to advise each party receiving notice of such dispute shall promptly notify the other regarding party hereto concerning the existence and resolution of any Tax audit, controversy or litigation related to the Allocationsuch dispute.

Allocation of Purchase Price for Tax Purposes. (a) Promptly after the Closing, the Seller and the Purchaser and Seller will allocate shall use their best efforts to agree on an allocation (the Purchase Price "Allocation") of the consideration paid for the Acquired Assets (including Assumed Liabilities treated any liabilities assumed which are fixed and determined as purchase price for Tax purposesof the Closing) among the Purchased Acquired Assets pursuant to this IRC Section 2.091060. For purposes of determining the Allocation, the fair market value of the Owned Real Property shall be the amount stated in the deed or the Pennsylvania Realty Transfer Tax Statement of Value. (b) If the Seller and the Purchaser are unable to agree on the Allocation within sixty (60) days after the Closing, the Seller shall prepare provide the Purchaser with a proposed Allocation and deliver the Purchaser shall have ten days to accept such Allocation or provide a draft allocation written explanation of the Purchase Price (including reasons for the Assumed Liabilities) for Tax purposes among Purchaser's disagreement with the Purchased Assets proposed Allocation (the “"Purchaser's Letter"). Upon the Seller's receipt of the Purchaser's Letter, the Seller and the Purchaser shall use their best efforts to resolve the disagreements regarding the Allocation”) . If the Seller and the Purchaser are unable to Purchaser resolve their disagreements within thirty (30) days following after the date hereofSeller's receipt of the Purchaser's Letter, then the Seller's and the Purchaser's obligations to agree on an Allocation pursuant to this Section 2.7 shall cease and be of no further force or effect and each party shall thereafter be entitled to allocate the consideration among the Acquired Assets in the manner each deems appropriate using its reasonable business judgment. In the event that the Seller and the Purchaser cannot reach agreement on the Allocation, each of the Seller and the Purchaser shall promptly provide the other party with the Allocation it reports to any Taxing Authority. The Seller and the Purchaser shall also use their best efforts, if necessary, to agree upon a revised Allocation will reflect a percentage (the "Revised Allocation") reflecting any adjustments to the consideration for the Acquired Assets occurring after the determination of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased AssetAllocation, other than Inventory, in accordance with section 1060 of using the Code. Inventory shall be valued as same procedures set forth in 2.07(a). The amount of this Section 2.7(b) for determining the Purchase Price Allocation. (including Assumed Liabilitiesc) as finally determined pursuant To the extent that the Seller and the Purchaser are able to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth agree on the Allocation or the Revised Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing , as applicable, the Allocation. Seller and the Purchaser shall (i) be deemed to agree with bound by such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty allocation for all Tax purposes, (30ii) days from the receipt thereof (setting forth in reasonable detail the reason for any objections prepare and any proposed adjustments to the Allocation). Seller and Purchaser shall, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) days, the Parties shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall be binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days of the date such dispute is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed file all Tax Returns in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant such allocation and agree (aiii) to report for Tax purposes, including on IRS form 8954, the allocation of the Purchase Price (including the Assumed Liabilities) among the Purchased Assets in a manner entirely consistent with the Allocation, as it may be amended upon any adjustment to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position inconsistent with the Allocation such allocation in the filing of any Tax Return, except upon a final determination within the meaning of Section 1313(a) of the Code by an applicable any proceeding before any Taxing Authority and (c) or otherwise. In the event that the Parties will use commercially reasonable efforts allocation reported to advise each a Taxing Authority by either party is disputed by such Taxing Authority, the party receiving notice of such dispute shall promptly notify the other regarding party and keep the existence other party apprised of any Tax audit, controversy or litigation related to the Allocationmaterial developments concerning resolution of such dispute.