Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. Within sixty (60) days following the Closing Date, Purchaser shall deliver to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value of the Purchase Price (the “Tax Allocation”). The Company shall have thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Law.

Allocation of Purchase Price. Within sixty (60) days following The Parties shall allocate the Closing DatePurchase Price among the Acquired Assets transferred by EPI, Purchaser and the EPI Consideration shall deliver to be allocated among the Company Acquired Assets in a draft manner consistent with the provisions of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, and Buyer and Sellers agree (a) to report the sale and purchase of the value Acquired Assets for tax purposes in accordance with such allocations and (b) not to take any position inconsistent with such allocations on any of their respective tax returns. Sellers shall initially determine and send written notice to Buyer of the amount of the Purchase Price (it intends to allocate to the “Tax Allocation”)Inventory, Books and Records and such other Acquired Assets owned by EPI within 90 days after the Closing Date. The Company shall Buyer will be deemed to have thirty (30) accepted such allocation unless it provides written notice of disagreement to Sellers within 60 days following after the receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing Sellers’ notice of any objections theretoallocation. If the Company does not so objectBuyer provides such notice of disagreement to Sellers, the Tax Allocation as proposed by Purchaser Parties shall proceed in good faith to determine such allocation that is in dispute. If, within 60 days after Sellers receive Buyer’s notice of disagreement, the Parties have not reached agreement, the Accountants shall be deemed accepted by engaged to determine the Company for all purposes hereunder final allocation. Sellers and Buyer shall be conclusive and binding on share equally the partiesfees of such Accountants. If Notwithstanding anything to the Company objects to contrary, in no event shall any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt Purchase Price payable to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended either Seller be allocated to the extent necessary to reflect other Seller (or the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given Acquired Assets transferred by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitratorother Seller), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Law.

Allocation of Purchase Price. Within sixty The Purchaser shall prepare an allocation of the Purchase Price, plus Assumed Liabilities required to be allocated, all in conformity with Section 1060 of the Code and the rules and regulations promulgated thereunder (60the “Allocation”), and shall deliver such Allocation to Seller within ninety (90) days following after Closing; provided, that, for purposes of the Closing DateAllocation and for determining any transfer taxes assessed in connection with the transfer of the Owned Real Property, the Parties agree that the fair market value of such Owned Real Property is $8.0 million. Seller shall have a right the right to review and approve such Allocation, which approval shall not be unreasonably withheld, conditioned or delayed. If the Seller does not notify the Purchaser shall deliver in writing of any dispute with respect to the Company Allocation within ten (10) days of receipt, such Allocation shall be final and binding upon the Parties. If the Seller provides notice of a draft dispute with respect to the Allocation, then the procedures of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, Sections 3.4(b) and (c) shall apply. Any adjustment to the Purchase Price pursuant to Section 3.4 shall be allocated pursuant to Section 1060 of the Code, of the value of the Purchase Price (the “Tax Allocation”). The Company shall have Within thirty (30) days following receipt of after the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so objectMessaging Subsidiary Closing, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution purchase and sale of the disputeTransferred Assets and/or capital stock or equity interests of the Messaging Subsidiaries in conformity with Section 1060 of the Code and the rules and regulations promulgated thereunder; provided, that, the Seller shall be conclusive provided with the same review and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice approval rights of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable such amended Allocation as were provided with respect to the parties (initial Allocation; provided, further, that the “Arbiter”) for resolutionParties agree that the amounts allocated to the Transferred Assets of a Selling Subsidiary shall not exceed the tax net book value of such Transferred Assets, provided that the tax net book value of such Transferred Assets does not violate applicable Law. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by The Purchaser and the CompanySeller shall file their Tax Returns (including IRS Form 8594) on the basis of such allocation, as it may be amended, and not by independent review, only those issues in dispute and neither Party shall render thereafter take a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any Return position inconsistent therewith in any with such allocation unless such inconsistent position shall arise out of or through an audit or other inquiry or examination of any Tax Return, in any refund claim, in any litigation by the Internal Revenue Service or investigation or before any Taxing Authority, except as required by applicable Lawother Governmental Entity.

Allocation of Purchase Price. Within sixty (60) days following The Parties will file all Tax Returns consistently with the Closing Date, Purchaser shall deliver to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 allocation of the Code, of the value Purchase Price determined in accordance with this SECTION 3.5. The allocation of the Purchase Price (including any portion of the “Assumed Liabilities if applicable) will be negotiated by the Parties in accordance with Applicable Tax Allocation”Law (as defined below). Purchaser shall propose and deliver to Seller a preliminary allocation among the Assets of the Purchase Price and such other consideration to be paid to Seller pursuant to this Agreement (an "ALLOCATION") sufficiently far in advance of the Closing to allow the Final Pre-Closing Allocation referred to below to be determined prior to the Closing. The Company Allocation shall have be consistent with Code Section 1060 ("APPLICABLE TAX LAW") and the regulations thereunder and in a manner which facilitates Property Tax reporting and shall separately allocate Assets in the Facilities Switchyard. Seller shall within thirty (30) days thereafter propose any changes to the Allocation. Within thirty (30) days following receipt delivery of the Purchaser's such proposed Tax Allocation to notify changes, Purchaser in writing shall provide Seller with a statement of any objections theretoto such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt Seller are unable to resolve any dispute anddisputed objections within ten (10) days thereafter, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended such objections shall be referred to the extent necessary Independent Accounting Firm, which shall determine the Allocation (including any valuations). The Independent Accounting Firm shall be instructed to reflect the resolution deliver to Purchaser and Seller a written determination of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute proper allocation of such disputed items within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance Business Days from the date of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter engagement. Such determination shall be functioning as an expert and not as an arbitrator)final, based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on upon the partiesParties for all purposes, and the Allocation shall be so adjusted (the allocation, including the adjustment, if any, to be referred to as the "FINAL PRE-CLOSING ALLOCATION"). Within thirty (30) days of the determination of the Post-Closing Adjustment, the Parties shall agree to the adjustments to the Final Pre-Closing Allocation ("FINAL ALLOCATION"). The fees, costs fees and expenses disbursements of the Arbiter Independent Accounting Firm attributable to any Allocation shall be borne shared equally by Purchaser and the CompanySeller. Following final determination of the Tax Allocation pursuant Purchaser and Seller agree to this Section 3.3(b)timely file Internal Revenue Service Form 8594, the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax Returns, in accordance with such Allocation or Final Allocation, as the case may be, and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes and on all filings, declarations and reports in a manner consistent with the IRS Allocation or Final Allocation, as the case may be. Purchaser and Seller agree to promptly provide the other Parties with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation connection with (or investigation or before any Taxing Authority, except as required by applicable Lawotherwise affected by) the transactions contemplated hereunder.

Allocation of Purchase Price. Within sixty The Sellers’ Representative, the Sellers and the Buyer agree that: (60a) days following the Closing DatePreliminary Purchase Price, Purchaser shall deliver the Final Purchase Price, the Liabilities of the Companies (plus other relevant items treated as consideration for income tax purposes), the Earnout Payments and all adjustments to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, preceding made pursuant to Section 1060 the terms of this Agreement shall be allocated for all Tax purposes among the Code, assets deemed to be sold by each of SM Holdings and SSY Holdings and (b) this allocation shall be in accordance with the value of the Purchase Price allocation methodology attached as Exhibit D attached to this Agreement (the “Tax AllocationAllocation Methodology”). The Company shall have Within thirty (30) days following receipt of after the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Final Purchase Price and any Earnout Payments (or any subsequent adjustments thereto), the Sellers’ Representative shall prepare a purchase price allocation in accordance with the methodology set forth on Exhibit D for review and approval by the Buyer. Following receipt thereof, Buyer shall have a period of ten (10) days to provide Seller’s Representative with a statement of any disputed items with respect to such allocation. In the event Buyer provides such statement and Buyer and Sellers’ Representative are unable to reach agreement with respect to any disputed items within a period of ten days after Seller’s Representative’s receipt of such statement, all such disputed items shall be submitted to the Independent Accountant for final resolution. The allocation ultimately agreed upon by Buyer and Sellers’ Representative under this Section 2.7 shall be referred to herein as the “Purchase Price Allocation”. Neither the Sellers’ Representative, the Sellers nor the Buyer shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such Purchase Price Allocation (or amended Purchase Price Allocation, if applicable) unless required to do so by Applicable Law. The Buyer and the Companies shall report the allocation of the total consideration among the Companies assets in a manner consistent with the final Purchase Price Allocation and act in accordance with the final Purchase Price Allocation in the preparation and timely filing of all Tax Returns (including filing IRS Form 8594 with their respective federal income Tax Returns for the taxable year that includes the Closing Date). The Buyer and the Sellers’ Representative agree to promptly provide the other parties with any reasonable additional information with respect to the Buyer or the Sellers, as the case may be, and reasonable assistance required to complete IRS Form 8594 or to compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated by this Agreement. Each Party will promptly inform the others of any challenge by any Governmental Authority to any allocation made pursuant to this Section 3.3(b)2.7 and the Buyer and the Sellers’ Representative agree to consult with one another and to keep each other fully informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge and, provided further, in no event will the Company and Purchaser shall make consistent use Buyer or the Companies settle or otherwise resolve any such challenge without the prior written consent of the Tax Allocation for all Tax purposes and on all filingsSellers’ Representative, declarations and reports with the IRS in respect thereof and shall such consent not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation to be unreasonably withheld or investigation or before any Taxing Authority, except as required by applicable Lawdelayed.

Allocation of Purchase Price. The Purchase Price shall be allocated among the Acquired Companies and the assets owned by each in accordance with the allocation provisions set forth on Schedule 2.5 (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date, Buyer shall deliver to Seller a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation (the “Buyer’s Allocation”). If Seller disagrees with Buyer’s Allocation, Seller may, within sixty (60) days following after delivery of Buyer’s Allocation, deliver a notice (the Closing Date“Seller’s Allocation Notice”) to Buyer to such effect, Purchaser shall deliver specifying those items as to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's which Seller disagrees and setting forth Seller’s proposed allocation, pursuant to Section 1060 of the Code, of the value allocation of the Purchase Price (the “Tax Allocation”and other relevant amounts). The Company shall have thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so objectSeller’s Allocation Notice is duly delivered, Seller and Buyer shall, during the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of appointment as Arbiterthe Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Arbiter Purchase Price Allocation. If Seller and Buyer are unable to reach such agreement, they shall determine promptly thereafter cause the Independent Accountants to resolve any remaining disputes. Any allocation of the Purchase Price (it being understood that in making such determinationand other relevant amounts) determined pursuant to the decision of the Independent Accountants shall incorporate, reflect and be consistent with the Arbiter Purchase Price Allocation, and shall be functioning as an expert final and not as an arbitrator), based solely on written submissions by Purchaser binding. All fees and the Company, and not by independent review, only those issues in dispute and shall render a written report as expenses relating to the resolution of work, if any, to be performed by the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter Independent Accountants shall be borne equally by Purchaser Seller, on the one hand, and Buyer, on the Companyother hand. Following final determination of the Tax Allocation Buyer and Seller agree to be bound by such allocation, as finally determined pursuant to this Section 3.3(b2.5, and to complete and submit their respective Tax Returns to the relevant Taxing Authorities accordingly, including any election under Code Section 338(g). Buyer shall have the right to make an election under Code Section 338(g) with respect to the transactions contemplated hereby for any Acquired Company that is eligible. In the event that Buyer makes an election under Code Section 338(g), the Company and Purchaser shall make consistent use of the Tax Allocation Buyer will notify Seller in writing as set for all Tax purposes and on all filingsin Treasury Regulation Section 1.338-2(e)(4). Seller hereby agrees to, declarations and reports with the IRS in respect thereof and shall not take cause its Affiliates to, include any position inconsistent therewith in any examination of any income, gain, loss, deduction or other tax item resulting from such election on Seller’s and its Affiliates’ Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as Returns to the extent required by applicable Law.

Allocation of Purchase Price. Within sixty (60The Purchase Price and all other capitalized costs shall be allocated as set forth on Schedule 5.3(c) days following in accordance with the Closing Date, Purchaser shall deliver to the Company a draft applicable provisions of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code. With respect class VI assets, Buyer will engage a third party (the “Initial Valuation Firm”) to perform the valuation and allocation analysis of the value class VI assets (the “Initial Valuation”). In the event that the Initial Valuation Firm performing the Initial Valuation allocates more than twenty percent (20%) of the Purchase Price to the class VI assets which would result in the Company (or the Shareholders) being subject to the federal ordinary income tax rate applicable to individuals with respect to such class VI assets, Buyer shall provide the Company (or the Shareholders) with written notice and a copy of the Initial Valuation, and the Company (or the Shareholders) shall provide written notice to Buyer of the Company’s (or the Shareholders’) objection to the results of the Initial Valuation within five (5) business days of such notice, and in such event, the Company (or the Shareholders) shall have the right (but not the obligation) to engage, at the Company’s (or the Shareholders’) sole cost and expense, another third party (the “Second Valuation Firm”) to perform another valuation and allocation of the class VI assets (the “Second Valuation”). If the difference between the greater of the Initial Valuation and the Second Valuation and the lesser of the Initial Valuation and the Second Valuation is less than, or equal to, 10.00% of the Initial Valuation, the Initial Valuation shall be final and binding upon the Parties; provided, however, that if the difference between the greater of the Initial Valuation and the Second Valuation and the lesser of the Initial Valuation and the Second Valuation is greater than 10.00% of the Initial Valuation, the Company (or the Shareholders) and Buyer, as the case may be, shall cause the Initial Valuation Firm and the Second Valuation Firm, as the case may be, to reconcile such differences and agree on the final percentage of the Purchase Price allocated to the class VI assets (the “Reconciled Allocation”); provided, however, that if the Initial Valuation Firm and the Second Valuation Firm cannot agree on the Reconciled Allocation, the Initial Valuation Firm and the Second Valuation Firm shall appoint another party to perform an additional valuation and allocation analysis (the “Third Valuation Firm”), and the costs and expenses of such engagement shall be borne one-half by Buyer and one-half by the Company (or the Shareholders), and the Third Party Valuation Firm shall determine the final percentage of the Purchase Price allocated to the class VI assets, which results shall be final and binding upon the Company, the Shareholders and Buyer. If the Company (or the Shareholders) do not provide Buyer with written notice of its objection to the Initial Valuation within five (5) business days of the Company’s (or the Shareholders’) receipt of a copy of the Initial Valuation, the results of the Initial Valuation shall be final and binding upon the Parties. The final percentage of the Purchase Price allocated to the class VI assets as finally determined by the procedure set forth herein shall be referred to herein as the “Final Allocation”. In the event that the Final Allocation allocates more than twenty (20%) of the Purchase Price to the class VI assets which would result in the Company (or the Shareholders) being subject to the federal ordinary income tax rate applicable to individuals with respect to such class VI assets, Buyer will provide to the Company (or the Shareholders) a one-time tax reimbursement payment in an amount equal to the product of: (i) the excess of the maximum federal ordinary income tax rate applicable to individuals over the maximum federal capital gains income tax rate applicable to individuals, multiplied by: (ii) the amount of the Purchase Price allocated to the class VI assets in excess of twenty (20%) of the Purchase Price (the “Tax AllocationReimbursement”). The Company Notwithstanding any provision contained in this Agreement to the contrary: (i) in no event shall have thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder Reimbursement exceed $100,000; and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15ii) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b)Buyer, the Company and Purchaser the Shareholders agree that each shall make consistent use of the Tax Allocation for file all Tax purposes and on all filingsReturns, declarations and reports including, but not limited to, IRS Form 8594, consistent with the IRS in respect thereof Final Allocation, and Buyer, the Company and the Shareholders shall not take any position for Tax purposes (whether for audits, Tax Returns, or otherwise) that is inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as with the Final Allocation unless required by to do so under applicable Law.

Allocation of Purchase Price. Within sixty forty-five (6045) days following the Closing Datedate the Initial Purchase Price is finally determined pursuant to Section 2.6(b)(ii), Purchaser Buyer shall deliver prepare and present to Seller a written allocation of the Company a draft sum of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, the amounts described in Section 2.5 pursuant to Section 1060 of the CodeCode and any other applicable Tax laws, of among the value of the Purchase Price Purchased Assets for all Tax purposes in accordance with this Section 2.7 (the “Tax Allocation”). The Company shall have Within thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to from Buyer, Seller may notify Purchaser Buyer in writing that it does not consent to the use of any objections theretothe Allocation prepared by Buyer, identifying those items in the Allocation with which it disagrees. If Seller fails to provide such notice within the Company does not thirty (30) day period, it shall be treated as having agreed to the Allocation prepared by Buyer. If Seller timely provides such notice, then from that time until the expiration thirty (30) days after Seller provides such notice, Buyer and Seller shall negotiate in good faith to reach mutual agreement regarding any matters subject to such objection and the Allocation consistent with the requirements of this Section 2.7, and if Buyer and Seller do reach such agreement within such period, then the Allocation so object, the Tax Allocation as proposed by Purchaser agreed upon shall be deemed accepted agreed by the Company parties for purposes of this Section 2.7. In the event that Seller timely provides such notice and Buyer and Seller are unable so to reach agreement on all purposes hereunder and such matters, any disputed items shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended submitted to the extent necessary Neutral Auditor for resolution. Buyer and Seller shall use their reasonable best efforts to reflect cause the Neutral Auditor to complete its resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute such disputed items within fifteen (15) days after notice of objection is given by the Company to Purchaserits appointment. Each of Buyer, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiterone hand, and such appointment shall be conclusive and binding the Seller, on the parties. Promptlyother hand, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood bear that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution percentage of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs fees and expenses of the Arbiter Neutral Auditor equal to the proportion of the dollar value of the disputed issues determined in favor of the other party. If there is an adjustment to the Initial Purchase Price pursuant to Section 2.6(b) or any amounts paid pursuant to Section 2.11, as the case may be, Buyer shall prepare and present to Seller an adjusted allocation of the purchase price (such adjusted allocation solely reflecting the adjustment to the Initial Purchase Price pursuant to Section 2.6 or any amounts paid pursuant to Section 2.11, as the case may be) within fifteen (15) days of that adjustment or payment becoming final, and the foregoing procedures shall be borne equally by Purchaser repeated except that the initial thirty (30) day time period shall be fifteen (15) days, and if Seller timely provides written notice that it does not consent to the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax adjusted allocation, then Buyer and Seller shall negotiate in good faith to reach mutual agreement within thirty (30) days following receipt of such written notice, and the adjusted allocation thereafter shall be treated as the Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except this Agreement. Except as otherwise required by applicable Lawlaw, Buyer and Seller shall timely file in the manner required by applicable law all Tax Returns (such as IRS Form 8594 or any other forms or reports required to be filed pursuant to Section 1060 of the Code or any comparable provisions of applicable law (“Section 1060 Forms”)) in a manner that is consistent with the Allocation (whether mutually agreed to or resolved by the Neutral Auditor) and shall refrain from taking any action inconsistent therewith.

Allocation of Purchase Price. Within sixty (60) [***] days following after Closing, Buyer shall submit to Seller in writing the Closing Date, Purchaser shall deliver to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value allocation of the Purchase Price among all of the Purchased Assets, in accordance with applicable law (the “Tax AllocationAllocation Notice”). The Company Seller shall have thirty (30) the right to object to such allocation, provided that such objection is on reasonable grounds. Seller shall be deemed to have accepted the Allocation Notice, and it shall be deemed final, unless Seller provides written notice of disagreement setting forth the reasonable reasons for such disagreement to Buyer within [***] days following of receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections theretoNotice (the “Disagreement Notice”). If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time periodSeller provides a Disagreement Notice, the parties shall negotiate in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the partiesdifferences. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties disagreements cannot agree on be resolved within [***] days of Buyer’s receipt of the selection of Disagreement Notice, Buyer and Seller shall engage an independent accounting firm to act as Arbiter, resolve the parties shall request the American Arbitration Association differences. Such independent accounting firm will be requested to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of resolve the dispute and determine the resulting Tax Allocationcorrect allocation in accord with applicable law, which shall be conclusive and binding on issue its report within [***] days of engagement, in writing to Seller and Buyer (the parties“Accounting Report”). The fees, costs and expenses One-half of the Arbiter fees of such independent accounting firm shall be borne equally by Purchaser Buyer, and one-half of such fees shall be borne by Seller. Each party will report the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports transaction consistently with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax ReturnAllocation Notice, in any refund claimif final, in any litigation or investigation or before any Taxing Authority, except as the Accounting Report. To the extent required by applicable Lawlaw, the Allocation Notice or Accounting Report, as appropriate, will be revised to reflect any adjustment of the Purchase Price.

Allocation of Purchase Price. Within sixty The Purchase Price (60) days following plus the Closing Date, Purchaser shall deliver to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 portion of the Code, of Assumed Liabilities and other relevant items which are treated as purchase price for federal income tax purposes) shall be allocated (the value “Initial Purchase Price Allocation”) for federal and state tax purposes in a manner set forth on Exhibit 1.10. Upon final determination of the Purchase Price (in accordance with the provisions of Section 1.09, Seller and Purchaser shall work in good faith to revise the Initial Purchase Price Allocation the result of which shall become the “Tax Final Purchase Price Allocation”). The Company .” Seller shall have deliver the Final Purchase Price Allocation to the Purchaser within thirty (30) days following receipt from the final determination of the Purchaser's proposed Tax Allocation Purchase Price or an adjustment of the Purchase Price, and such allocations shall be subject to notify agreement by the Purchaser in writing within thirty (30) days after delivery of any objections theretosuch determination by the Seller. If Purchaser withholds its consent to the Company does not so objectallocation reflected in the Final Purchase Price Allocation, the Tax Allocation as proposed by and Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall Seller have acted in good faith attempt to resolve any dispute anddifferences with respect to items on the Final Purchase Price Allocation and are unable to resolve any differences that, if in the parties so resolve all disputesaggregate, Purchaser's proposed Tax Allocation, as amended are material in relation to the extent necessary to reflect the resolution amount of the disputesum of the Purchase Price and Assumed Liabilities, then any remaining disputed matters will be finally and conclusively determined by an independent accounting firm of recognized national standing (the “Allocation Arbiter”) selected by Purchaser and Seller, which firm shall not be conclusive and binding on the partiesregular accounting firm of Purchaser or Seller. If the parties do Promptly, but not reach agreement in resolving the dispute within later than fifteen (15) days after notice its acceptance of objection is given by the Company to Purchaserappointment hereunder, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties Allocation Arbiter will determine (the “Arbiter”) for resolution. If the parties canbased solely on presentations by Purchaser and Seller and not agree on the selection basis of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20review) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues matters in dispute and shall will render a written report as to the resolution of the dispute disputed matters and the resulting Tax Allocationallocation of the Purchase Price (plus the portion of the Assumed Liabilities and other relevant items which are treated as purchase price for federal income tax purposes), which report shall be conclusive and binding on upon the parties. The feesPurchaser, costs Seller and expenses of their respective affiliates will file all Tax Returns (including Form 8594, amended returns and claims for refund) and information reports in a manner consistent with the Arbiter shall be borne equally values on the Final Purchase Price Allocation as agreed to by the Purchaser and Seller or, if applicable, as determined by the CompanyAllocation Arbiter. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use timely and properly prepare, execute, file and deliver all such documents, forms and other information as Seller may reasonably request to prepare such allocation. Neither Purchaser, Seller, nor any of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and their affiliates shall not take any position (whether in audits, tax returns or otherwise) which is inconsistent therewith in any examination of any Tax Returnwith such allocation, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as unless required to do so by applicable Lawlaw or GAAP.

Allocation of Purchase Price. Within sixty (60) 90 days following the Closing DateClosing, Purchaser shall Buyer (after reasonable consultation with Company) will deliver to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value allocation of the Purchase Price with respect to the Acquired Assets and the Assumed Liabilities (the “Tax Purchase Price Allocation”). The Company shall have thirty (30) days Purchase Price Allocation will be prepared in accordance with Section 1060 of the Code and will be subject to the Company’s review and approval for a period of 15 Business Days following the Company’s receipt of the Purchaser's Purchase Price Allocation, such approval not to be unreasonably withheld. If Company disagrees with the proposed Tax Allocation to Purchase Price Allocation, the Company shall notify Purchaser Buyer in writing within such 15 Business Day period. For a period of 30 days following Buyer’s receipt of any objections thereto. If the Company does not so objectsuch notification, the Tax Allocation as Parties shall use their reasonable best efforts to resolve all disagreements with respect to the proposed by Purchaser shall be deemed accepted by Purchase Price Allocation. In the Company for all purposes hereunder and shall be conclusive and binding on event that the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation Parties reach agreement within the required time such 30 day period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall Parties will make consistent use of the Tax Purchase Price Allocation for all Tax purposes and on in all filings, declarations and reports with the IRS Tax Returns in respect thereof thereof, as adjusted to reflect any adjustments needed to remain consistent with Final Tangible Net Assets and shall not take any position inconsistent therewith the resulting adjustment to the Purchase, and with respect to such agreed upon Purchase Price Allocation, as so adjusted, each Party will (1) be bound by such allocation, (2) act in any examination accordance with such allocation in the preparation of all financial statements and the filing of all Tax Returns (including the filing of its IRS Forms 8594 (whether initial or supplemental) relating to the transactions contemplated herein) and in the course of any Tax Returnaudit, Tax review or other Tax Proceeding relating thereto, and (3) take no position and cause its Affiliates to take no position inconsistent with such allocation for Tax purposes (including in connection with any refund claimProceeding), unless in any litigation or investigation or before any Taxing Authorityeach case otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. If the Parties are unable to agree on the Purchase Price Allocation, except as required by applicable Law.each Party may use its own Purchase Price Allocation. Table of Contents

Allocation of Purchase Price. Within sixty (60) days following after the Closing DateClosing, Purchaser Buyer shall deliver to Seller a schedule (the Company a draft “Allocation Schedule”) allocating the Purchase Price (including, for purposes of Internal Revenue Service Form 8594 containing Purchaser's proposed allocationthis Section 3.4, pursuant any other consideration paid to Seller including the Assumed Obligations) among the Acquired Assets in accordance with Schedule 3.4. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code, Code and the Treasury Regulations thereunder. Upon completion of its review of the value of the Purchase Price (the “Tax Allocation”). The Company shall have Allocation Schedule, and in all events within thirty (30) days following receipt of the Purchaser's proposed Tax Allocation after delivery to notify Purchaser in writing of any objections theretoSeller, Seller shall, by written notice to Buyer, either accept it as prepared by Buyer or propose adjustments. If Seller accepts the Company does not so objectAllocation Schedule as prepared by Buyer, or fails to provide written objections within such thirty (30) day period, then the Tax Allocation Schedule as proposed submitted by Purchaser Buyer shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive final and binding on the parties. If Seller proposes adjustments to the Company objects to any portion Allocation Schedule, Seller shall specify the amount of Purchaser's each proposed Tax Allocation within the required time periodadjustment, the parties item to which such proposed adjustment relates and the facts and circumstances supporting the adjustment. Seller and Buyer shall in good faith attempt then meet and use commercially reasonable efforts to resolve any dispute and, if reconcile the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the partiesadjustments. If the parties do proposed adjustments have not reach agreement in resolving the dispute been reconciled within fifteen thirty (1530) days after notice of objection is given by Seller’s notification to Buyer of the Company to Purchaserproposed adjustments (or such longer period upon as Seller and Buyer may agree), the parties they shall submit the dispute to an independent accounting firm which is mutually agreeable refer their differences to the parties (Referee Accountant. The decision of the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment Referee Accountant shall be conclusive final and binding on the partiesupon Buyer and Seller. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter Buyer and Seller shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution each pay one-half of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs fees and expenses of the Arbiter shall be borne equally by Purchaser Referee Accountant. Buyer and the Company. Following final determination of the Seller each agree to file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Allocation pursuant to this Section 3.3(b)Returns, the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports in accordance with the IRS in respect thereof Allocation Schedule. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare such Allocation Schedule. Buyer and Seller agree to provide the other promptly with any other information required to complete Form 8594. Neither Buyer nor Seller shall not take any position (whether in audits, Tax Returns or otherwise) that is inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as with the Allocation Schedule unless required to do so by applicable Lawlaw.

Allocation of Purchase Price. Within sixty The Asset Cash Purchase Price, the Assumed Liabilities and all other capitalized costs shall be allocated among the Purchased Assets in the manner set forth on Schedule 2.6 hereof (60) days following the Closing Date"Allocation Schedule"). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code and the regulations thereunder. To the extent necessary, Purchaser the Allocation Schedule shall deliver be revised prior to the Company closing and agreed upon (and notarized by a draft notary in Switzerland or Germany) prior to Closing by Asset Purchaser and Asset Seller. Asset Purchaser and Asset Seller in each case agree to adopt and utilize the amounts so allocated for purposes of filing Internal Revenue Service Form 8594 containing Purchaser's proposed allocationand all federal, pursuant to Section 1060 of the Codestate, of the value of the Purchase Price (the “local and other Tax Allocation”). The Company shall have thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does Returns filed by them and that they will not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not voluntarily take any position inconsistent therewith in any upon examination of any such Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authorityotherwise with respect to such Tax Returns, except as unless otherwise required by to do so pursuant to applicable Law. Asset Seller and Asset Purchaser agree to provide the other promptly with any other information required to complete Form 8594. The Parties recognize that after the Closing Textile Business Working Capital is finally determined in accordance with Section 2.5, there may be one or more than one adjustment made to the Cash Purchase Price. In the event that the Cash Purchase Price is adjusted, the Purchaser Parties will prepare a revised Allocation Schedule and provide such schedule to the Seller Parties. Additionally, the Parties recognize that the amounts allocated among the Purchased Assets and the Purchased Intellectual Property may be adjusted based on the Purchaser Appraisals, and each of the Seller Parties and the Purchaser Parties shall use their commercially reasonable efforts to ensure that the allocation among the Purchased Assets together with the Purchased Intellectual Property shall not be less than one-third of the Cash Purchase Price. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing without limitation.

Allocation of Purchase Price. Sellers and Purchaser agree to allocate (I) the Initial Purchase Price (and, in the case of the Acquired Assets, the related Assumed Liabilities) and any Final Adjustment Amount among the Shares and the Acquired Assets as set forth on Schedule 3.3. Within sixty ten (6010) days following Business Days upon determination of the Closing DateFinal Purchase Price in accordance with Section 3.4, Purchaser shall prepare and deliver to the Company Seller Representative (i) a draft copy of Internal Revenue Service Form 8594 containing Purchaser's proposed allocationand any required exhibits thereto allocating the portion of the Final Purchase Price allocable to the Shares of U.S. Digital Assets as set forth on Schedule 3.3 among the assets held by U.S. Digital Assets and (ii) a statement allocating the applicable portion of the Final Purchase Price as set forth on Schedule 3.3 among the Acquired Assets (together, pursuant to the “Asset Acquisition Statement”). The Asset Acquisition Statement shall be prepared in accordance with Section 1060 of the CodeCode and the Treasury Regulations promulgated thereunder (and, if applicable, in accordance with any other similar provision of the value of the Purchase Price (the “state, provincial, local and foreign Tax Allocation”Law). The Company shall have thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Seller Representative and Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall seek in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended differences that they may have with respect to the extent necessary Asset Acquisition Statement. In the event that the Seller Representative and Purchaser are unable to reflect the resolution of the dispute, shall be conclusive and binding reach agreement on the parties. If the parties do not reach agreement in resolving the dispute Asset Acquisition Statement within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiterdelivery thereof to the Seller Representative, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues then each agrees to resolve any issue in dispute and shall render a written report as to under this Section 3.3 in accordance with the resolution procedures set forth in Section 11.7. Each of the dispute Seller Representative and the resulting Tax Allocation, which shall be conclusive and binding Purchaser agrees that promptly upon agreeing on the parties. The fees, costs and expenses of Asset Acquisition Statement (or the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Independent Accountant) it shall return an executed copy thereof to the other party. Neither Sellers nor Purchaser, nor any of their respective Affiliates, shall file any Tax Allocation pursuant Return or other document or otherwise take, or agree to this Section 3.3(b)take, the Company and Purchaser shall make consistent use of the any position on any Tax Allocation for all Tax purposes and on all filings, declarations and reports Return which is inconsistent with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax ReturnAsset Acquisition Statement, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as unless otherwise required by applicable Law.

Allocation of Purchase Price. Within sixty The Purchase Price and Liabilities of the Company (60plus other relevant items) shall be allocated among the assets of the Company for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Buyer and delivered to Seller within thirty (30) days following the Closing Date. If the Seller does not notify Buyer, Purchaser in writing within thirty (30) days of receipt of the Allocation Schedule, that it objects to one or more items reflected therein, then the Seller shall deliver be deemed to have accepted the Allocation Schedule. If the Seller notifies Buyer, in writing within thirty (30) days of receipt of the Allocation Schedule, that it objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if they are unable to resolve any dispute with respect to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value of the Purchase Price (the “Tax Allocation”). The Company shall have Allocation Schedule within thirty (30) days following Buyer’s receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing Seller’s notice of any objections thereto. If the Company does not so objectobjection, the Tax Allocation as proposed by Purchaser such dispute shall be deemed accepted by submitted to the Company Independent Auditor for all purposes hereunder resolution as a tax expert and shall be conclusive not an arbiter, and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt use reasonable efforts to cause the Independent Auditor to resolve any dispute andthe disagreements within thirty (30) days. The Allocation Schedule, if as accepted or agreed to by the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to or finally determined by the extent necessary to reflect the resolution of the disputeIndependent Auditor, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to PurchaserSeller, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as ArbiterBuyer, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs fees and expenses of the Arbiter Independent Auditor shall be borne equally half by Purchaser Seller and half by Buyer. The parties shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the CompanyAllocation Schedule. Following final determination of Any adjustments to the Tax Allocation Purchase Price pursuant to this Section 3.3(b), the Company and Purchaser Agreement shall make be allocated in a manner consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable LawAllocation Schedule.

Allocation of Purchase Price. Within sixty Set forth as Exhibit 2.6 hereto is the allocation of the Purchase Price with respect to the Acquired Assets consisting of property, plant and equipment (60“PP&E”) proposed by the Sellers (the “Sellers’ Proposed Allocation”). Following the Closing, the Buyer shall engage, at its expense, a third party accounting, investment banking or valuation firm of national or regional reputation to perform an appraisal with respect to the PP&E included in the Acquired Assets (such appraisal, the “Buyer’s Third Party Appraisal”) so as to permit the Buyer and its Affiliates to prepare financial statements in accordance with Financial Accounting Standard Board Statement No. 141 (Business Combinations) and United Stated Generally Accepted Accounting Principles. The parties agree that such Buyer’s Third Party Appraisal shall be performed by BDO Xxxxxxx, LLP, or an affiliate thereof, provided the Buyer is able to engage such firm for such work on reasonable terms and that the Buyer may not engage a different firm unless (x) BDO Xxxxxxx, LLP and/or such affiliate (as the case may be) declines the engagement or requires terms and conditions for the engagement which are commercially unreasonable or not customary for engagements of this type or (y) another firm offers to perform the work on substantially better terms than BDO Xxxxxxx, LLP and/or such affiliate (as the case may be). The Buyer shall use commercially reasonable efforts to cause the Buyer’s Third Party Appraisal to be completed within 30 calendar days following the Closing Date, Purchaser Date and shall deliver provide a copy of any written materials provided to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, Buyer pursuant to Section 1060 the appraisal engagement by the firm engaged to perform the appraisal, including the final Buyer’s Third Party Appraisal, to the Sellers’ Representative within a reasonable period of time (not to exceed two Business Days) after its receipt by the CodeBuyer, of provided that the Sellers’ Representative has provided to the firm who prepared such materials all access letters and/or waivers reasonably requested by such firm as a condition thereto. If such final Buyer’s Third Party Appraisal indicates that the aggregate appraised value of the Purchase Price PP&E included in the Acquired Assets (the “Tax Covered Assets”) is greater than the value assigned thereto in the Sellers’ Proposed Allocation, then the Sellers’ Representative shall have a period of three Business Days after its receipt of such final Buyer’s Third Party Appraisal to notify the Buyer in writing of the Sellers’ Representative’s determination to engage, at the Sellers’ own expense, a different third party accounting, investment banking or valuation firm of comparable reputation and qualifications as the firm who prepared the Buyer’s Third Party Appraisal to perform a separate appraisal of the Covered Assets (such appraisal, the “Sellers’ Third Party Appraisal”). Both the Buyer’s Third Party Appraisal and the Sellers’ Third Party Appraisal shall be required to be rendered in writing. The Company Sellers’ Representative shall have thirty (30) use commercially reasonable efforts to cause the Sellers’ Third Party Appraisal to be completed within 30 calendar days following receipt of the Purchaser's proposed Tax Allocation date on which the Sellers’ Representative’s notification above is delivered to notify Purchaser in writing the Buyer and shall provide a copy of any objections thereto. If written materials provided to the Company does not so object, Seller’s Representative pursuant to the Tax Allocation as proposed by Purchaser shall be deemed accepted appraisal engagement by the Company for firm engaged to perform the appraisal, including the final Sellers’ Third Party Appraisal, to the Buyer within a reasonable period of time (not to exceed two Business Days) after its receipt by the Sellers’ Representative, provided that the Buyer has provided to the firm who prepared such materials all purposes hereunder access letters and/or waivers reasonably requested by such firm as a condition thereto, and shall be conclusive and binding on in connection therewith the parties. If Buyer will give reasonable access to the Company objects PP&E included in the Acquired Assets to any portion of Purchaser's proposed Tax Allocation within the required time period, firm engaged to perform the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended Seller’s Third Party Appraisal solely to the extent necessary to reflect perform such appraisal. The Sellers’ Representative shall then have the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after right to designate by written notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties Buyer either the Buyer’s Third Party Appraisal or the Sellers’ Third Party Appraisal as the governing appraisal (the “ArbiterDesignated Appraisal”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days three Business Days after acceptance the Sellers’ Representative’s receipt of appointment the Sellers’ Third Party Appraisal from the firm who prepared such appraisal, whereupon the Buyer and the Sellers shall, and shall cause their respective Affiliates and equity holders to, file all Tax Returns and take positions in all Tax proceedings in a manner consistent with the information contained in the Designated Appraisal. In the event that the Sellers’ Representative fails to engage its own appraiser within the period described above, fails to deliver the final Sellers’ Third Party Appraisal to the Buyer within the time period described above or fails to designate one of the appraisals as Arbiterthe Designated Appraisal within the period described above, the Arbiter Buyer’s Third Party Appraisal shall determine (it being understood irrevocably be deemed to be the Designated Appraisal hereunder. In the event that in making such determinationthe Buyer fails to engage its own appraiser within the period described above or fails to deliver the final Buyer’s Third Party Appraisal to the Buyer within the time period described above, the Arbiter Sellers’ Proposed Allocation shall irrevocably be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and deemed to be the Company, and not by independent review, only those issues in dispute and shall render a written report as Designated Appraisal hereunder. In the event that the final Buyer’s Third Party Appraisal indicates that the appraised value of the Covered Assets is less than or equal to the resolution of value assigned thereto in the dispute and the resulting Tax Sellers’ Proposed Allocation, which then the Buyer’s Third Party Appraisal shall irrevocably be conclusive and binding on deemed to be the partiesDesignated Appraisal hereunder. The fees, costs and expenses Notwithstanding anything in this Agreement to the contrary (including any provision of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(bArticle VIII hereof (Indemnification)), the Company Buyer and Purchaser shall make consistent use each of the Tax Allocation for all Tax purposes Sellers, and on all filingseach of their respective Affiliates and direct or indirect equity holders, declarations each shall have no right to seek recourse against the other, or any of its Subsidiaries and reports Affiliates or direct or indirect equity holders, arising out of or with respect to (i) the IRS utilization of the Designated Appraisal by the other parties and its Affiliates in respect thereof accordance with this Section 2.6 or (ii) the purchase price allocation utilized by the other party and its Affiliates as to any of the Acquired Assets other than the Covered Assets, and shall not take assert any position inconsistent therewith claim or institute any action against the other parties, or any of their Subsidiaries and Affiliates or direct or indirect equity holders, arising out of or relating to (x) such utilization of the Designated Party Appraisal except in the case of a breach of this Section 2.6 by such other party or (y) the purchase price allocation utilized by the other parties and their Affiliates with respect to any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Lawthe Acquired Assets other than the Covered Assets.

Allocation of Purchase Price. Within Seller and Buyer agree that the Purchase Price (plus other relevant items) shall be allocated among the Purchased Assets for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Buyer and delivered to Seller within sixty (60) days following the Closing Date, Purchaser shall deliver to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value of the Purchase Price (the “Tax Allocation”). The Company shall have thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to notify Purchaser If Seller notifies Buyer in writing of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company that Seller objects to any portion of Purchaser's proposed Tax one or more items reflected in the Allocation within the required time periodSchedule, the parties Seller and Buyer shall negotiate in good faith attempt to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute andwith respect to the Allocation Schedule within ten (10) days following delivery of the foregoing notice of objection, such dispute shall be resolved by the Independent Accountant. The fees and expenses of the Independent Accountant shall be borne equally by Seller and Buyer. Buyer and Seller shall (and the Stockholders shall cause Seller to) file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. For purposes of this Section 2.07, the “Independent Accountant” shall be the accounting firm of CliftonLarsonAllen LLP, or if CliftonLarsonAllen LLP is unable to, or for any reason, does not, serve, Buyer and Seller shall (and the parties so Stockholders shall cause Seller to) appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Buyer’s accountants or Seller’s accountants who, acting as experts and not arbitrators, shall resolve all disputesthe items to which Seller has objected to in accordance with this Section 2.07 only and make any corresponding adjustments to the Allocation Schedule. Each of Buyer and Seller shall propose the name of one Independent Accountant within five (5) Business Days of CliftonLarsonAllen LLP informing Buyer and Seller that it is unable to serve, Purchaser's or not serving or responding to Buyer’s request to serve, within two (2) days of Buyer’s request to serve. If Buyer or Seller fails to propose the name of an independent accounting firm within the forgoing five (5) Business Day period, then the Independent Accountant shall be the independent accounting firm proposed Tax Allocationby Buyer or Seller, as amended to the extent necessary to reflect case may be. In the resolution of the dispute, shall be conclusive and binding on the parties. If event that the parties do not reach agreement in resolving the dispute agree upon an Independent Accountant within fifteen (15) days after notice of objection the date upon which an Independent Accountant is given initially proposed by one party to the Company to Purchaserother, the parties shall submit the dispute matter to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final for determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable LawIndependent Accountant.

Allocation of Purchase Price. Within sixty (60) days following The Parties will file all Tax Returns consistently with the Closing Date, Purchaser shall deliver to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 allocation of the Code, of the value Purchase Price determined in accordance with this Section 3.5. The allocation of the Purchase Price (including any portion of the Assumed Liabilities if applicable) will be negotiated by the Parties in accordance with Applicable Tax Law (as defined below). Purchaser shall propose and deliver to Seller a preliminary allocation among the Assets of the Purchase Price and such other consideration to be paid to Seller pursuant to this Agreement (an “Tax Allocation”)) sufficiently far in advance of the Closing to allow the Final Pre-Closing Allocation referred to below to be determined prior to the Closing. The Company Allocation shall have be consistent with Code Section 1060 (“Applicable Tax Law”) and the regulations thereunder and in a manner which facilitates Property Tax reporting and shall separately allocate Assets in the Facilities Switchyard. Seller shall within thirty (30) days thereafter propose any changes to the Allocation. Within thirty (30) days following receipt delivery of the Purchaser's such proposed Tax Allocation to notify changes, Purchaser in writing shall provide Seller with a statement of any objections theretoto such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt Seller are unable to resolve any dispute anddisputed objections within ten (10) days thereafter, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended such objections shall be referred to the extent necessary Independent Accounting Firm, which shall determine the Allocation (including any valuations). The Independent Accounting Firm shall be instructed to reflect the resolution deliver to Purchaser and Seller a written determination of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute proper allocation of such disputed items within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance Business Days from the date of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter engagement. Such determination shall be functioning as an expert and not as an arbitrator)final, based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on upon the partiesParties for all purposes, and the Allocation shall be so adjusted (the allocation, including the adjustment, if any, to be referred to as the “Final Pre-Closing Allocation”). Within thirty (30) days of the determination of the Post-Closing Adjustment, the Parties shall agree to the adjustments to the Final Pre-Closing Allocation (“Final Allocation”). The fees, costs fees and expenses disbursements of the Arbiter Independent Accounting Firm attributable to any Allocation shall be borne shared equally by Purchaser and the CompanySeller. Following final determination of the Tax Allocation pursuant Purchaser and Seller agree to this Section 3.3(b)timely file Internal Revenue Service Form 8594, the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax Returns, in accordance with such Allocation or Final Allocation, as the case may be, and to report the transactions contemplated by this Agreement for Federal Income tax and all other tax purposes and on all filings, declarations and reports in a manner consistent with the IRS Allocation or Final Allocation, as the case may be. Purchaser and Seller agree to promptly provide the other Parties with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation connection with (or investigation or before any Taxing Authority, except as required by applicable Lawotherwise affected by) the transactions contemplated hereunder.

Allocation of Purchase Price. Within sixty (60) 90 days following the Closing DateClosing, Purchaser shall Buyer (after reasonable consultation with Company) will deliver to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value allocation of the Purchase Price with respect to the Acquired Assets and the Assumed Liabilities (the “Tax Purchase Price Allocation”). The Company shall have thirty (30) days Purchase Price Allocation will be prepared in accordance with Section 1060 of the Code and will be subject to the Company’s review and approval for a period of 15 Business Days following the Company’s receipt of the Purchaser's Purchase Price Allocation, such approval not to be unreasonably withheld. If Company disagrees with the proposed Tax Allocation to Purchase Price Allocation, the Company shall notify Purchaser Buyer in writing within such 15 Business Day period. For a period of 30 days following Buyer’s receipt of any objections thereto. If the Company does not so objectsuch notification, the Tax Allocation as Parties shall use their reasonable best efforts to resolve all disagreements with respect to the proposed by Purchaser shall be deemed accepted by Purchase Price Allocation. In the Company for all purposes hereunder and shall be conclusive and binding on event that the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation Parties reach agreement within the required time such 30 day period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall Parties will make consistent use of the Tax Purchase Price Allocation for all Tax purposes and on in all filings, declarations and reports with the IRS Tax Returns in respect thereof thereof, as adjusted to reflect any adjustments needed to remain consistent with Final Tangible Net Assets and shall not take any position inconsistent therewith the resulting adjustment to the Purchase, and with respect to such agreed upon Purchase Price Allocation, as so adjusted, each Party will (1) be bound by such allocation, (2) act in any examination accordance with such allocation in the preparation of all financial statements and the filing of all Tax Returns (including the filing of its IRS Forms 8594 (whether initial or supplemental) relating to the transactions contemplated herein) and in the course of any Tax Returnaudit, Tax review or other Tax Proceeding relating thereto, and (3) take no position and cause its Affiliates to take no position inconsistent with such allocation for Tax purposes (including in connection with any refund claimProceeding), unless in any litigation or investigation or before any Taxing Authorityeach case otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. If the Parties are unable to agree on the Purchase Price Allocation, except as required by applicable Laweach Party may use its own Purchase Price Allocation.

Allocation of Purchase Price. Within sixty To the extent possible, concurrent with the execution of this Agreement, Buyer shall allocate the unadjusted Purchase Price among each of the Assets, in compliance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (60the “Code”), and the Treasury regulations thereunder. Such allocation of value upon the reasonable approval of the Seller shall be attached to this Agreement as Exhibit “F” (the “Allocated Value”). On or before five (5) days following Business Days after the Closing Dateexecution of this Agreement Buyer shall provide to Seller a revised Exhibit “F” with an Allocated Value for any remaining Assets which were not addressed at the time of execution of this Agreement and such allocation of value shall upon the reasonable approval of the Seller shall be included in Exhibit “F.” The Allocated Value for any Asset equals the portion of the unadjusted Purchase Price allocated to such Asset on Exhibit “F”, Purchaser shall deliver increased or reduced as described in this Article 3. Any adjustments to the Company Purchase Price other than the adjustments provided for in Sections 3.3(a)(ii)(D), 3.3(a)(ii)(E), and 3.3(a)(ii)(F) shall be applied on a draft pro rata basis to the amounts set forth on Exhibit “F” for all Assets. After all such adjustments are made, any adjustments to the Purchase Price pursuant to Sections 3.3(a)(ii)(D), 3.3(a)(ii)(E), and 3.3(a)(ii)(F) shall be applied to the amounts set forth in Exhibit “F” for the particular affected Assets. After Seller and Buyer have agreed on the Allocated Values for the Assets, Seller will be deemed to have accepted such Allocated Values for purposes of this Agreement and the transactions contemplated hereby, but otherwise makes no representation or warranty as to the accuracy of such values. Seller and Buyer agree (i) that the Allocated Values, as adjusted pursuant to the foregoing, shall be used by Seller and Buyer as the basis for reporting asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation Internal Revenue Service Form 8594 containing Purchaser's proposed allocationand (ii) that neither they nor their Affiliates will take positions inconsistent with such Allocated Values in notices to Governmental Bodies, pursuant in audit or other proceedings with respect to Section 1060 Taxes, in notices to preferential purchase right holders, or in other documents or notices relating to the transactions contemplated by this Agreement. Buyer and Seller further agree that, on or before the Final Settlement Date (or the Closing Date, in the event of a Like-Kind Exchange Transaction), they will mutually agree as to the further allocation of the Code, of Allocated Values included in Exhibit “F” as to the value of the Purchase Price (the “Tax Allocation”). The Company shall have thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any relative portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt those values attributable to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended leasehold costs and depreciable equipment. Seller’s allocation of values attributable to leasehold costs and depreciable equipment will be controlling to the extent necessary that Buyer and Seller are unable to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection allocation of an independent accounting firm values attributable to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, leasehold costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Lawdepreciable equipment.

Allocation of Purchase Price. Within sixty The Parties agree that the Purchase Price and the amount of the Assumed Liabilities represent the amount agreed upon by the Parties to be the value of the Purchased Assets and the other obligations of the Parties for Tax purposes, and the Purchase Price will be allocated for Tax purposes among the Purchased Assets and the amount of the Assumed Liabilities, based on the fair market value of such assets and liabilities immediately prior to the Closing, including any allocation to any covenants entered into in connection with this Agreement (60) days following the “Allocation”). Buyer shall propose the Allocation, based on the fair market value of such assets and liabilities immediately prior to the Closing Date, Purchaser shall deliver to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to in accordance with Section 1060 of the Code, . Buyer shall use its reasonable efforts to deliver the Allocation to Seller within ninety (90) days of the value of the Purchase Price (the “Tax Allocation”)Closing Date. The Company Seller shall have the right to review and raise any objections in writing to the Allocation within thirty (30) days following after the receipt of the Purchaser's proposed Tax Allocation to notify Purchaser thereof. If Seller notifies Buyer in writing of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company that Seller objects to any portion of Purchaser's proposed Tax one or more items reflected in the Allocation within the required time periodSchedule, the parties Seller and Buyer shall negotiate in good faith attempt to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended with respect to the extent necessary to reflect Allocation Schedule within thirty (30) days, Buyer and Seller shall appoint by mutual agreement the resolution office of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice an impartial nationally recognized firm of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties certified public accountants other than (the “ArbiterIndependent Accountant”) for resolution. If to resolve the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the partiesdispute. The fees, costs fees and expenses of the Arbiter such accounting firm shall be borne equally by Purchaser Seller and the CompanyBuyer. Following final The determination of the Tax Independent Accountant shall be binding on all Parties. Buyer and Seller will file IRS Form 8594, and all federal, state, local and foreign tax returns, in accordance with the Allocation as determined in accordance with the foregoing, and, for all tax purposes, Buyer and Seller agree to report the purchase and sale of these rights and assets in accordance with the Allocation as determined in accordance with the foregoing and to take no position contrary thereto or inconsistent therewith. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use Rule 24b-2 of the Tax Allocation for all Tax purposes and on all filingsSecurities Exchange Act of 1934, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Lawamended.

Allocation of Purchase Price. Within sixty (60) 15 days following from the Closing Date, Purchaser the Buyer shall deliver to the Company Seller a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value of schedule allocating the Purchase Price (and the “Tax Allocation”). The Company shall have thirty (30) days following receipt liabilities of the Purchaser's proposed Tax Allocation to notify Purchaser in writing Company among the assets of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder (including Tax and financial accounting) in a manner consistent with the fair market values of such assets (the "Draft Purchase Price Allocation"). If the Seller has any objection to the Draft Purchase Price Allocation, the Seller shall deliver a detailed statement describing his objections to the Buyer within 5 days after receiving the Draft Purchase Price Allocation. The Buyer and the Seller will use reasonable efforts to resolve any such objections themselves. If the Buyer and Seller do not finally resolve any of the objections within 5 days after the Buyer has received the statement of objections, however, the Buyer and the Seller will select, within 5 days, a nationally recognized independent accounting firm mutually acceptable to each party, the agreement to the selection which shall not be unreasonably withheld, to resolve any such differences (the "Arbitrator"). The Arbitrator shall settle any remaining dispute by selecting the position of the party that the Arbitrator determines, in its sole discretion, to be the most correct. The determination of the Arbitrator shall be set forth in writing, delivered to each of the Buyer and the Seller and shall be conclusive and binding on the partiesparties and shall be non-appealable. If The party whose position is not chosen by the Company objects to any portion Arbitrator shall pay all expenses of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Arbitrator. The Draft Purchase Price Allocation, as amended to adjusted for any items of dispute resolved by the extent necessary to reflect Buyer and the resolution Seller and for any determinations of the dispute, Arbitrator shall be conclusive and binding on referred to herein as the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Law."Final

Allocation of Purchase Price. Within sixty (60) calendar days following of the Closing DateClosing, Purchaser Buyer shall deliver provide to TDY a schedule which will provide for the allocation of the Preliminary Purchase Price and the Assumed Liabilities among the Shares, the Transferred Assets and the Tungsten Materials IP assigned pursuant to the Company IP Assignment Agreements, in a draft manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). The Purchase Price Allocation shall attribute such allocated amounts to TDY and the Share Sellers based on their ownership of the Shares, the Transferred Assets and the Tungsten Materials IP assigned pursuant to the IP Assignment Agreement on the date of this Agreement, which ownership allocation is set forth on Section 2.4 of the Seller’s Disclosure Schedule. The Purchase Price Allocation shall be subject to the review and consent of TDY. If TDY does not object to the Purchase Price Allocation by written notice to Buyer within thirty (30) Business Days after receipt, then the Purchase Price Allocation shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement. If TDY objects to the Purchase Price Allocation, it shall notify Buyer in writing of its objection within thirty (30) Business Days after receipt by Buyer of the Purchase Price Allocation and shall set forth in such written notice the disputed item or items and the basis for its objection, and TDY and Buyer shall 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 TDY’s delivery of a valid written notice of objection to the Purchase Price Allocation, Buyer and TDY have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to the Accounting Firm, whose determination shall be binding upon the parties. The fees and expenses of the Accounting Firm in connection with the resolution of any dispute under this Section 2.4 shall be paid fifty percent (50%) by TDY and fifty percent (50%) by Buyer. If necessary, Buyer shall make appropriate adjustments to the Purchase Price Allocation to reflect the difference, if any, between the Preliminary Purchase Price and the Final Purchase Price as determined pursuant to Section 2.3. The parties shall (i) timely file all Tax Returns (including United States Internal Revenue Service Form 8594 containing Purchaser's proposed allocationand any supplemental filings to reflect any revisions to the Purchase Price Allocation) required to be filed in connection with the Purchase Price Allocation, and (ii) prepare and file all Tax Returns and determine all Taxes in a manner consistent with the Purchase Price Allocation. Each of the parties shall notify the other if it receives notice that any Tax Authority proposes any allocation different from that set forth on the Purchase Price Allocation. No party shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with the Purchase Price Allocation (as adjusted as a consequence of any adjustments to the Purchase Price pursuant to Section 1060 of the Code, of the value of the Purchase Price (the “Tax Allocation”). The Company shall have thirty (302.3) days following receipt of the Purchaser's proposed Tax Allocation unless required to notify Purchaser in writing of any objections thereto. If the Company does not do so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation under GAAP or investigation or before any Taxing Authority, except as required by applicable Law.

Allocation of Purchase Price. Within forty-five (45) days following the final determination of the Post-Closing Adjustment, Investor shall prepare and deliver to the Sellers an allocation of the Purchase Price (including, for the avoidance of doubt, assumed liabilities) amongst the assets of the Company (the “Purchase Price Allocation”). The Purchase Price Allocation shall be prepared in accordance with applicable Law, including in accordance with Sections 1060, 751 and 755 of the Code and the Treasury Regulations promulgated thereunder (and any similar Law, as appropriate), and the methodology set forth on Schedule 6.12(g). The Purchase Price Allocation shall be final and binding on all Parties unless, within sixty (60) days following after delivery thereof to Sellers, Sellers deliver a written notice to Investor of its objections to the Closing DatePurchase Price Allocation. Sellers and Investor shall use their reasonable efforts to resolve any disputed items specifically set forth in such written notice. If the Sellers and Investor cannot come to a mutual agreement on the Purchase Price Allocation, Purchaser the matter shall be resolved in accordance with substantially identical procedures as set forth for the resolution of disputes in Section 2.4(e). If Sellers do not timely object to the Purchase Price Allocation or if all disputed items are resolved in accordance with the foregoing sentence, then such Purchase Price Allocation, taking into account the final resolution of any such disputed items (the “Final Allocation Schedule”) shall be binding on all Parties for all Tax purposes. The Investor shall prepare and deliver to the Company a draft Sellers from time to time revised copies of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant such Final Allocation Schedule so as to Section 1060 report any matters on the Final Allocation Schedule that need updating. None of the CodeSellers, of the value of the Purchase Price (the “Tax Allocation”). The Company shall have thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so objectInvestor, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution or any of the dispute and the resulting Tax AllocationCompany’s Subsidiaries shall, which nor shall be conclusive and binding on the parties. The feesthey permit their respective Affiliates to, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in with the Final Allocation Schedule on any examination of any applicable Tax Return; provided, however, that if the IRS (or comparable state, local or non-U.S. authority) makes an inconsistent determination with respect to such position in any refund claima final audit determination, in any litigation or investigation or before any Taxing Authority, except as required by applicable Lawa party shall be entitled to take an inconsistent position following the conclusion of such audit.

Allocation of Purchase Price. Within sixty (60) calendar days following of the Closing DateClosing, Purchaser Buyer shall deliver provide to TDY a schedule which will provide for the allocation of the Preliminary Purchase Price and the Assumed Liabilities among the Shares, the Transferred Assets and the Tungsten Materials IP assigned pursuant to the Company IP Assignment Agreements, in a draft manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the "Purchase Price Allocation"). The Purchase Price Allocation shall attribute such allocated amounts to TDY and the Share Sellers based on their ownership of the Shares, the Transferred Assets and the Tungsten Materials IP assigned pursuant to the IP Assignment Agreement on the date of this Agreement, which ownership allocation is set forth on Section 2.4 of the Seller’s Disclosure Schedule. The Purchase Price Allocation shall be subject to the review and consent of TDY. If TDY does not object to the Purchase Price Allocation by written notice to Buyer within thirty (30) Business Days after receipt, then the Purchase Price Allocation shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement. If TDY objects to the Purchase Price Allocation, it shall notify Buyer in writing of its objection within thirty (30) Business Days after receipt by Buyer of the Purchase Price Allocation and shall set forth in such written notice the disputed item or items and the basis for its objection, and TDY and Buyer shall 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 TDY’s delivery of a valid written notice of objection to the Purchase Price Allocation, Buyer and TDY have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to the Accounting Firm, whose determination shall be binding upon the parties. The fees and expenses of the Accounting Firm in connection with the resolution of any dispute under this Section 2.4 shall be paid fifty percent (50%) by TDY and fifty percent (50%) by Buyer. If necessary, Buyer shall make appropriate adjustments to the Purchase Price Allocation to reflect the difference, if any, between the Preliminary Purchase Price and the Final Purchase Price as determined pursuant to Section 2.3. The parties shall (i) timely file all Tax Returns (including United States Internal Revenue Service Form 8594 containing Purchaser's proposed allocationand any supplemental filings to reflect any revisions to the Purchase Price Allocation) required to be filed in connection with the Purchase Price Allocation, and (ii) prepare and file all Tax Returns and determine all Taxes in a manner consistent with the Purchase Price Allocation. Each of the parties shall notify the other if it receives notice that any Tax Authority proposes any allocation different from that set forth on the Purchase Price Allocation. No party shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with the Purchase Price Allocation (as adjusted as a consequence of any adjustments to the Purchase Price pursuant to Section 1060 of the Code, of the value of the Purchase Price (the “Tax Allocation”). The Company shall have thirty (302.3) days following receipt of the Purchaser's proposed Tax Allocation unless required to notify Purchaser in writing of any objections thereto. If the Company does not do so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation under GAAP or investigation or before any Taxing Authority, except as required by applicable Law.

Allocation of Purchase Price. Within sixty ninety (6090) days following after the Closing Date, Purchaser Buyer shall deliver to Seller a schedule allocating the Purchase Price (including any Liabilities assumed by Buyer that are treated as consideration for Tax purposes) among the assets of the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to and the Subsidiary in accordance with Section 1060 of the Code, of Code and the value of the Purchase Price Treasury Regulations thereunder (the “Tax AllocationAllocation Schedule”). The Company shall have If Seller has any objections to the Allocation Schedule, Seller will deliver to Buyer an Objections Statement setting forth its objections thereto, which statement will identify in reasonable detail the Disputed Items. If an Objections Statement is not delivered to Buyer within thirty (30) days following receipt after delivery of the Purchaser's Allocation Schedule, the Allocation Schedule as prepared by Buyer will be final, binding and non-appealable by the parties. Seller and Buyer will negotiate in good faith to resolve the Disputed Items, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement to Buyer, Seller or Buyer may submit, within ten (10) days after the expiration of the 30-day period and with a copy of such submission to the other party, any unresolved Disputed Items to the Accounting Firm. In the event the parties submit any unresolved Disputed Items to the Accounting Firm, each party will submit an Allocation Schedule (which in the case of each party may be an Allocation Schedule that, with respect to the unresolved Disputed Items (but not, for the avoidance of doubt, with respect to any other items), is different than the Allocation Schedule initially submitted to Seller, or the Objections Statement delivered to Buyer, as applicable) together with such supporting documentation as it deems appropriate, to the Accounting Firm, with a copy to the other party, within thirty (30) days after the date on which such unresolved Disputed Items were submitted to the Accounting Firm for resolution. Seller and Buyer will each be entitled to meet with the Accounting Firm and will use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in any event within thirty (30) days after the date on which the Accounting Firm receives the Allocation Schedules prepared by Seller and Buyer. The Accounting Firm shall review only the unresolved Disputed Items and will resolve such items by issuing a written ruling, which shall include a revised Allocation Schedule prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (provided that the Accounting Firm’s resolution of each unresolved Disputed Item shall consist of the determination of an appropriate value for each such item, which value shall be equal to one of, or between, the values proposed Tax in the Allocation Schedules submitted by Buyer and Seller to the Accounting Firm). Seller and Buyer will use their respective commercially reasonable efforts to cause the Accounting Firm to notify Purchaser them in writing of any objections theretoits resolution of such dispute as soon as practicable. If the Company does not so object, the Tax The Allocation as proposed by Purchaser shall be deemed accepted Schedule rendered by the Company for all purposes hereunder Accounting Firm will be final, binding and shall be conclusive and binding on non-appealable by the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall Each party will bear its own costs and expenses in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect connection with the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the such dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties Accounting Firm. Buyer shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render bear a written report as to the resolution portion of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally Accounting Firm determined by Purchaser multiplying the total such costs and expenses by a fraction, the numerator of which is equal to the aggregate dollar amount of the unresolved Disputed Items submitted to the Accounting Firm that are resolved by the Accounting Firm in Seller’s favor, and the Companydenominator of which is the aggregate dollar amount of such unresolved Disputed Items. Following final determination Seller shall bear the balance of such costs and expenses. Once the Tax Allocation pursuant to this Section 3.3(b)Schedule has been finalized, the Company Seller (and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes its Affiliates) and on all filings, declarations Buyer (and reports with the IRS in respect thereof and its Affiliates) shall not take any position inconsistent therewith in any examination of with the final Allocation Schedule on any Tax Return, in any refund claim, in any litigation Return or investigation or before any Taxing Authority, except as required by applicable Lawotherwise.

Allocation of Purchase Price. Within sixty (60) 90 days following after the determination of the Final Working Capital Ratio, Final Closing DateDate Debt, Final Closing Date Transaction Expenses and Final Closing Date Cash, the Purchaser shall prepare and deliver to the Company Sellers’ Representative a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value allocation of the Purchase Price (and other relevant items for U.S. federal and applicable state Income Tax purposes) among the assets of the Company and the Subsidiaries in a manner consistent with Sections 1060, 751 and 755 of the Code (and applicable Regulations) and Schedule 6.4(g), which sets forth the mutually agreed allocation methodologies that shall be used to determine the final Purchase Price allocation (the “Tax Purchase Price Allocation”). The Company shall have thirty (30) days If the Sellers’ Representative fails to deliver a written notice of objection to the Purchaser within the 20 Business Day period following receipt delivery of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so objectPurchase Price Allocation, the Tax Allocation as proposed by Purchaser Sellers shall be deemed to have accepted the Purchase Price Allocation proposed by the Company for all purposes hereunder and Purchaser to the Sellers’ Representative, which shall be conclusive final and binding on the partiesPurchaser and the Sellers for purposes of their Tax Returns. If, however, the Sellers’ Representative delivers a written notice of objection to the Purchaser within such 20 Business Day period, the Sellers’ Representative and the Purchaser shall endeavor in good faith to resolve any disputed items within 15 Business Days after the date of the Purchaser’s receipt of the Sellers’ Representative’s written notice of objection (or such longer period of time as may be mutually agreed to by the Purchaser and the Sellers’ Representative). If the Company objects Sellers’ Representative and the Purchaser are unable to any portion of Purchaser's proposed Tax Allocation within resolve the required time perioddisputed items, the parties shall in good faith attempt to resolve any dispute and, if Sellers’ Representative and the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties Purchaser shall submit the dispute to an independent accounting firm which is mutually agreeable the Independent Accountant to resolve all items remaining in dispute and the fees and expenses of the Independent Accountant shall be allocated between the Purchaser and the Sellers in the manner provided for by Section 2.5(a). The Purchaser and the Sellers’ Representative shall use commercially reasonable efforts to provide to the parties (Independent Accountant, on a timely basis, all back-up materials relating to the “Arbiter”) for resolutionunresolved disputes requested by the Independent Accountant to the extent available to the Purchaser or its Representatives or the Sellers’ Representative and its Representatives. If The Independent Accountant, in undertaking the parties cannot agree on the selection of an independent accounting firm tasks to be performed by it as provided herein, shall act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by . The Purchaser and the Company, Sellers’ Representative may present to the Independent Accountant any material related to the unresolved disputes (provided that copies of such material shall be provided to the other party) and not by independent review, only those discuss the issues in question with the Independent Accountant (provided that both Parties participate in such discussions, so that no “ex-parte” communications take place with the Independent Accountant). In conjunction with resolving any items in dispute and shall render a written report as to between the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination Sellers’ Representative, within 30 days of engagement of the Tax Allocation pursuant to this Section 3.3(b)Independent Accountant, the Company Independent Accountant shall prepare and deliver to the Purchaser and the Sellers’ Representative a Purchase Price Allocation reflecting its resolution of all issues in dispute. The determination by the Independent Accountant shall make consistent be final, binding and conclusive on the Parties. The Parties shall use the final Purchase Price Allocation to prepare and file IRS Form 8594 “Asset Acquisition Statement Under Section 1060” and any other federal, state, local or foreign Tax Returns (including for purposes of reporting gain from the sale of the Tax Allocation for all Tax purposes Purchased Interests under Sections 741 and on all filings, declarations and reports 751 of the Code). No Party shall take any inconsistent position with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Returnfinal Purchase Price Allocation, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as unless otherwise required by applicable Law.. The Parties shall use commercially reasonable efforts to cooperate in preparing, executing and filing with the IRS and any other state, local or foreign tax authorities all necessary information returns required to be filed with respect to the transactions contemplated by this Agreement. 42

Allocation of Purchase Price. Within sixty (60) 90 days following after the determination of the Final Working Capital Ratio, Final Closing DateDate Debt, Final Closing Date Transaction Expenses and Final Closing Date Cash, the Purchaser shall prepare and deliver to the Company Sellers’ Representative a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value allocation of the Purchase Price (and other relevant items for U.S. federal and applicable state Income Tax purposes) among the assets of the Company and the Subsidiaries in a manner consistent with Sections 1060, 751 and 755 of the Code (and applicable Regulations) and Schedule 6.4(g), which sets forth the mutually agreed allocation methodologies that shall be used to determine the final Purchase Price allocation (the “Tax Purchase Price Allocation”). The Company shall have thirty (30) days If the Sellers’ Representative fails to deliver a written notice of objection to the Purchaser within the 20 Business Day period following receipt delivery of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so objectPurchase Price Allocation, the Tax Allocation as proposed by Purchaser Sellers shall be deemed to have accepted the Purchase Price Allocation proposed by the Company for all purposes hereunder and Purchaser to the Sellers’ Representative, which shall be conclusive final and binding on the partiesPurchaser and the Sellers for purposes of their Tax Returns. If, however, the Sellers’ Representative delivers a written notice of objection to the Purchaser within such 20 Business Day period, the Sellers’ Representative and the Purchaser shall endeavor in good faith to resolve any disputed items within 15 Business Days after the date of the Purchaser’s receipt of the Sellers’ Representative’s written notice of objection (or such longer period of time as may be mutually agreed to by the Purchaser and the Sellers’ Representative). If the Company objects Sellers’ Representative and the Purchaser are unable to any portion of Purchaser's proposed Tax Allocation within resolve the required time perioddisputed items, the parties shall in good faith attempt to resolve any dispute and, if Sellers’ Representative and the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties Purchaser shall submit the dispute to an independent accounting firm which is mutually agreeable the Independent Accountant to resolve all items remaining in dispute and the fees and expenses of the Independent Accountant shall be allocated between the Purchaser and the Sellers in the manner provided for by Section 2.5(a). The Purchaser and the Sellers’ Representative shall use commercially reasonable efforts to provide to the parties (Independent Accountant, on a timely basis, all back-up materials relating to the “Arbiter”) for resolutionunresolved disputes requested by the Independent Accountant to the extent available to the Purchaser or its Representatives or the Sellers’ Representative and its Representatives. If The Independent Accountant, in undertaking the parties cannot agree on the selection of an independent accounting firm tasks to be performed by it as provided herein, shall act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by . The Purchaser and the Company, Sellers’ Representative may present to the Independent Accountant any material related to the unresolved disputes (provided that copies of such material shall be provided to the other party) and not by independent review, only those discuss the issues in question with the Independent Accountant (provided that both Parties participate in such discussions, so that no “ex-parte” communications take place with the Independent Accountant). In conjunction with resolving any items in dispute and shall render a written report as to between the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination Sellers’ Representative, within 30 days of engagement of the Tax Allocation pursuant to this Section 3.3(b)Independent Accountant, the Company Independent Accountant shall prepare and deliver to the Purchaser and the Sellers’ Representative a Purchase Price Allocation reflecting its resolution of all issues in dispute. The determination by the Independent Accountant shall make consistent be final, binding and conclusive on the Parties. The Parties shall use the final Purchase Price Allocation to prepare and file IRS Form 8594 “Asset Acquisition Statement Under Section 1060” and any other federal, state, local or foreign Tax Returns (including for purposes of reporting gain from the sale of the Tax Allocation for all Tax purposes Purchased Interests under Sections 741 and on all filings, declarations and reports 751 of the Code). No Party shall take any inconsistent position with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Returnfinal Purchase Price Allocation, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as unless otherwise required by applicable Law. The Parties shall use commercially reasonable efforts to cooperate in preparing, executing and filing with the IRS and any other state, local or foreign tax authorities all necessary information returns required to be filed with respect to the transactions contemplated by this Agreement.

Allocation of Purchase Price. Within sixty The Purchase Price (60not including, for these purposes, any Contingent Consideration) days following the Closing Date, Purchaser shall deliver will be allocated to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, non-compete covenant pursuant to Section 1060 7.1 and the non-compete agreement between Xxxxx Xxxxxxxx and the Purchaser (collectively, the “Non-Compete Agreements”) and to the Purchased Assets. The portion of the Code, Purchase Price allocated to the Non-Compete Agreements shall be $100,000 and the portion of the value Purchase Price allocated to the Purchased Assets shall be in accordance with their net book value, with any residual portion being allocated to goodwill. The allocation relating to the Purchased Assets shall be attached as Exhibit A at Closing. Seller and Purchaser shall report the transactions contemplated by this Agreement in a manner consistent with such allocation. If Seller receives Contingent Consideration pursuant to Section 3.1 and/or if Purchaser retains all or a portion of the Delayed Stock Consideration pursuant to Section 10.5, Purchaser and Seller agree that the allocation of the Purchase Price (taking into account such Contingent Consideration and/or Delayed Stock Consideration) to the “Tax Allocation”). The Company shall have thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Purchaser Purchased Assets shall be deemed accepted by the Company for all purposes hereunder redetermined, and shall be conclusive that each of Purchaser and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute andSeller will file, if the parties so resolve all disputesnecessary, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports documentation with the IRS in respect thereof to reflect such redetermined allocation. Purchaser and shall not take any position inconsistent therewith in any examination Seller agree to provide each other with their respective federal tax identification numbers at Closing for purposes of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Lawreporting this transaction to the IRS.

Allocation of Purchase Price. Within forty-five (45) days following the final determination of the Agreed Adjustments, the Unit Holder’s Representative shall prepare and deliver to the Coty an allocation of the Purchase Price (including, for the avoidance of doubt, assumed liabilities) amongst the assets of the Company (the “Purchase Price Allocation”). The Purchase Price Allocation shall be prepared in accordance with applicable Law, including in accordance with Sections 1060, 751 and 755 of the Code and the Treasury Regulations promulgated thereunder (and any similar Law, as appropriate), and the methodology set forth on Schedule 8.10. The Purchase Price Allocation shall be final and binding on all Parties unless, within sixty (60) days following the Closing Dateafter delivery thereof to Xxxx, Purchaser shall deliver Xxxx delivers a written notice to the Company a draft Unit Holder’s Representative of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant its objections to Section 1060 of the Code, of the value of the Purchase Price Allocation. The Unit Holder’s Representative and Coty shall use their reasonable efforts to resolve any disputed items specifically set forth in such written notice. If the Unit Holder’s Representative and Coty cannot come to mutual agreement on the Purchase Price Allocation, the matter shall be resolved in accordance with substantially identical procedures as set forth for the resolution of disputes in Section 1.5, provided, that in resolving such dispute, the Accounting Firm shall be bound by the methodology set forth on Schedule 8.10. If Coty does not timely object to the Purchase Price Allocation or if all disputed items are resolved in accordance with the foregoing sentence, then such Purchase Price Allocation, taking into account the final resolution of any such disputed items (the “Final Allocation Schedule”) shall be binding on all Parties for all Tax Allocation”)purposes. The Company Unit Holder’s Representative shall have thirty (30) days following receipt prepare and deliver to Coty from time to time revised copies of such Final Allocation Schedule so as to report any matters on the Final Allocation Schedule that need updating. None of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so objectUnit Holder’s Representative, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time periodCoty, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution or any of the dispute and the resulting Tax AllocationCompany’s Subsidiaries shall, which nor shall be conclusive and binding on the parties. The feesthey permit their respective Affiliates to, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in with the Final Allocation Schedule on any examination of any applicable Tax Return; provided, however, that if the IRS (or comparable state, local or non-U.S. authority) makes an inconsistent determination with respect to such position in any refund claima final audit determination, in any litigation or investigation or before any Taxing Authority, except as required by applicable Lawa party shall be entitled to take an inconsistent position following the conclusion of such audit).

Allocation of Purchase Price. Within sixty (60) 30 days following after the Closing Date, Purchaser the Buyer shall deliver to the Company Sellers a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value of schedule allocating the Purchase Price (and the “Tax Allocation”). The Company shall have thirty (30) days following receipt liabilities of the Purchaser's proposed Tax Allocation to notify Purchaser in writing Company among the assets of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder (including Tax and financial accounting) in a manner consistent with the fair market values of such assets (the "Draft Purchase Price Allocation"). If the Sellers have any objection to the Draft Purchase Price Allocation, the Sellers shall deliver a detailed statement describing their objections to the Buyer within 5 days after receiving the Draft Purchase Price Allocation. The Buyer and the Sellers will use reasonable efforts to resolve any such objections themselves. If the Buyer and Sellers do not finally resolve any of the objections within 5 days after the Buyer has received the statement of objections, however, the Buyer and the Sellers will select, within 5 days, a nationally recognized independent accounting firm mutually acceptable to each Party, the agreement to the selection which shall not be unreasonably withheld, to resolve any such differences (the "Arbitrator"). The Arbitrator shall settle any remaining dispute by selecting the position of the Party that the Arbitrator determines, in its sole discretion, to be the most correct. The determination of the Arbitrator shall be set forth in writing, delivered to each of the Buyer and the Sellers and shall be conclusive and binding on the partiesParties and shall be non-appealable. If The Party whose position is not chosen by the Company objects to any portion Arbitrator shall pay all expenses of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Arbitrator. The Draft Purchase Price Allocation, as amended to adjusted for any items of dispute resolved by the extent necessary to reflect Buyer and the resolution Sellers and for any determinations of the dispute, Arbitrator shall be conclusive and binding on referred to herein as the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Law."Final

Allocation of Purchase Price. Within sixty Seller and Sub agree that for Federal income tax purposes the values of the Purchased Assets and the Assumed Liabilities shall be the Purchase Price (60) days following "Tax Purchase Price"). The allocation of such values shall be based on a joint determination, made in good faith, of the Closing Datefair market values of the Purchased Assets and Assumed Liabilities, Purchaser shall deliver and such allocation is intended by the parties to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder. Such allocation will be determined by Sub, insofar as possible, in accordance with generally accepted accounting principles. Notwithstanding anything provision of this Agreement or any document to be executed in connection herewith that may suggest otherwise, the parties acknowledge and agree that substantially all of the value of the Purchased Assets and Assumed Liabilities rests with those Purchased Assets and Assumed Liabilities acquired or to be acquired by Sub from Gaia Holdings. In connection therewith, any portion of the Cash/Note Portion of the Purchase Price (Price, the “Tax Allocation”)NATK Shares or the other consideration provided in connection with the purchase of the Purchased Assets that is being paid or delivered to any party other than Gaia Holdings is being so paid at the request and instruction of Gaia Holdings. Seller and Sub shall prepare within two weeks of the Closing Date and timely file the applicable Form 8594 with their respective Federal income tax returns for the taxable year that includes the Closing Date. The Company parties agree to use the allocation set forth on the agreed-to allocation in all returns and reports filed with the taxing authorities. Each party shall have thirty (30) days following receipt of take no action inconsistent with the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections theretoallocation reported on the Form 8594. If the Company does not so objectInternal Revenue Service, or any other taxing authority, challenges the allocation of the Purchase Price, the Tax Allocation as proposed by Purchaser party whose return is being examined shall be deemed accepted by promptly notify the Company for all purposes hereunder other party and shall be conclusive and binding on promptly keep the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve other party fully informed regarding all disputes, Purchaser's proposed Tax Allocation, as amended developments with respect to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination allocation of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable LawPurchase Price.

Allocation of Purchase Price. Within sixty (60) days following The Parties acknowledge that the Closing Date, Purchaser shall deliver to ---------------------------- transaction contemplated by this Agreement will be treated for Tax purposes as the taxable sale by the Existing Member of all of the assets and business of the Company a draft to HDA. The sum of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value of (i) the Purchase Price plus (ii) the “Tax Allocation”). The Company shall have thirty (30) days following receipt liabilities of the Purchaser's proposed Tax Allocation to notify Purchaser Company assumed by HDA by reason of the purchase of all of the units in writing of any objections thereto. If the Company does not so object, represent the Tax Allocation as proposed by Purchaser shall be deemed accepted amount agreed upon by the Company parties to be the aggregate consideration paid for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion assets of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not shall be allocated among the assets of the Company in accordance with a schedule (the "Allocation Schedule") to be agreed upon after the Closing Date by independent review, only those issues in dispute HDA and the Existing Member. HDA shall render a written report as prepare and deliver the Allocation Schedule to the resolution Existing Member for his review and approval within 45 days after the period for making any adjustment to the Purchase Price expires (as provided in Section 1.2 hereof), and the Existing Member shall deliver to HDA any proposed adjustments thereto within 30 days of his receipt of the dispute Allocation Schedule. If the Existing Member does not deliver to HDA proposed adjustments to the Allocation Schedule within such time, he shall be deemed to agree with the Allocation Schedule as prepared by HDA. In the event that the Existing Member proposes adjustments to the Allocation Schedule as prepared by HDA, HDA and the resulting Tax AllocationExisting Member shall negotiate in good faith to resolve their differences. If the disagreement is not resolved by mutual agreement among the Parties within 45 days of HDA's receipt of the Existing Member's proposed adjustments, which shall such dispute will be conclusive resolved by a BFAF, other than PricewaterhouseCoopers LLP, selected by mutual agreement of HDA and binding on the partiesExisting Member. The fees, costs and expenses of the Arbiter resolving such a dispute shall be borne equally by Purchaser HDA and the CompanyExisting Member. Following final determination The Allocation Schedule shall comply with the requirements of Section 1060 of the Tax Allocation Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. Any subsequent indemnification payment treated as an adjustment to the Purchase Price pursuant to this Section 3.3(b)Sections 5.2(h) and 8.7 shall be reflected as an adjustment to the amount set forth on the Allocation Schedule that is allocated to the specific asset, if any, giving rise to the adjustment, and if any such adjustment does not relate to a specific asset, such adjustment shall be allocated among the assets of the Company and Purchaser shall make consistent use acquired hereunder in accordance with Section 1060 of the Tax Allocation Code and the regulations promulgated thereunder. HDA and the Existing Member shall (i) report for all Tax purposes and on all filings, declarations and reports the purchase of the assets in a manner consistent with the IRS Allocation Schedule and in respect thereof a manner consistent with all applicable rules and shall regulations; (ii) timely file a Form 8594 in accordance with the Allocation Schedule; (iii) not take any position inconsistent therewith assert, in any examination of connection with any Tax Return, Tax audit or similar proceedings, any allocation that differs from that agreed to herein; and (iv) notify the other Party in the event any refund claim, in any litigation taxing authority is taking or investigation or before any Taxing Authority, except as required by applicable Lawproposing to take a position inconsistent with such allocation.

Allocation of Purchase Price. The parties to this Agreement agree that the Merger Consideration and the liabilities of the Subsidiaries as of the Effective Time (plus other relevant items) will be allocated to the assets of the Subsidiaries and to Seller’s covenants set forth in Section 5.27 for all purposes (including Tax purposes) in a manner consistent with Code Sections 338 and 1060 and the Treasury Regulations thereunder. In particular, and notwithstanding anything in this Agreement to the contrary, the parties to this Agreement agree that $4,000,000 of the Merger Consideration shall be allocated for all purposes (including Tax and financial accounting purposes) to Seller’s covenants set forth in Section 5.27. Within sixty (60) 90 days following after the Closing Date, Purchaser Buyer shall deliver provide to the Company Parent a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 allocation of the Code, balance of the value Merger Consideration (and the aforementioned liabilities and other relevant items) among the assets of the Subsidiaries (“Purchase Price (the “Tax Allocation”). The Company Parent shall have thirty (30) propose to Buyer any changes in the draft Purchase Price Allocation within 30 days following receipt of the Purchaser's receipt thereof. In the event that no changes are proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so objectto Buyer within such time, the Tax Allocation as proposed by Purchaser Parent shall be deemed accepted by to have agreed to the Company for all purposes hereunder and shall be conclusive and binding on the partiesPurchase Price Allocation. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time periodchanges are proposed, the parties Parent and Buyer shall negotiate in good faith attempt and shall use reasonable efforts to resolve any dispute andagree upon a final Purchase Price Allocation. Buyer, the Company, the Subsidiaries and the Parent shall file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with such allocation. Notwithstanding the foregoing, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive Parent and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties Buyer cannot agree on the selection of an independent accounting firm to act as Arbitera purchase price allocation, the parties shall request the American Arbitration Association Parent and Buyer covenant and agree to appoint such an Arbiterfile, and such appointment shall be conclusive cause their respective Affiliates to file, all Tax Returns consistent with each of the Parent’s and binding on the parties. PromptlyBuyer’s respective good faith allocations, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert unless otherwise required by Law and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as subject to the resolution of agreement set forth above regarding the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS allocation in respect thereof and shall not take any position inconsistent therewith of Seller’s covenants set forth in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable LawSection 5.27.

Allocation of Purchase Price. Within sixty (60) days following Purchaser and the Closing Date, Purchaser shall deliver Sellers will cooperate in good faith to determine the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value appropriate allocation of the Purchase Price (the “Purchase Price Allocation”) in accordance with the provisions of this Section 3.5; provided, however, that the manner of allocating the Purchase Price to the Shares and the covenant not to compete (see Section 7.1) is subject to the requirements of Schedule 3.5. Purchaser and the Sellers shall use the Purchase Price Allocation as the basis for reporting asset values and other items for purposes of all Tax Returns. Purchaser and the Sellers agree to treat and report (and, if necessary, to cause each of their Affiliates to treat and report) the transactions provided for in this Agreement in a manner consistent with the Purchase Price Allocation; provided, however, that Purchaser and the Sellers hereby agree that such allocation will in no way be viewed or asserted by any party as indicative of the Losses that would be suffered by Purchaser if a Seller were to breach the provisions of Section 7.1. In order to facilitate the determination of the Purchase Price Allocation, within 15 days after the final determination of the Closing Date Balance Sheet in accordance with Section 3.3(a), Purchaser will deliver to the Sellers Representative, on behalf of Sellers, a written proposal that sets forth an appropriate allocation of the Purchase Price (the “Proposed Purchase Price Allocation”). The Company Sellers shall have thirty (30) the right for 30 days following receipt of the Purchaser's proposed Tax Proposed Purchase Price Allocation to notify object to the allocations described therein. Any objection made by the Sellers shall be accompanied by materials showing in reasonable detail the Sellers’ support for their position. The Sellers shall be deemed to have waived any rights to object under this Agreement, unless the Sellers furnish their written objections, together with supporting materials, to Purchaser within such 30-day period. Purchaser and the Sellers shall meet to resolve any differences in writing of any objections theretotheir respective positions with respect to the Purchase Price Allocation. If the Company does not so objectparties are unable to agree upon a Purchase Price Allocation, Purchaser or Agent may submit the matter to be resolved through an abitration procedure conducted in accordance with Section 10.3. If there is no timely objection as provided above, the Tax Proposed Purchase Price Allocation as proposed determined by Purchaser shall be deemed accepted binding and constitute the Purchase Price Allocation for purposes of this Agreement. If there is a timely objection as provided above, the Purchase Price Allocation as revised, if applicable, by the Company for all purposes hereunder agreement of Purchaser and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall Agent or through arbitration as provided in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the disputeSection 10.3, shall be conclusive binding and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice final for purposes of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable LawAgreement.

Allocation of Purchase Price. Within sixty The Final Purchase Price and the amount of the Assumed Liabilities (60to the extent they constitute part of the amount realized by the Seller for federal income tax purposes) shall be allocated among the Purchased Assets in accordance with this Section 9.7 with $300,000 allocated to the non-competition agreement set forth in Section 9.10. The Buyer initially shall determine the allocation and notify the Seller in writing of such allocation (“Buyer’s Allocation Notice”), within 150 days following after the Closing Date. The Seller shall be deemed to have accepted the allocation set forth in the Buyer’s Allocation Notice unless, Purchaser shall deliver within 30 days after the date of delivery of the Buyer’s Allocation Notice, the Seller notifies the Buyer in writing of (i) each amount set forth in the Buyer’s Allocation Notice with which the Seller disagrees and (ii) for each such amount, the amount that the Seller proposes as the appropriate amount. If the Seller timely provides such notification to the Company a draft Buyer, the parties shall apply the principles of Internal Revenue Service Form 8594 containing Purchaser's proposed allocationSection 2.3(c) to resolve any disputed amounts. In all events and notwithstanding any other provision hereof, the parties agree that (i) the amount allocated to inventory shall equal the current cost paid by the Buyer for substantially identical items purchased in substantially identical quantities from the Buyer’s suppliers in the ordinary course of business, as determined by the Buyer for financial accounting purposes; (ii) the amount allocated to tangible personal property (other than inventory or items of fully depreciated or expensed property) shall be such property’s net book value as of the Closing Date; and (iii) the amount allocated to any fully depreciated or expensed tangible personal property may not exceed ten percent (10%) of such property’s original cost to the Seller, unless such amount is supported by an appraisal obtained by the Buyer. The allocation made pursuant to this Section 9.7 is intended to comply with the allocation method required by Section 1060 of the Code, of the value of the Purchase Price (the “Tax Allocation”). The Company shall have thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt cooperate to resolve comply with all procedural requirements of Section 1060 and the regulations thereunder. The Buyer and the Seller agree that they will not take nor will they permit any dispute andaffiliated person to take, if for income tax purposes, any position inconsistent with the parties so resolve all disputesallocation made pursuant to this Section9.7; provided, Purchaser's proposed Tax Allocationhowever, as amended to that the extent necessary Buyer’s cost for the Purchased Assets may differ from the total amount allocated hereunder to reflect the resolution inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Lawtotal amount so allocated.

Allocation of Purchase Price. Within sixty Seller and Purchaser agree that the Consideration (60and other relevant items treated as purchase price for U.S. federal income tax purposes) days following shall be allocated among the Closing Date, Purchaser shall deliver to assets of the Successor Company for all Tax and financial accounting purposes in a draft manner consistent with the principles of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of Code and the value of Treasury Regulations thereunder and as shown on the Purchase Price allocation schedule (the “Tax AllocationPreliminary Allocation Schedule”), prepared by Purchaser in accordance with the allocation methodology set forth on Schedule 6.1(g). The Preliminary Allocation Schedule shall be updated (applying the same principles as used to determine the Preliminary Allocation Schedule) and delivered by Purchaser to Seller within fifteen (15) calendar days after the final determination of the Final Consideration pursuant to Section 2.3 (as updated, the “Allocation Schedule”). The Company Allocation Schedule shall be subject to the review and consent of Seller. Seller shall have the right to withhold its consent (in accordance with the standards set forth in this Section 6.1(g)) to any portion of the Allocation Schedule by written notice to Purchaser. If Seller does not object to the Allocation Schedule by written notice to Purchaser within thirty (30) days following after receipt by Seller of the Purchaser's proposed Tax Allocation Schedule, then the Allocation Schedule shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such Allocation Schedule shall be subject to adjustment upon and as a result of any adjustment to the amounts used to determine the allocations used to prepare the Allocation Schedule under this Agreement. If Seller objects to the Allocation Schedule (or any portion thereof), it shall notify Purchaser in writing of its objection to the Allocation Schedule within thirty (30) days after receipt by Seller of the Allocation Schedule, and the Parties agree to resolve any objections theretosuch disagreement in good faith. If the Company does not so object, the Tax Allocation as proposed by Seller and Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt are unable to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended with respect to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute Allocation Schedule within fifteen thirty (1530) days after Seller delivers such notice of objection is given disagreement, then the dispute shall be finally and conclusively resolved by the Company to Purchaser, Accounting Firm in accordance with the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution principles of the dispute and resolution procedure set forth in Section 2.3(c). Unless otherwise required by a final “determination” (within the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses meaning of Section 1313(a) of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(bCode), the Company Parties shall file all Tax Returns in a manner consistent with the Allocation Schedule and Purchaser further agree not to take any Tax position inconsistent with the Allocation Schedule for Tax reporting purposes. Any adjustment to the Consideration shall make consistent use be allocated as provided by Section 1.1060-1(c) of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable LawTreasury Regulations.

Allocation of Purchase Price. Within sixty The Buyer and the Seller shall ---------------------------- use their good faith best efforts to agree upon an allocation among the Acquired Assets of the sum of the Purchase Price and the Assumed Liabilities consistent with Section 1060 of the Code and the Treasury Regulations thereunder within 120 days of the Effective Date (60or such later date as the Parties may mutually agree) but in no event fewer than 30 days following prior to the Closing. Because the assets of the Decommissioning Trust and the Provisional Trust (if any) are exclusively and unalterably dedicated to secure the liability for decommissioning Pilgrim when its license expires, the Parties intend and expect that the Buyer's assumption of the Pilgrim decommissioning liabilities pursuant to Section 2.3(e) will constitute purchase price paid for Seller's right, title and interest in the Decommissioning Trust and the Provisional Trust, and concomitantly intend that purchase price represented by such assumed liabilities will be allocated between the Decommissioning Trust and the Provisional Trust in proportion to their respective fair market values as of the Closing Date. The Buyer and the Seller may jointly agree to obtain the services of an independent engineer or appraiser (the "Independent Appraiser") to assist the Parties in determining the fair value of the Acquired Assets solely for purposes of such allocation under this Section 2.7. If such an appraisal is made, Purchaser both the Buyer and the Seller agree to accept the Independent Appraiser's determination of the fair value of the Acquired Assets. The cost of the appraisal shall deliver be borne equally by the Buyer and the Seller. Each of the Buyer and the Seller agrees to the Company a draft of file Internal Revenue Service Form 8594 containing Purchaser's proposed and all federal, state, local and foreign Tax Returns in accordance with such agreed allocation, pursuant to Section 1060 of the Code, of the value of the Purchase Price (the “Tax Allocation”). The Company shall have thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended Except to the extent necessary required to reflect comply with audit determinations by a taxing authority with jurisdiction over either party, both the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser Buyer and the Company, and not Seller shall report the transactions contemplated by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute this Agreement and the resulting Related Agreements for federal Income Tax Allocation, which shall be conclusive and binding on all other Tax purposes in a manner consistent with the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation allocation determined pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use 2.7. Each of the Tax Allocation for all Tax purposes Buyer and on all filingsthe Seller agrees to provide the other promptly with any other information required to complete Form 8594. Each of the Buyer and the Seller shall notify and provide the other with reasonable assistance in the event of an examination, declarations and reports with audit or other proceeding regarding the IRS in respect thereof and shall not take any position inconsistent therewith in any examination agreed upon allocation of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Lawthe Purchase Price.

Allocation of Purchase Price. Within sixty (60) 120 days following of the determination of the Final Net Non-Cash Working Capital and Closing DateDate Cash, Purchaser the Buyer shall prepare and deliver to the Company Seller a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value allocation of the Purchase Price (the “Tax Allocation”). The Company shall have thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections theretoPrice. If the Company does not so objectSeller fails to deliver a written notice of objection to the Buyer within the twenty (20) Business Day period following delivery of the proposed Purchase Price allocation, the Tax Allocation as proposed by Purchaser Seller shall be deemed to have accepted the Purchase Price allocation proposed by the Company for all purposes hereunder and Buyer to the Seller, which shall be conclusive final and binding on the partiesBuyer and the Seller for purposes of their Tax Returns. If If, however, the Company objects Seller delivers a written notice of objection to any portion of Purchaser's proposed Tax Allocation the Buyer within the required time such twenty (20) Business Day period, the parties Seller and the Buyer shall endeavor in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute disputed items within fifteen (15) days Business Days after the date of the Buyer’s receipt of the Seller’s written notice of objection is given by objection. If the Company Seller and the Buyer are unable to Purchaserresolve the disputed items, the parties Seller and the Buyer shall submit the dispute to an independent accounting firm which is mutually agreeable the Independent Accountant to resolve all items remaining in dispute and the fees and expenses of the Independent Accountant shall be allocated between the Buyer and the Seller in the manner provided for by Section 2.6(a)(vii). The Buyer and the Seller shall provide to the parties (Independent Accountant, on a timely basis, all back-up materials relating to the “Arbiter”) for resolutionunresolved disputes requested by the Independent Accountant to the extent available to the Buyer or its representatives or the Seller and his representatives. If The Independent Accountant, in undertaking the parties cannot agree on the selection of an independent accounting firm tasks to be performed by it as provided herein, shall act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser . The Buyer and the Company, Seller may present to the Independent Accountant any material related to the unresolved disputes (provided that copies of such material shall be provided to the other party) and not by independent review, only those discuss the issues in question with the Independent Accountant (provided that both parties participate in such discussions, so that no “ex-parte” communications take place with the Independent Accountant). In conjunction with resolving any items in dispute between the Buyer and the Seller, within thirty (30) days of engagement of the Independent Accountant, the Independent Accountant shall render a written report as prepare and deliver to the Buyer and the Seller a Purchase Price allocation reflecting its resolution of all issues in dispute. The determination by the dispute and the resulting Tax Allocation, which Independent Accountant shall be final, binding and conclusive and binding on the partiesParties. The feesParties shall use the final Purchase Price allocation to prepare and file IRS Form 8883 “Asset Allocation Statement Under Section 338” and any other state, costs local or foreign tax returns, if such an election is made under Section 6.7(h). No Party shall take any inconsistent position with the final Purchase Price allocation. The Parties shall cooperate in preparing, executing and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports filing with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination other state, local or foreign tax authorities all necessary information returns required under Section 338 of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Lawthe Code and the Regulations promulgated thereunder.

Allocation of Purchase Price. Within sixty The portion of the Purchase Price paid in exchange for the Acquired Assets pursuant to Section 4.01, together with the allocable portion of the Assumed Liabilities and any other relevant items, shall be allocated among the Acquired Assets in accordance with this Section 4.06 (60) days following such allocations, the "Purchase Price Allocations"). As promptly as practicable after the Closing Date, Purchaser shall deliver prepare or cause to be prepared, and shall submit to Seller, a draft version of the Purchase Price Allocations, which (i) shall be prepared in accordance with the principles of Schedule 4.06, but with respect to any particular asset described on Schedule 4.06, only to the Company extent that the allocation specified on Schedule 4.06 is reasonable and (ii) shall be determined in accordance with Section 1060 of the Code and the applicable Treasury regulations thereunder. Purchaser and Seller shall report the Tax consequences of the transactions contemplated by this Agreement in a draft manner consistent with the Purchase Price Allocations, as determined pursuant to this Section 4.06, and shall not take any action or position that is inconsistent therewith. In the event a dispute arises between Purchaser and Seller with respect to the determination of the Purchaser Price Allocations, such dispute shall be resolved by Grant Thornton in the manner provided to resolve any disputes with respxxx xx xxx xxxculation of EBITDA or Earn-Outs in Section 4.02(a). Purchaser and Seller shall mutually prepare and file in accordance with applicable Treasury regulations and in accordance with the Purchase Price Allocations, Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant and any forms or documents required to Section 1060 be filed with respect to such matters with state or local taxing authorities with respect to the acquisition by Purchaser of the Code, of the value of the Purchase Price (the “Tax Allocation”). The Company shall have thirty (30) days following receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall be deemed accepted by the Company for all purposes hereunder and shall be conclusive and binding on the parties. If the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable LawAcquired Assets.

Allocation of Purchase Price. Within sixty one hundred twenty (60120) days following after the Closing Date, Purchaser Buyer shall deliver to Seller a Certificate of Allocation detailing the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value allocation of the Purchase Price (among the “Tax Allocation”)Purchased Assets and Seller's other covenants set forth in this Agreement. The Company Seller shall have thirty review the Purchase Price Allocation set forth by the Buyer. The Purchase Price Allocation as set forth must be satisfactory to both the Buyer and the Seller. If within forty-five (3045) days following receipt delivery of its computation of the PurchaserPurchase Price Allocation, Seller has not given the Buyer written notice of Seller's proposed Tax objection to the Buyer's computation of the Purchase Price Allocation, then the Purchase Price Allocation to notify Purchaser in writing of any objections thereto. If the Company does not so object, the Tax Allocation as proposed by Purchaser shall will be deemed accepted by the Company for all purposes hereunder and shall be conclusive final and binding on the partiesBuyer and the Seller. If Seller gives such notice of objection, Buyer and the Company objects to any portion of Purchaser's proposed Tax Allocation within the required time period, the parties Seller shall negotiate in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute such disputes within fifteen (15) days following the delivery of such objection by Seller. If Buyer and the Seller are unable to resolve such disputes, then the issues in dispute will immediately be submitted to a mutually agreed upon CPA Firm (the "Accountants") for resolution within thirty (30) days after notice such submission. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its stockholders (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination of objection is given the Purchase Price Allocation as of the Closing Date and to discuss the determination of the Purchase Price Allocation as of the Closing Date with the Accountants; (ii) the determination of the final Purchase Price Allocation as of the Closing Date by the Company Accountants, as set forth in a notice delivered to Purchaserboth parties by the Accountants, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall will be conclusive final and binding on the parties. Promptly, but no later than twenty Buyer and the Seller; and (20iii) days after acceptance Seller and the Buyer shall each bear 50% of appointment as Arbiter, the Arbiter shall determine (it being understood that in making fees of the Accountants for such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser . The Buyer and the Company, and not by independent review, only those issues in dispute and Seller shall render a written report as to use the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax agreed upon or arbitrarily assigned Purchase Price Allocation for all Tax income tax purposes and on agree to file all filingsrequired Returns (including, declarations and reports without limitation, Returns required under Section 1060 of the Code) consistent with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by applicable Lawsuch Purchase Price Allocation.

Allocation of Purchase Price. Within The Buyer and the Seller agree to allocate the Purchase Price among the Transferred Assets and the Assumed Liabilities (the “Allocation”) as provided in Schedule 3.2 hereof. The Buyer and the Seller agree that the Allocation shall be made pursuant to the following procedure: The Buyer shall prepare at its cost and expense and deliver to the Seller a proposed allocation of the Purchase Price and Assumed Liabilities among the Transferred Assets (“Buyer’s Appraisal”) within sixty (60) days following after the Closing Date. The Seller shall accept and agree to the allocation unless such allocation is unreasonable, Purchaser in which case the Seller shall deliver written notice to the Company a draft of Internal Revenue Service Form 8594 containing Purchaser's proposed allocation, pursuant to Section 1060 of the Code, of the value of the Purchase Price (the “Tax Allocation”). The Company shall have Buyer within thirty (30) days following after the Seller’s receipt of the Purchaser's proposed Tax Allocation to notify Purchaser in writing of any objections theretoBuyer’s Appraisal. If the Company does not Seller so objectobjects to the Allocation based on Buyer’s Appraisal, the Tax Allocation as proposed by Purchaser shall be deemed accepted by Seller and the Company for all purposes hereunder and shall be conclusive and binding on the partiesBuyer will attempt in good faith to resolve any such disagreement. If the Company objects Seller and the Buyer are unable to any portion of Purchaser's proposed Tax reach an agreement on the Allocation within thirty (30) days of the required time periodSeller’s notice of its objection to Buyer’s Appraisal, any disagreement shall be resolved by the parties shall in good faith attempt submission of Buyer’s Appraisal and any information upon which the Seller relies to resolve any dispute and, if the parties so resolve all disputes, Purchaser's proposed Tax Allocation, as amended object to Buyer’s Appraisal to a qualified valuation firm mutually acceptable to the extent necessary to reflect Buyer and the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of objection is given by the Company to Purchaser, the parties shall submit the dispute to an independent accounting firm which is mutually agreeable to the parties Seller (the “ArbiterQV Firm”) for resolution). If In the parties cannot agree on absence of agreement with respect to the selection of an independent accounting firm the QV Firm, the Buyer shall be entitled to select the QV Firm. The Seller shall bear any and all costs incurred in engaging the QV Firm with respect to the Allocation. The Buyer and the Seller further agree to act as Arbiter, in accordance with the parties shall request Allocation (including any allocation made by the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitratorQV Firm), based solely on written submissions by Purchaser and the Company, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of the Arbiter shall be borne equally by Purchaser and the Company. Following final determination of the Tax Allocation pursuant to this Section 3.3(b), the Company and Purchaser shall make consistent use of the Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Returnif any, in any refund claimTax Returns or similar filings. In the event that any Tax authority disputes the Allocation, in any litigation if any, the Seller or investigation or before any Taxing Authoritythe Buyer, except as required by applicable Lawthe case may be, shall promptly notify the other party of the nature of such dispute.