Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. Buyer and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer and Seller agree that The Purchase Price shall be allocated among the fair market value Purchased Assets, the grant of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by license under the parties (Seller Multi-Application Technology pursuant to Section 2.5 and, as applicable, the “Appraisal”). All costs and expenses grant of the accounting or appraisal firm in preparing sublicense pursuant to the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) Sublicense Agreement in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountantthereunder, and the parties shall use reasonable best efforts Acquiror and the Seller agree to cause such resolution to (a) be rendered within thirty bound by the allocation, (30b) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation act in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, preparation of financial statements and the parties shall report consistently with such Final Allocation, as adjusted, on filing of all Tax Returns (or timely amend already filed including, without limitation, filing Internal Revenue Service Form 8594 with their United States federal income Tax Returns to reflect such adjusted Final AllocationReturn for the taxable year that includes the date of the Closing) and not in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (c) take any no position contrary thereto in such and cause their Affiliates to take no position inconsistent with the allocation for income Tax Returns or otherwisepurposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code Code. The Acquiror shall initially determine and send written Notice to the Seller of the allocation of the Purchase Price within thirty (or any similar provision 30) days after the Closing Date. The Seller will be deemed to have accepted such allocation unless it provides written Notice of applicable statedisagreement to the Acquiror within ten (10) days after the receipt of the Seller’s Notice of allocation. If the Seller provides such Notice of disagreement to the Acquiror, local or foreign Law)the parties shall proceed in good faith to determine the allocation in dispute. If, within ten (10) days after the Acquiror receive the Seller’s Notice of disagreement, the parties have not reached agreement, the Accountants shall be engaged to determine the final allocation in dispute. The Seller and the Acquiror shall share equally the fees of such Accountants. Not later than thirty (30) days prior to the filing of their respective Internal Revenue Service Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Internal Revenue Service Form 8594.

Allocation of Purchase Price. Buyer and Seller The Parties agree that to treat the fair market value purchase of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by Interests as the parties (purchase of all the “Appraisal”). All costs and expenses assets of the accounting or appraisal firm in preparing the Appraisal shall be borne Company by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposespurposes and agree to allocate the Purchase Price among the assets of the Company in accordance with Section 1060 of the Code. Not later than 90 days after the Closing, Buyer shall deliver to the SN Parties a statement, allocating the Purchase Price among the assets of the Company (“Allocation Statement”). The SN Parties shall have 30 days to review and notify Buyer in writing of any reasonable, good faith disagreement with the Allocation Statement. If the SN Parties do not timely notify Buyer of any such disagreement with the Allocation Statement, the SN Parties shall be conclusively deemed to have accepted and agreed to the Allocation Statement. If the SN Parties notify Buyer within 30 days of any such disagreement, the Parties shall use reasonable efforts to resolve such dispute within 30 days. In the event that the Parties are unable to resolve such dispute within 30 days, the Parties shall retain a mutually agreeable, nationally recognized accounting firm (that does not have a material relationship with any of the Parties, or any of their respective Affiliates) (the “Tax Allocation Referee”) to resolve the disputed items. Notwithstanding anything to the contrary herein, the Parties (and the Tax Allocation Referee, if applicable) shall resolve all disputed items no later than 30 days after retaining the Tax Allocation Referee. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses payable to the Tax Allocation Referee shall be split equally between Buyer and the SN Parties. The Parties agree to (i) be bound by the Allocation Statement and (ii) act in accordance with the Appraisal Allocation Statement in the preparation, filing and Section 1060 audit of any Tax Return (including filing Form 8594 with a federal income Tax Return for the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date taxable year that is thirty (30) days after includes the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”Closing). The parties Neither Buyer nor the SN Parties shall file all applicable Tax Returns consistent with such Final Allocation and not take agree to any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any proposed adjustment to the Purchase Price pursuant to this AgreementAllocation Statement by any Tax Authority without first giving the other Party prior written notice; provided, however, that nothing contained herein shall prevent Buyer or the SN Parties from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Allocation Statement, and neither Buyer nor the parties SN Parties shall report consistently with be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Allocation Statement.

Allocation of Purchase Price. Buyer and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller at Closing a copy of preliminary allocation among the Appraisal and an allocation statement with its proposed allocations of the applicable portions Auctioned Assets of the Purchase Price (and any among such other applicable amounts treated as consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for U.S. federal the Auctioned Assets for Federal income tax purposes) , and, as soon as practicable following the Closing (but in accordance any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder (and any similar provisions of state, local, or non-U.S. "Applicable Law, as appropriate"). From and after the date hereofIf Seller so determines, Seller shall cooperate with within 20 Business Days thereafter propose any changes necessary to cause the Buyer, as and Allocation to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, prepared in accordance with such allocationsApplicable Law. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer Within 10 Business Days following delivery of such notice from Sellerproposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to agree on resolve any disputed objections within 10 Business Days thereafter, such allocation(s) within objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such thirty (30) day period, then disputed items regarding the parties shall hire and consult Allocation was prepared in accordance with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicableApplicable Law. The determination by the Independent Accountant on the matter Accountants shall be binding. If an Independent Accountant is engaged pursuant instructed to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by deliver to Seller and Buyer in inverse proportion as such parties may prevail on the resolution a written determination of the disagreement which proportionate proper allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment of such disputed items within 20 Business Days. Such determination shall be made within three (3) Business Days of conclusive and binding upon the resolution by the Independent Accountantparties hereto for all purposes, and the parties Allocation shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission so adjusted (the final allocation after resolution of all disputesAllocation, including the adjustment, if any, is to be referred to herein as, as the “"Final Allocation”"). The parties fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all applicable Federal, state, local and foreign Tax Returns consistent Returns, in accordance with such Final Allocation and not take any position contrary thereto to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update a manner consistent with the Final Allocation Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in accordance connection with (or otherwise affected by) the allocation methodology utilized transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreementevent of an examination, and audit or other proceeding regarding the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. Sellers and Buyer and Seller agree that to allocate the fair market value of total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and including any other applicable amounts Assumed Liabilities treated as consideration for U.S. federal and applicable state and local income tax Tax purposes) among the Purchased Assets for all Tax purposes in accordance with the Appraisal and Section 1060 of the Internal Revenue Code and of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (and any similar provisions of state, local, or non-U.S. Law, with Sellers’ cooperation as appropriate). From and after the date hereof, Seller reasonably requested) shall cooperate with the Buyer, as and deliver to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) Sellers within 60 days after the date Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of receipt Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Seller of Xxxxx and Sellers in good faith) (the Appraisal “Neutral Accountant”) to resolve the remaining disputed items. Buyer and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement Sellers shall be final and binding present their respective positions on the parties disputed items to the Neutral Accountant in writing, and the parties shall complete require the Neutral Accountant, within 30 days thereafter, acting as an expert and timely file any necessary Tax formsnot an arbitrator, to resolve only the matters objected to by Sellers and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, not resolved by the parties shall negotiate in good faith with respect to finalize such disputed allocation(s) no later than thirty (30) days after the date determination of receipt the Allocation Schedule. The resolution by Buyer the Neutral Accountant of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) matters shall be within such thirty (30) day period, then the range of the amounts claimed by the parties shall hire and consult with in their written submissions to the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicableNeutral Accountant. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, All of the fees and expenses of the Independent Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by Seller and Buyer in inverse proportion as the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined disputed items by the Independent Accountant Neutral Accountant. Each party shall bear any fees and be included in expenses of its own accountants, attorneys and other representatives with respect to the Independent Accountant’s written reportmatters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocationincluding amended returns and claims for refund) and not take any position contrary thereto information reports in a manner consistent with such Tax Returns or otherwisefinally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable state, local or foreign Lawlaw).

Allocation of Purchase Price. Buyer The sum of the Purchase Price and Seller agree that the fair market value of Assumed Obligations (plus any other liabilities treated as assumed for U.S. federal income tax purposes) will be allocated among the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by in accordance with the parties (the “Appraisal”). All costs and expenses principles of section 1060 of the accounting Code and the regulations thereunder (and any corresponding provision of state, local or appraisal firm in preparing the Appraisal shall foreign Tax Law, as appropriate) pursuant to an allocation schedule (each an “Allocation Schedule”) to be borne prepared by Buyer. Buyer shall deliver to Seller a copy an initial Allocation Schedule within one hundred twenty (120) days of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of Effective Date. If any indemnification payment is made pursuant to Article IX or any other adjustment to the Purchase Price (and occurs, Buyer shall promptly revise any other applicable amounts treated as consideration for U.S. federal income tax purposes) affected Allocation Schedules to take into account such payment or adjustment in accordance a manner consistent with the Appraisal and Section principles of section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder (and any similar provisions corresponding provision of state, local, local or non-U.S. foreign Tax Law, as appropriate). From Buyer shall provide the Allocation Schedule (and after any revision to the date hereof, Allocation Schedule necessitated by an adjustment of the Purchase Price) to Seller for Seller’s review and comment. Seller shall cooperate with provide any comments to Buyer within forty-five (45) days of receiving the Buyer, as and Allocation Schedule (or any revision to the extent reasonably requested by Buyer, Allocation Schedule). Buyer shall consider Seller’s comments in connection with matters relating to the Appraisal and such allocationsgood faith. If Buyer objects to Seller’s comments, Buyer and Seller does shall use commercially reasonable efforts to settle the dispute with respect to such comments promptly. If Buyer and Seller have not notify the Buyer prior to the close of business on the date that is resolved such dispute within thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocationsreceipt of Seller’s comments, Buyer and Seller shall jointly retain a nationally recognized tax expert (a “Tax Dispute Referee”) to resolve disputed items. The findings of the allocations set forth in Buyer’s allocation statement Tax Dispute Referee shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocationsParties. If Seller notifies Buyer within such thirty (30) day period that it disputes any Upon final resolution of Buyer’s allocationsdisputed items, the parties Allocation Schedule shall negotiate in good faith be adjusted to finalize reflect such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicableresolution. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9costs, the fees and expenses of the Independent Accountant Tax Dispute Referee incurred in connection with a dispute relating to the Allocation Schedule shall be borne equally by Seller and Buyer. Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will and Seller hereby covenant and agree to (i) be determined bound by the Independent Accountant Allocation Schedules for all income Tax purposes, (ii) prepare and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns on a basis consistent with each such Final Allocation Schedule and (iii) not take any position contrary thereto in such on any Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance Return, before any Governmental Entity charged with the allocation methodology utilized collection of any Tax, or in this Section 2.9 following any adjustment judicial proceeding that is in any way inconsistent with the terms of any such Allocation Schedule unless required to do so by applicable Law. Each Party will provide the Purchase Price pursuant other promptly with any other information required to this Agreement, and complete Form 8594 under the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Code.

Allocation of Purchase Price. Buyer and Seller agree that No more than ninety (90) days after the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer Cut-Off Date, Purchaser shall deliver to Seller a copy an allocation of the Appraisal and an allocation statement with its proposed allocations of Unadjusted Purchase Price, as adjusted by the applicable portions of the Purchase Price (Final Adjustment Amount, and any other applicable amounts items properly treated as consideration for U.S. federal income tax purposes) Tax purposes among the assets of the Company in accordance with the Appraisal and Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriatethe “Asset Allocation Statement”). From The Asset Allocation Statement shall be prepared in a manner reasonably consistent with the Allocated Values set forth on Annexes B-0, X-0, X-0 and after the date hereof, C unless otherwise required by applicable U.S. federal income tax Law. Seller shall cooperate with the Buyer, as and propose to Purchaser any changes to the extent reasonably requested by Buyer, Asset Allocation Statement in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty writing within sixty (3060) days after the date of receipt delivery by Purchaser. Purchaser and Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate work in good faith to finalize such disputed allocation(s) no later than thirty (30) days after resolve any disputes relating to the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto Asset Allocation Statement as promptly as practicable. The determination by If the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant Parties are unable to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included resolve any disputed item in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered Asset Allocation Statement within thirty (30) days after following Purchaser’s receipt of Seller’s proposed changes, the Parties shall submit any such submission (remaining disputed items to the final allocation after Accounting Expert to be resolved promptly in accordance with the procedures set forth in Section 7.5. The resolution of all disputesthe dispute by the Accounting Expert shall occur at least seven (7) Business Days prior to the due date for any Tax Return to which such disputed items are relevant and shall be conclusive and binding on the Parties, if any, is referred and the Asset Allocation Statement shall be updated to herein as, the “Final Allocation”)reflect such resolution. The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties Purchaser shall use commercially reasonable efforts to update the Final Asset Allocation Statement in accordance with Section 1060 of the allocation methodology utilized in this Section 2.9 Code following any adjustment to the Unadjusted Purchase Price Price, Final Adjustment Amount, or any other amount properly treated as consideration for U.S. federal income Tax purposes pursuant to this Agreement, and the parties Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with such Final Allocationallocation, as adjusted, on all Tax Returns Returns, including Internal Revenue Service Form 8594 (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) Asset Acquisition Statement under Section 1060), and not neither Seller nor Purchaser shall take any position contrary thereto in on any Tax Return that is inconsistent with such Tax Returns or otherwiseallocation, as adjusted, unless otherwise required pursuant by applicable Laws; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to a “determination” within the meaning of Section 1313(a) of the Code (negotiate, compromise and/or settle any Tax audit, claim or any similar provision of applicable state, local or foreign Law)proceedings in connection with such allocation.

Allocation of Purchase Price. Buyer and Seller agree that the fair market value The Parties shall cooperate to determine (in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Purchased Code) the allocation of the Purchase Price and the Assumed Liabilities (plus any other relevant items) among the Transferred Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “AppraisalAllocation”). All costs and expenses of Within sixty (60) days following the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer Closing Date, Purchaser shall deliver to Seller a copy proposed allocation of the Appraisal and an allocation statement with its proposed allocations consideration paid by Purchaser among the Transferred Assets, including details of the applicable portions fair market values assigned to the Transferred Assets (together, the “Purchaser’s Allocation”). Seller shall deliver written notice to Purchaser within thirty (30) days after Seller’s receipt of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, Purchaser’s Allocation either accepting or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and objecting to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocationsPurchaser’s Allocation. If Seller does not notify the Buyer prior so objects to the close of business on Purchaser’s Allocation, Purchaser and Seller shall attempt to resolve their differences by good faith negotiation. If Purchaser and Seller are unable to agree to the date that is Allocation within thirty (30) days after the date delivery of receipt Seller’s objection to the Purchaser’s Allocation, then Seller and Purchaser shall confer in good faith for up to five (5) days to agree on a nationally recognized independent accounting firm, which shall not be the regular accounting firm of Purchaser or Seller (the “Allocation Resolution Firm”) to resolve the outstanding disagreement in accordance with the procedures set forth below; provided, however, that if the Parties cannot agree on the Allocation Resolution Firm, then each of Seller and Purchaser will select a nationally recognized accounting firm and the two firms selected by Seller and Purchaser will select the Allocation Resolution Firm. The Allocation Resolution Firm shall use its best efforts to reach a determination as promptly as possible and in no event later than twenty (20) days after submission of the Appraisal and such allocation statement that it disputes matter to the Allocation Resolution Firm. Only disputed item(s) relating to the Purchaser’s Allocation shall be submitted to the Allocation Resolution Firm for review. In resolving any of Buyer’s allocationsdisputed item, the allocations set forth Allocation Resolution Firm may not assign a fair market value to such item greater than the greatest value for such item claimed by either Purchaser or Seller or less than the lowest fair market value for such item claimed by either Purchaser or Seller, in Buyer’s allocation statement each case as presented to the Allocation Resolution Firm. All determinations of the Allocation Resolution Firm relating to the disputed items, absent fraud, shall be final and binding on Purchaser and Seller. The fees and expenses of the parties Allocation Resolution Firm shall be borne one-half (1/2) by Purchaser and one-half (1/2) by Seller. Following the parties agreement of Purchaser and Seller to the Allocation or the resolution of all its pending disagreements with respect thereto, as applicable, the Parties shall complete set forth on Schedule 2.1.1 through Schedule 2.1.12 the fair market value of such of the Transferred Assets that the Parties agree will be used to determine such allocation. Each Party shall prepare an IRS Form 8594 for inclusion with its federal income Tax Returns including the Closing Date and timely file any necessary Tax formssimilar allocation required under state, local, or foreign law (collectively, “Forms 8594”), and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any shall provide to the other Party for review and comment a draft of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later each Form 8594 so prepared not less than thirty (30) days after the date of receipt by Buyer of before filing such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult Form 8594 with the Independent Accountant relevant Governmental Entity. Neither Purchaser nor Seller shall take (or permit any of their respective Affiliates to resolve take) any position that is inconsistent with the disagreement and make values shown on Schedules 2.1.1 through 2.1.12 or the allocation reflected in their filed Forms 8594 either in any Tax Return, or upon examination of any Tax Return, in any refund claim, litigation, or investigation relating to Taxes; provided, however, that if, in any audit of any Tax Return by a determination with respect thereto as promptly as practicable. The determination by Governmental Entity, the Independent Accountant fair market values of the Transferred Assets are finally determined to be different from the values used in determining the allocation shown on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final AllocationForms 8594, as adjusted, on all Tax Returns the Parties may (but shall not be obligated to) take a position or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto action consistent with the fair market values as finally determined in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)audit.

Allocation of Purchase Price. Buyer For U.S. federal and Seller agree that applicable state and local income Tax purposes, Purchaser, Sellers, and their respective Affiliates shall allocate the fair market value Purchase Price (and any Assumed Liabilities or other amounts treated as part of the Purchased purchase price for U.S. federal income Tax purposes) among the Acquired Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by in accordance with the parties methodology set forth in Schedule 9.2 (the “AppraisalAllocation Methodology”). All costs and expenses As soon as commercially practicable, but no later than 90 days following the determination of the accounting or appraisal firm in preparing final Purchase Price, Purchaser shall provide a proposed allocation to Sellers setting forth the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration part of the purchase price for U.S. federal income tax Tax purposes) among the Acquired Assets in accordance with the Appraisal Allocation Methodology (the “Allocation”) subject to Sellers’ review and Section 1060 of the Code approval, and the Treasury Regulations promulgated thereunder (and Purchaser shall incorporate any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent changes reasonably requested by Buyer, in connection Sellers with matters relating respect to the Appraisal and such allocationsAllocation. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) Sellers deliver a written objection within 30 days after the date of receipt by Seller of the Appraisal draft Allocation proposed by Pxxxxxxxx, then Purchaser and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties Sellers shall negotiate in good faith to finalize resolve any such disputed allocation(s) no later than thirty (30) objection, and, if Sellers and Purchaser cannot resolve such dispute within 30 days after the date of Purchaser’s receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day periodSellers’ objection, then the parties a nationally recognized accounting firm mutually acceptable to Purchaser and Sellers shall hire and consult resolve such dispute, with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses costs of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after allocated by such submission (accounting firm between Purchaser and Sellers based upon the final allocation after resolution percentage of all disputesthe aggregate contested amount submitted to such accounting firm that is ultimately awarded to Purchaser, if anyon the one hand, is referred or Sellers on the other hand, such that Purchaser bears a percentage of such costs and expenses equal to herein as, the “Final Allocation”)percentage of the contested amount awarded to Sellers and Sellers bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Purchaser. The parties Parties and their respective Affiliates shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in such Allocation (as finally determined under this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation9.2) and not take any position contrary thereto Tax related action inconsistent with the Allocation, in such Tax Returns or otherwiseeach case, unless otherwise required pursuant to by a “determination” within the meaning of Section section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Tax Code.

Allocation of Purchase Price. Buyer Subject to any alternative arrangements the Parties may by mutual agreement adopt prior to the Closing, during the Pre-Closing Period and Seller agree that after the fair market value Closing, as necessary, the Parties will work cooperatively to select and to jointly engage the Qualified Appraiser and will work together cooperatively to direct the Qualified Appraiser in obtaining valuations of the Brand, the Business and the other Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or Assets, together with the assets purchased in any related transactions for purposes of Section 1060 of the Code, if any. Upon completion of such valuation, the Qualified Appraiser shall deliver to each of the Parties (a) a copy of their appraisal firm mutually agreed upon by the parties report (the “AppraisalAppraisal Report”). All costs , and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller (b) a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of schedule allocating the Purchase Price (and including any other applicable amounts Assumed Liabilities treated as consideration for U.S. federal income tax the Purchased Assets for Tax purposes) based on the valuations of the Brand, the Business, the other Purchased Assets and any assets purchased in any related transactions (as set forth in the Appraisal Report) and prepared in accordance with the Appraisal and Section 1060 of the Code (the “Allocation Schedule”). The Parties shall use commercially reasonable efforts to cause the Qualified Appraiser to deliver the Appraisal Report and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and Allocation Schedule to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty Parties within ninety (3090) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement Closing Date. The Allocation Schedule shall be deemed final and binding on unless either Party notifies the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, other Party in accordance with writing that such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith Party objects to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included one or more items reflected in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered Allocation Schedule within thirty (30) days after such submission delivery of the Allocation Schedule to the Parties (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final AllocationObjection Period”). The parties In the event of any such objection, Seller and Buyer shall file all applicable Tax Returns consistent negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days of the end of the Objection Period (the “Allocation Negotiation Period”), such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwisedispute shall be finally resolved by the Independent Accountant. The parties fees and expenses of the Qualified Appraiser and the Independent Accountant shall use commercially reasonable efforts be borne equally by Seller and Buyer. Seller shall deliver to update the Final Allocation Buyer an IRS Form 8594 prepared in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment Allocation Schedule within thirty (30) days of the end of the Objection Period or the Allocation Negotiation Period, as the case may be, which IRS Form 8594 shall be subject to the Purchase Price pursuant Buyer’s approval, not to this Agreementbe unreasonably withheld (and provided that Buyer shall have been deemed to have approved such IRS Form 8594 as prepared by Seller if Buyer fails to deliver a written objection thereto to Seller within thirty (30) days of receipt thereof). Seller and Buyer agree to file such IRS Form 8594, as prepared by Seller and approved (or deemed to have been approved) by Buyer, and the parties shall report consistently with such Final Allocationto file all federal, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local and/or foreign, as applicable, Tax Returns in accordance with the Allocation Schedule, provided that nothing contained herein shall prevent Buyer or foreign LawSeller from settling any proposed deficiency or adjustment by any Tax authority based upon or arising out of the Allocation Schedule, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax authority challenging such Allocation Schedule. If any payment is treated as an adjustment of the Purchase Price, the Allocation Schedule shall be adjusted in a manner consistent with the foregoing provisions of this Section 3.4. If Seller or Buyer is required to file a Tax Return concerning the Allocation Schedule before the Independent Accountant has resolved any disputed items (taking into account valid extensions of time within which to file, which shall be sought to the extent necessary to permit the resolution of disputed items), such disputed items shall be reflected on such Tax Return based on the Allocation Schedule prepared by the Qualified Appraiser, and shall be amended if necessary to reflect the determination of the Independent Accountant with respect to the disputed items.

Allocation of Purchase Price. Buyer and Seller agree that the fair market value of The Purchase Price shall be allocated among the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties in a written allocation schedule (the “AppraisalAllocation Schedule”). All costs and expenses of ) as soon as possible after the accounting or appraisal firm in preparing Closing by the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) ’s Accountants in accordance with the Appraisal applicable law and Section 1060 of the Code regulations (including, without limitation, those laws, regulations and the Treasury Regulations promulgated thereunder (accounting standards applicable to public companies) and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and presented in writing to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocationsSeller. If Seller notifies Buyer in writing within such thirty ten (3010) day period Business Days of receipt of the Allocation Schedule that it disputes any of Buyer’s allocationsSeller objects in good faith to one or more items reflected in the Allocation Schedule, the parties Seller and Buyer shall negotiate in good faith to finalize resolve such disputed allocation(s) no later than thirty (30) days after dispute; provided, however, that if Seller does not notify Buyer in writing of a bona fide objection to the date of receipt Allocation Schedule within that period, the Allocation Schedule shall be deemed accepted by Seller for all purposes; and provided further, that if Seller and Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination any dispute with respect thereto as promptly as practicable. The determination to the Allocation Schedule within seven (7) Business Days following Buyer’s receipt of Seller’s bona fide objection, such dispute shall be resolved by the Independent Accountant on the matter whose decisions shall be final and binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the The fees and expenses of the Independent Accountant to resolve such dispute shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on Seller, except that if the resolution of the disagreement which proportionate allocation also will be determined Allocation Schedule proposed by Buyer’s Accountants is modified by the Independent Accountant and be included in as a result of the Seller’s objection, then the Independent Accountant’s written reportAccountant may also suggest a fairer allocation of its fees and expense to reach such resolution between Buyer and Seller, and an appropriate adjustment Buyer and payment Seller shall be made within three (3) Business Days of the resolution each pay their share thereof as so allocated by the Independent Accountant, . Buyer and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties Seller shall file all applicable Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such Final the Allocation and not take any position contrary thereto in such Tax Returns or otherwiseSchedule (as it may be adjusted pursuant hereto). The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment Any adjustments to the Purchase Price pursuant to this Agreement, and Section 1.5(e) herein shall be allocated in a manner consistent with the parties shall report consistently with such Final Allocation, Allocation Schedule (as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such it may be adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Lawhereto).

Allocation of Purchase Price. (a) Buyer shall prepare (and send to Seller) a proposed allocation of the Purchase Price and the Assumed Liabilities to the Sale Assets in accordance with the guidelines set forth in Schedule 1.7 no later than forty-five (45) days after the Determination Date. The parties acknowledge that such allocation shall be determined based on the fair market values of the Sale Assets in accordance with Section 1060 of the Code, or under Section 338 of the Code, in each case to the extent such Section applies to the Transaction. If Seller disagrees with Buyer's proposed allocation, the parties will negotiate in good faith in an attempt to resolve such disagreement. If the parties are unable to solve such disagreement, the parties agree to submit such dispute to Deloitte & Touche LLP pursuant to procedures similar to those set forth in Section 1.9(f). If Deloitte & Touche LLP determines that Buyer's proposed allocation with respect to any disputed items reflects a reasonable estimate of the relative fair market values of the Sale Assets, Seller agrees to abide by such determination. If Deloitte & Touche LLP determines that Buyer's proposed allocation with respect to any disputed items does not reflect a reasonable estimate of the relative fair market values of the Sale Assets, Deloitte & Touche LLP shall determine the relative fair market values with respect to any disputed items, together with any appropriate corresponding allocation, provided that such determination must reflect the minimum allocations set forth on Schedule 1.7, and Buyer and Seller agree that the to abide by Deloitte & Touche LLP's determination of fair market value value. The parties shall report (including with respect to the filing of Form 8594 with the Internal Revenue Service, to the extent such Form is applicable hereto) the sale and purchase of the Purchased Sale Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually for all income tax purposes in a manner consistent with such agreed upon by allocations and shall not, in connection with the parties (the “Appraisal”). All costs and expenses filing of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an applicable Tax Returns, make any allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and Assumed Liabilities which is contrary to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such agreed allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent agree to consult with one another with respect to any tax audit, controversy, or litigation relating to such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)allocations.

Allocation of Purchase Price. Buyer and Seller agree that For purposes of complying with the fair market value requirements of Section 1060 of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties Internal Revenue Code of 1986, as amended (the “AppraisalCode”). All costs and expenses , each of the accounting or appraisal firm in preparing parties will allocate the Appraisal shall be borne by Buyer. Buyer shall deliver to purchase price among the Assets and the Non-Competition Agreement of Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal principles of Section 3(b) and Section 1060 in a manner that reflects the relative fair market values of the Code Assets and Non-Competition Agreement. Buyer will prepare a purchase price allocation schedule as soon as practicable following the Treasury Regulations promulgated thereunder (Closing and any similar provisions of state, local, or non-U.S. Law, as appropriate)in all events no later than two months thereafter and furnish such schedule to Seller for its review and comment. From Buyer and after the date hereof, Seller shall will cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize agree upon such disputed allocation(s) no later than thirty (30) days after purchase price allocation schedule and, if they do, such schedule shall be attached hereto as Schedule 4. In the date of receipt by Buyer event of such notice from Seller. If agreement, each of Buyer and Seller are unable agrees to agree on such allocation(sprepare its federal, state and foreign income tax returns for all current and future tax reporting periods and file Form 8594 (and corresponding state forms) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses transfer of the Independent Accountant shall be borne by Seller and Assets to Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns a manner consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts allocation, to update the Final Allocation in accordance with the such allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, Forms 8594 as adjusted, on all Tax Returns (or timely amend already filed Tax Returns necessary to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwisechanges thereto, unless otherwise and, except as required pursuant to a “determination” determination (within the meaning of Section 1313(a1313 of the Code), not to take any position inconsistent therewith upon examination of any tax return, in any refund claim, or in any litigation, investigation or otherwise. If any state, federal or foreign taxing authority challenges such agreed allocation, the party receiving notice of such challenge shall give the other party prompt written notice of such challenge, and the parties hereby agree to cooperate in good faith in responding to it in order to preserve the effectiveness of the allocation. In the event that Buyer and Seller cannot agree upon the purchase price allocation schedule, then the preceding two sentences of this Section 4 shall not apply, and each of Buyer and Seller shall prepare its federal, state and foreign income tax returns and file Form 8594 based on such purchase price allocation as it deems appropriate in its sole judgment; provided, that for tax purposes (including, without limitation, reporting on Form 8594 and any other applicable tax returns), Buyer and Seller shall not allocate the amount of the purchase price that they each determine relates to section 197 intangibles (within the meaning of Section 197(d) of the Code Code) to separate section 197 intangibles, other than any allocation to (or any similar provision of i) goodwill and going concern value and (ii) the Non-Competition Agreement, except as otherwise required by applicable state, local or foreign Law)tax law.

Allocation of Purchase Price. Buyer (a) Seller, the Other Sellers and Seller Purchaser agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of allocate the Purchase Price (and any all other applicable amounts treated capitalizable costs) among the Purchased Assets, the Purchased Subsidiary Interests, Transferred Business Intellectual Property (not held by the Purchased Seller Subsidiaries), the Transferred Business Intellectual Property Rights (not held by the Purchased Seller Subsidiaries) the covenant not to compete contained in Section 6.9, and the rights granted under the Intellectual Property License Agreement and the Trademark License Agreement for all purposes (including financial accounting and Tax purposes (except as consideration for U.S. federal income tax purposesotherwise required by generally accepted accounting principles)) in accordance with an allocation schedule (the Appraisal “Allocation Schedule”) prepared jointly by Seller on behalf of itself and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and agent to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal Other Sellers and such allocationsPurchaser. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on Purchaser agree to revise the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts Allocation Schedule to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following reflect any adjustment to the Purchase Price pursuant to this AgreementSection 3.2(h) or Section 3.3. Seller and Purchaser agree to cooperate with each other in the preparation of, and to negotiate in good faith to resolve any dispute with respect to, the parties shall report consistently Allocation Schedule and revisions thereto; provided, however, that in the event that Seller and Purchaser cannot reach agreement with such Final Allocation, respect to the Allocation Schedule within thirty (30) days after the Closing Date (it being understood that the Parties will use commercially reasonable efforts to agree to reach agreement on the Allocation Schedule prior to the Closing Date) or any revisions to the Allocation Schedule as adjusted, on all Tax Returns (or timely amend already filed Tax Returns a result of an adjustment to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required the Purchase Price pursuant to a “determination” Section 3.2(h) or Section 3.3 within 10 days after payment is made pursuant to such section, an internationally recognized accounting firm mutually agreed upon by Purchaser and Seller shall prepare the meaning of Section 1313(a) Allocation Schedule. If an accounting firm prepares the initial Allocation Schedule or the revised Allocation Schedule in accordance with the previous sentence, such schedule shall be prepared prior to the Closing Date, in the case of the Code (initial Allocation Schedule, or any similar provision within 30 days after payment is made pursuant to Section 3.2(h) or Section 3.3, in the case of applicable state, local or foreign Law)the revised Allocation Schedule. The costs related to having the accounting firm prepare the Allocation Schedule shall be borne equally by Purchaser and Seller.

Allocation of Purchase Price. Buyer For U.S. federal and Seller agree that applicable state and local and foreign income Tax purposes, including Canadian federal and provincial Tax purposes, Purchaser, Sellers, and their respective Affiliates shall allocate the Purchase Price (and any Assumed Liabilities or other amounts treated as part of the purchase price for U.S. federal income Tax purposes) among the Acquired Assets in accordance with the fair market value of the Purchased Acquired Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “AppraisalAllocation Methodology”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated As soon as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of statecommercially practicable, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) but no later than thirty (30) days following the determination of the final Purchase Price, Purchaser shall provide a proposed allocation to Sellers setting forth the allocation of the Purchase Price (and other amounts treated as part of the purchase price for U.S. federal income Tax purposes) among the Acquired Assets in accordance with the Allocation Methodology (the “Allocation”) subject to Sellers’ review and approval (such approval not to be unreasonably delayed, conditioned or withheld). Purchaser shall either: (i) incorporate any changes reasonably requested by Sellers with respect to such Allocation; provided that Sellers’ requested Allocation is acceptable to Purchaser; or (ii) within fifteen (15) days after Purchaser’s receipt of Sellers’ requested changes to the date of receipt by Buyer of such Allocation, provide written notice from Sellerto Sellers that Purchaser objects to Sellers requested Allocation changes (the “Allocation Objection Notice”). If Buyer and Seller are unable Purchaser timely delivers an Allocation Objection Notice to agree on such allocation(s) within such thirty (30) day periodSellers or alternatively, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make if Sellers deliver a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered objection within thirty (30) days after receipt of the draft Allocation proposed by Purchaser, then Purchaser and Sellers shall negotiate in good faith to resolve any such submission objection, and, if Sellers and Purchaser cannot resolve such dispute within thirty (30) days of Purchaser’s receipt of Sellers’ objection, then a recognized industrial real estate brokerage firm specializing in trucking real estate mutually acceptable to Purchaser and Sellers shall resolve such dispute, with the final allocation after costs of such resolution to be evenly split by Purchaser, on the one hand, and Sellers, on the other hand, and the resolution of all disputes, if any, is referred to herein as, such dispute shall be final and binding on the “Final Allocation”)Parties. The parties Parties and their respective Affiliates shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in such Allocation (as finally determined under this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation9.2) and not take any position contrary thereto Tax related action inconsistent with the Allocation, in such Tax Returns or otherwiseeach case, unless otherwise required pursuant to by a “determination” within the meaning of Section section 1313(a) of the Tax Code (or any similar provision of and other applicable state, local or foreign Law).

Allocation of Purchase Price. For federal income Tax and applicable state and local Tax Purposes, Buyer and Seller Sellers hereby agree to treat (and to cause their respective Affiliates to treat) the purchase and sale of Equity Interests pursuant to this Agreement in accordance with Revenue Ruling 99-6 (Situation 2). No more than thirty (30) days after the Determination Date, Buyer shall prepare and deliver to Sellers a written statement setting forth the allocation of the purchase price (as determined for federal income tax purposes, taking into account any additional amounts payable pursuant to Section 4.3 and any assumed liabilities that are required to be treated as part of the fair market value of purchase price for federal income tax purposes) among the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration assets that are considered to be acquired for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriatethe “Purchase Price Allocation”). From Buyer and after the date hereof, Seller Sellers shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate endeavor in good faith to finalize such disputed allocation(s) no later than thirty (30) days after agree on the date of receipt by Buyer of such notice from SellerPurchase Price Allocation. If Buyer and Seller are unable to agree Sellers have not agreed on such allocation(sthe Purchase Price Allocation within sixty (60) within such thirty (30) day perioddays following the Determination Date, then any disputed matter(s) will be finally and conclusively resolved by an independent accounting firm of recognized national standing reasonably acceptable to Buyer and Sellers with no existing relationship with either party (the parties shall hire and consult “Auditor”) in accordance with the Independent Accountant to resolve the disagreement and make a determination with respect thereto this Agreement, as promptly as practicable. The determination by the Independent Accountant , and such resolution(s) will be reflected on the matter Purchase Price Allocation, provided that the resolution for each disputed item contained in the Auditor’s determination shall be bindingmade subject to the definitions and principles set forth in this Agreement, and shall be consistent with either the position of Sellers or Buyer. If an Independent Accountant is engaged pursuant Buyer and Sellers shall each use its reasonable best efforts to this Section 2.9furnish to the Auditor such work papers and other documents and information pertaining to the disputed item as the Auditor may request. Sellers and Buyer shall bear their own expenses in the preparation and review of the Purchase Price Allocation, except that the fees and expenses of the Independent Accountant Auditor shall be borne equally by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of one hand and Sellers on the disagreement which proportionate allocation also will be determined by the Independent Accountant other hand. Buyer and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties Sellers shall file all applicable Tax Returns (including, but not limited to, IRS Form 8594) consistent with such Final Allocation the Purchase Price Allocation, and shall not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance inconsistent with the allocation methodology utilized in this Section 2.9 following Purchase Price Allocation or agree to any proposed adjustment to the Purchase Price pursuant Allocation by any Governmental Entity, without first giving the other parties prior written notice and an opportunity to confer regarding such adjustment; provided, however, that the Purchase Price Allocation shall be adjusted by any other amounts paid under this AgreementAgreement following the Determination Date that affect the purchase price for federal income tax purposes; and provided, and further, that nothing contained herein shall prevent Buyer or Sellers from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the parties shall report consistently with such Final Purchase Price Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns require Buyer or Sellers to reflect such adjusted Final litigate before any court any proposed deficiency or adjustment by any Governmental Entity challenging the Purchase Price Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no No later than thirty (30) calendar days following the Closing Date, WCG shall deliver to Purchaser a proposed schedule (the “Purchase Price Allocation Schedule”) allocating the Purchase Price among the assets and any liabilities of the Acquired Companies and any other items entering into Purchaser’s tax basis for the assets of the Acquired Companies under Section 755 of the Code, among such assets of the Acquired Companies. The Purchase Price Allocation Schedule shall be subject to Purchaser’s review, comment, and prior consent, and Purchaser shall deliver its comments to WCG within fourteen (14) calendar days after its receipt of the date proposed Purchase Price Allocation Schedule from WCG, and Seller Parties shall incorporate any reasonable comments of receipt by Buyer of such notice from SellerPurchaser into the final Purchase Price Allocation Schedule. If Buyer the Purchaser and Seller Parties are unable to agree on such allocation(s) within such thirty (30) day periodthe final Purchase Price Allocation Schedule, then the parties final Purchase Price Allocation Schedule shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by a nationally-recognized accounting firm that is mutually agreeable to both Purchaser and Seller Parties. The Purchaser, XX XxxXx, PR HoldCo and Seller Parties shall report for Tax purposes and file Tax Returns in a manner consistent with the Independent Accountant and be final Purchase Price Allocation Schedule; provided, however, that (i) Purchaser’s cost for the assets that it purchases may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the Independent Accountant’s written reportamount so allocated, (ii) the amount realized by Seller Parties may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income tax purposes, and an appropriate adjustment and payment shall (iii) that neither Seller Parties or any of their Affiliates nor Purchaser or any of its Affiliates will be made within three (3) Business Days obligated to litigate any challenge to such allocation of the resolution Purchase Price by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”)a Governmental Authority. The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment Any adjustments to the Purchase Price pursuant to this Agreement, and Agreement shall be allocated among the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning assets of Section 1313(a) Acquired Entities for purposes of the Code (or any similar provision of applicable state, local or foreign Law)Purchase Price Allocation Schedule in accordance with this Section 9.02.

Allocation of Purchase Price. Buyer and shall provide Seller agree that the fair market value an allocation of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Base Purchase Price (and plus any other applicable amounts assumed liabilities that are treated as consideration for U.S. federal income tax purposes) among the assets of Astoria LP and to the stock of OPOS, in accordance with the Appraisal and Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) within 30 days after the date of receipt by Seller Closing Date (the “Base Purchase Price Allocation”). Not later than 30 days after the determination of the Appraisal Final Purchase Price, Buyer shall notify Seller regarding the allocation of any adjustments resulting from such determination, with such adjustments to be made in a manner consistent with the Base Purchase Price Allocation and such allocation statement that it disputes any of Buyer’s allocationsin accordance with applicable Treasury Regulations (as adjusted, the allocations set forth “Final Purchase Price Allocation”). Seller must inform Buyer of any objections related to the Final Purchase Price Allocation in Buyerwriting within 10 days after receipt thereof. Buyer and Seller shall work in good faith to resolve any disagreements regarding the Final Purchase Price Allocation within 30 days after receipt of Seller’s allocation statement written objections. If the Parties fail to agree within such 30-day period upon the Final Purchase Price Allocation, such dispute shall be resolved by an independent accounting firm mutually acceptable to Buyer and Seller, and the decision of such independent accounting firm shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicableParties. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant such accounting firm shall be borne equally by Seller and Buyer. Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant shall each prepare and be included in the Independent Accountant’s written reporttimely file IRS Form 8594 “Asset Acquisition Statement Under Section 1060” and any other statements or forms prescribed under federal, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Tax Law (including any exhibits thereto) to report the Final Purchase Price Allocation. The Parties agree that they shall not, and shall not permit their Affiliates (including the Companies) to, take a position on any Tax Return or for any Tax purpose that is inconsistent with the Final Purchase Price Allocation; provided, however, that neither Seller nor Buyer shall be obligated to litigate any challenge to the Final Purchase Price Allocation by any Governmental Authority. The Parties agree to provide each other promptly with any information required to complete such Tax forms or statements as are required under applicable law to report the Final Purchase Price Allocation.

Allocation of Purchase Price. The Seller and Buyer will cooperate in good faith and Seller agree that use commercially reasonable efforts to agree, on or before the fair market value of 90th day following the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed Closing, upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and including the amount of any other applicable amounts treated Assumed Liabilities recognized as part of the consideration for U.S. federal income tax Tax purposes) ), among each class of the Purchased Assets, in accordance compliance with the Appraisal and principles of Code Section 1060 and applicable Treasury Regulations thereunder. Buyer shall initially propose an allocation and present such proposed allocation to Seller for review. If the Seller and Buyer agree to such allocation, the Seller and Buyer agree to timely and properly prepare, execute and file with the Internal Revenue Service any applicable forms regarding the allocation of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, Purchase Price in accordance with such allocationsagreed allocation, provided, however, that (i) the Buyer’s cost for the Purchased Assets may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the amount so allocated and (ii) the amount realized by the Seller may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax purposes. Except as required pursuant to applicable Law, none of the Seller or Buyer, directly or indirectly, through a Subsidiary or Affiliate or otherwise, will take a position on any Tax Return or in any audit or examination by, or any judicial proceeding before, any Taxing Authority that is in any way inconsistent with such agreed allocation. If the Seller notifies and Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on an allocation of the Purchase Price within ninety (90) days following the Closing, the Seller and Buyer may file their respective Tax Returns allocating the Purchase Price in the manner each such allocation(s) within Party believes appropriate, provided such thirty (30) day period, then the parties shall hire allocation is reasonable and consult in accordance with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicableapplicable Law. The determination Parties will promptly inform one another of any challenge by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged any Taxing authority to any allocation made pursuant to this Section 2.9, 2.08 and agree to consult and keep one another reasonably informed with respect to the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written reportstatus of, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountantany discussion, and the parties shall use reasonable best efforts to cause proposal or submission with respect to, such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)challenge.

Allocation of Purchase Price. Buyer The initial allocation of the Closing Date Payment and Seller agree that the fair market value of Deferred Payments (the “Closing Date Allocation”) among the Purchased Assets will being sold by each particular Asset Seller shall be appraised prepared jointly by PricewaterhouseCoopers or another accounting or appraisal firm Seller and Purchaser prior to the Closing Date. Seller and Purchaser agree to cooperate with each other in the preparation of, and to negotiate in good faith to resolve any dispute with respect to, the Closing Date Allocation; provided, however, that in the event that Seller and Purchaser cannot reach agreement with respect to the Closing Date Allocation within 30 days prior to the Closing Date, the Designated Accounting Firm with recognized valuation expertise mutually agreed upon by Purchaser and Seller shall prepare the Closing Date Allocation. The costs related to having the Designated Accounting Firm prepare the Closing Date Allocation shall be borne equally by Purchaser and Seller. Not later than 90 days after the Closing Date, Purchaser shall prepare and deliver to Seller an allocation of all amounts treated as purchase price for applicable income tax purposes among the Purchased Assets consistent with applicable Law (the “Asset Level Allocation Statement”). The Asset Level Allocation Statement shall be consistent with the Closing Date Allocation, but shall also contain a methodology for allocation of any Earnout Amounts among the Purchased Assets. Seller and Purchaser shall work in good faith to resolve any disputes relating to the Asset Level Allocation Statement. If Seller and Purchaser are unable to resolve any such dispute, the matters in dispute (but only the matters in dispute) shall be resolved promptly by the Designated Accounting Firm as shall be mutually agreed upon by the parties (Parties, the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal which shall be borne equally by BuyerPurchaser and Seller. Buyer shall deliver The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to Seller any Order of, or to settle a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and dispute with, a Governmental Authority) on any other applicable amounts treated as consideration for U.S. federal income tax purposes) Tax Return or in accordance any audit or examination before any Governmental Authority that is inconsistent with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission Asset Level Allocation Statement (the final allocation after resolution of all disputes, if any, is Asset Level Allocation Statement being referred to herein as, as the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized ; provided, however, that nothing in this Section 2.9 following shall prevent the Parties or their respective Affiliates from settling, or require any of them to litigate, any challenge, proposed deficiency, adjustment or other similar Proceeding by any Governmental Authority with respect to the Purchase Price Allocation. Each of Purchaser and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audits, assessments or other proceedings challenging the Allocation. If the Closing Date Payment is adjusted pursuant to the terms of this Agreement, and the parties Allocation shall report consistently be adjusted in a manner consistent with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto the procedures set forth in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of this Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)2.9.

Allocation of Purchase Price. Buyer and Seller agree that (a) Within thirty (30) Business Days after the fair market value determination of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by Net Working Capital Difference and the parties (the “Appraisal”). All costs and expenses CapEx Difference as of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Closing, Buyer shall deliver provide to Seller a copy of the Appraisal and Sellers Buyer’s proposal for an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with among the Appraisal and Section 1060 of the Code Acquired Companies and the Purchased Assets, grouped by the asset classes referred to in Treasury Regulations promulgated thereunder Regulation Section 1.1060-1(c) (and any similar provisions of state, local, or non-U.S. Law, as appropriatethe “Purchase Price Allocation Schedule”). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is Within thirty (30) days Business Days after the date of their receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocationsproposed Purchase Price Allocation Schedule, Sellers shall propose to Buyer any changes thereto or otherwise shall be deemed to have agreed thereto. In the allocations set forth in event that Sellers propose changes to Buyer’s allocation statement shall be final and binding on proposed Purchase Price Allocation Schedule within the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day Business Day period that it disputes any of Buyer’s allocationsdescribed above, the parties Sellers and Buyer shall negotiate cooperate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Sellermutually agree upon a Purchase Price Allocation Schedule as soon as practicable. If Sellers and Buyer and Seller are unable to agree on such allocation(s) reach a resolution within such thirty a period of twenty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (320) Business Days following receipt of Sellers’ changes, then only the remaining disputed items shall be submitted for resolution by a nationally-recognized public accounting firm that is independent with respect to each of the resolution by Parties (within the Independent Accountantmeaning of Rule 2-01 under Securities and Exchange Commission Regulation S-X) or, if that firm declines to act as provided in this Section 2.7(a), another firm of independent public accountants mutually acceptable to Buyer and Sellers, which firm shall make a final determination as to the parties shall use reasonable best efforts to cause such resolution to be rendered disputed items within thirty (30) days Business Days after such submission (submission, and such determination, together with the final allocation after resolution of all disputesundisputed items, if anyshall be final, is referred to herein as, the “Final Allocation”)binding and conclusive on Sellers and Buyer. The parties fees and disbursements of such accounting firm shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update be shared equally between Sellers, on the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreementone hand, and the parties shall report consistently with such Final Allocation, as adjustedBuyer, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)other hand.

Allocation of Purchase Price. Buyer The Companies and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of allocate the Appraisal Purchase Price among the Acquired Assets and the Assumed Liabilities in accordance with an allocation statement with its proposed allocations of schedule substantially in the applicable portions form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to reflect any adjustments to the Purchase Price made pursuant to Section 3.4. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transaction contemplated in this Agreement, the Companies and Buyer employing the allocation of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged made pursuant to this Section 2.93.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the fees Companies and expenses Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Independent Accountant shall be borne by Seller and Buyer Purchase Price, or exhaust administrative remedies before any taxing authority or agency in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountantconnection therewith, and the parties Companies and Buyer shall use reasonable best efforts not be required to cause litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such resolution to be rendered within thirty (30) days after such submission (allocation of the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”)Purchase Price. The parties Companies and Buyer shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment give prompt notice to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) other of the Code (commencement of any tax audit or the written assertion of any similar provision proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of applicable state, local or foreign Law)the Purchase Price.

Allocation of Purchase Price. Buyer Gold Xxxx and Seller agree that Southern States shall allocate the fair market value of Estimated Purchase Price, when determined, among the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by and the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm Assumed Liabilities in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and accordance with an allocation statement with its proposed allocations of schedule substantially in the applicable portions form set forth on Exhibit J. As soon as may be practicable after the Closing, Gold Xxxx and Southern States shall amend Exhibit J to reflect any adjustments to the Estimated Purchase Price made pursuant to Section 4.5. As soon as may be practicable after the Closing and prior to filing any tax return which includes information related to the transactions contemplated in this Agreement, Gold Xxxx and Southern States employing the allocation of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged made pursuant to this Section 2.914.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transactions contemplated in this Agreement to the Internal Revenue Service and to all other taxing authorities. Neither Gold Xxxx nor Southern States shall take a position in any tax proceeding, the fees and expenses tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require Gold Xxxx or Southern States to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Independent Accountant Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and Gold Xxxx and Southern States shall not be borne required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by Seller and Buyer in inverse proportion as any taxing authority or agency which challenges such parties may prevail on the resolution allocation of the disagreement which proportionate allocation also will be determined by Purchase Price. Gold Xxxx and Southern States shall give prompt notice to the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days other of the resolution commencement of any tax audit or the assertion of any proposed deficiency or adjustment by the Independent Accountant, and the parties shall use reasonable best efforts to cause any taxing authority or agency which challenges such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Price.

Allocation of Purchase Price. Buyer Seller and Seller Purchaser agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties to (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver agree to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of cause their respective Affiliates to) allocate the Purchase Price (Price, any liabilities assumed and any other applicable amounts treated as consideration for U.S. federal income tax purposesTax purposes among the Transferred Assets and the assets deemed acquired by Purchaser as a result of the Section 338(h)(10) Elections for U.S. federal income Tax purposes in accordance with the Appraisal Sections 338 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation Principles”) and any similar provisions of state, local, or non-U.S. Law, as appropriate)the following procedures. From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty No later than sixty (3060) days after the date of receipt by Closing Date, Purchaser shall deliver to Seller a proposed allocation of the Appraisal Purchase Price (and such allocation statement that it disputes any other relevant amounts) as of Buyerthe Closing Date determined in a manner consistent with the Allocation Principles (the “Purchaser’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocationsAllocation”). If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyerdisagrees with Purchaser’s allocationsAllocation, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day periodmay, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission delivery of Purchaser’s Allocation, deliver a notice (the final “Seller’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”Purchase Price (and other relevant amounts). The parties shall file all applicable Tax Returns consistent with If the Seller’s Allocation Notice is duly delivered, Seller and Purchaser shall, during the twenty (20) days immediately following such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall delivery, use commercially reasonable efforts to update reach agreement on the Final Allocation disputed items or amounts in accordance order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Allocation Principles. If Seller and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation methodology utilized in this Section 2.9 following of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Allocation Principles. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Seller, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Seller’s Allocation Notice has been given, or as adjusted pursuant to any adjustment agreement between Seller and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to this AgreementSection 2.13 or Section 7.9. Seller and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and the parties shall report consistently with such Final Allocation, as adjusted, on all foreign Tax Returns (including, without limitation, the Section 338(h)(10) Forms) in accordance with the Allocation. None of Seller or timely amend already filed Tax Returns to reflect such adjusted Final AllocationPurchaser shall (and each shall cause its Affiliates not to) and not take any position contrary thereto inconsistent with the Allocation on any Tax Return or in such any Tax Returns or otherwiseProceeding, unless in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall prepare and deliver to Seller Seller, within sixty (60) days following the Closing Date, a copy of schedule setting forth the Appraisal and an proposed allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts relevant amounts, including Assumed Liabilities, to the extent properly treated as consideration for U.S. federal and applicable state and local income tax Tax purposes) among each of the Transferred Assets (the “Buyer Allocation Statement”). The Buyer Allocation Statement shall be prepared in accordance a manner consistent with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any corresponding or similar provisions provision of state, local, state or non-U.S. local Tax Law, as appropriate). From ) and after the date hereof, Seller shall cooperate in accordance with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations principles set forth in Schedule 7.7(e). Seller may deliver to Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission following Seller’s receipt of the Buyer Allocation Statement, a notice (“Seller's Allocation Notice”) to Buyer specifying any items in the final Buyer Allocation Statement with which Seller disagrees and setting forth Seller's proposed allocation after resolution of all disputes, if any, is referred to herein asthe Purchase Price (and other relevant amounts) among each of the Transferred Assets. If Seller does not provide Buyer with Seller’s Allocation Notice within thirty (30) days following Seller’s receipt of the Buyer Allocation Statement, the “Final Allocation”)Buyer Allocation Statement shall be deemed final. The parties shall file all applicable Tax Returns consistent with If Seller's Allocation Notice is duly and timely delivered, the Parties shall, during the twenty (20) days following such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall delivery, use commercially reasonable efforts to update reach agreement on the Final Allocation disputed items or amounts in accordance with order to determine the allocation methodology utilized in this Section 2.9 following any adjustment to of the Purchase Price pursuant to this Agreement, (and other relevant amounts) among each of the parties shall report consistently with Transferred Assets and prepare a schedule reflecting such Final Allocationallocation (such schedule or the finalized Buyer Allocation Statement, as adjustedthe case may be, the “Final Allocation Statement”). If the Parties are unable to reach such agreement, they shall each be permitted to allocate the Purchase Price (and other relevant amounts) among each of the Transferred Assets as it determines in its sole discretion. To the extent that the Parties have agreed on an allocation of the Purchase Price (and other relevant amounts) among each of the Transferred Assets, the Parties shall prepare and file, or cause to be prepared and filed, all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocationincluding IRS Form 8594 and any amendments thereto) and reports in a manner consistent with the Final Allocation Statement and shall not take any position contrary thereto (whether in such Tax Returns Returns, Tax Contests, or otherwise) that is inconsistent with the Final Allocation Statement, unless otherwise required pursuant to a final “determination” within the meaning of Section 1313(a) of the Code (or any corresponding or similar provision of applicable state, state or local or foreign Tax Law).

Allocation of Purchase Price. Buyer and Seller agree that Seller, using the fair market value Allocated Values determined under Section 3.2 to the extent applicable, shall prepare an allocation of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties Adjusted Purchase Price on a schedule (the “AppraisalProposed Section 1060 Allocation Schedule”). All costs ) for purposes of, and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and with, Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder (and any similar provisions within 30 days following the final determination of state, local, or non-U.S. Law, as appropriatethe Adjusted Purchase Price under Section 8.4(b). From Purchaser shall notify Seller in writing of any objections to the Proposed Section 1060 Allocation Schedule within 15 days of receipt thereof and if, within 30 days after the date hereofdelivery of notice of such objection, Purchaser and Seller cannot agree to a final allocation schedule to be used for income Tax reporting purposes, Purchaser and Seller shall cooperate with submit the Buyer, as and disputed matters to binding arbitration pursuant to Section 12.2 to finally determine the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller proper allocation of the Appraisal Adjusted Purchase Price for purposes of Section 1060 of the Code, and shall request that the arbitrator issue a final allocation schedule within 30 days of the submission of the dispute (any such allocation statement that it disputes any of Buyer’s allocations, schedule agreed to by the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer Purchaser and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination or issued by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein asarbitrator, the “Final AllocationSection 1060 Allocation Schedule”). The parties Seller and Purchaser agree that the allocation of the Adjusted Purchase Price as set forth on the Final Section 1060 Allocation Schedule shall file be used by Seller and Purchaser 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. Seller and Purchaser further agree that each will take no position inconsistent with such allocations on any applicable Tax Returns consistent with such Final Allocation and not take Return, in any position contrary thereto audit or proceeding before any Governmental Body related to Taxes, in such Tax Returns any report made for Tax, financial accounting or any other purpose, or otherwise. The parties shall use commercially reasonable efforts to update In the Final Allocation in accordance with event that the allocation methodology utilized in this Section 2.9 following described herein is disputed by any adjustment to Governmental Body, the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) Party receiving notice of the Code (or any similar provision dispute shall promptly notify the other Party concerning resolution of applicable state, local or foreign Law)the dispute.

Allocation of Purchase Price. As soon as practicable, but not later than one hundred twenty (120) days after the Closing Date, Buyer and Seller shall agree upon the allocation of the Purchase Price (and all other capitalizable costs) and Assumed Liabilities among the Purchased Assets, and shall set forth such allocation on a statement (the "Allocation Statement"). The Allocation Statement shall reflect any changes in the assets and liabilities shown on the final Statement of Working Capital, whether or not such changes result in an adjustment to the Purchase Price. If the Parties fail to agree on the allocation of the Purchase Price within one hundred twenty (120) days after the Closing Date, then the disagreement shall be resolved as soon as practicable thereafter, but not later than one hundred eighty (180) days after the Closing Date, by one of the largest five (5) national accounting firms, which accounting firm shall be jointly selected by the Parties. The Parties acknowledge that the fair market value scope of such accounting firm's work shall be limited to resolving only those items to which the Parties do not agree regarding the allocation of the Purchased Assets will Purchase Price. The decision of the accounting firm shall be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed final and binding upon by the parties (Parties. The Parties shall share equally the “Appraisal”). All fees, costs and expenses of the accounting or appraisal firm in preparing selected to resolve any disagreements regarding the Appraisal shall be borne by BuyerAllocation Statement. Buyer and Seller shall deliver to Seller file all Income Tax Returns, and execute such other documents as may be required by any taxing authority, in a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance manner consistent with the Appraisal Allocation Statement. Buyer and Seller shall prepare Internal Revenue Service Form 8594 pursuant to Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business transactions contemplated by this Agreement based on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax formsAllocation Statement, and their respective income Tax Returns, in accordance with shall deliver such allocationsform to each other. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on shall file such allocation(s) within such thirty (30) day period, then the parties shall hire and consult form with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicableeach relevant taxing authority. The determination by the Independent Accountant Allocation Statement shall have no impact on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, Statement of Working Capital for purposes of calculating the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Adjusted Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Price.

Allocation of Purchase Price. Buyer The parties to this Agreement agree to allocate the Purchase Price in accordance with the rules under Section 1060 of the Code, and Seller agree that the Treasury Regulations promulgated thereunder. Such allocation shall be based on the fair market value of the Purchased Acquired Assets. The Assuming Bank agrees to provide Seller with a schedule allocating the Purchase Price among the Acquired Assets will and with a properly completed Internal Revenue Service Form 8594 within 60 days after the Closing Date but in no event later than 90 days before the due date, including extensions, for the consolidated federal income tax return that includes Seller for the taxable year including the Closing Date. If Seller objects to any items reflected on such schedule, Seller shall notify the Assuming Bank of such objection and its reasons for objecting, in which case the Assuming Bank and Seller shall attempt to resolve the disagreement. If the Assuming Bank and Seller cannot resolve the disagreement, the allocation shall be appraised determined by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon a nationally recognized independent appraiser selected by Seller and reasonably acceptable to the parties (the “Appraisal”)Assuming Bank. All costs The fees and expenses of the accounting or appraisal firm in preparing the Appraisal such appraiser shall be borne equally by Buyerthe Assuming Bank and Seller. Buyer shall deliver Seller and the Assuming Bank agree to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) act in accordance with the Appraisal computations and allocations contained in the schedule as finally agreed or determined by such independent appraiser (including any modifications thereto reflecting any post-closing adjustments) in any relevant Tax Returns or similar filings (including any forms or reports required to be filed pursuant to Section 1060 of the Code and or the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate"1060 Forms"). From and after the date hereof, Seller shall cooperate with the Buyer, as ) and to file such 1060 Forms in the extent reasonably requested manner required by Buyer, in connection with matters relating to the Appraisal and such allocationsapplicable law. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, Assuming Bank will promptly notify each other in accordance with Section 14.6 of any challenge by any tax authority to such computations or allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer and Seller agree that (a) No later than forty-five (45) days following the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Closing Date, Buyer shall deliver to Seller a copy of the Appraisal and an Sellers allocation statement with its proposed allocations of the applicable portions of schedule(s) allocating the Purchase Price (and any other applicable amounts as may be adjusted pursuant to the terms of this Agreement) among the Acquired Assets of each Seller, including the Assumed Liabilities to the extent such Liabilities are required to be treated as consideration part of the purchase price for U.S. federal income tax purposes) Tax purposes in accordance with the Appraisal and Section 1060 of the Code and (the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate“Allocation Schedule”). From Such Allocation Schedule shall become final, binding and after conclusive upon Sellers and Buyer on the date hereofforty-fifth (45th) day following Sellers’ receipt of such statement, Seller shall cooperate unless prior to such forty-fifth (45th) day Sellers deliver to Buyer a written notice disputing such Allocation Schedule that sets forth what Sellers believe represent the appropriate allocation of the Purchase Price and Assumed Liabilities among the Acquired Assets, together with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocationsdetailed supporting documentation. If Seller does not notify the Sellers deliver such a dispute notice, then Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement Sellers shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate reasonably cooperate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after agree upon the appropriate allocation under Section 1060 of the Code during the ten-day period beginning on the date of receipt by Buyer of receives such notice from Sellerdispute notice. If such an agreement cannot be reached during such ten-day period, then, within ten days thereafter, Buyer, on the one hand, and Sellers, on the other hand, shall jointly engage and submit the unresolved dispute to a nationally recognized independent registered public accounting firm appointed by mutual agreement of Buyer and Seller Sellers, or, if they are unable to agree on such allocation(s) within such thirty (30) day periodagree, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination selected by the Independent Accountant on the matter shall be bindingBankruptcy Court. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees Buyer and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties Sellers shall use their commercially reasonable best efforts to cause such resolution firm to be rendered issue its written determination regarding the appropriate allocation under Section 1060 as applicable to the terms of this Agreement within thirty fifteen (3015) days after such submission (the final allocation after resolution of all disputes, if any, dispute is referred to herein as, the “Final Allocation”)submitted. The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties Each Party shall use commercially reasonable efforts to update the Final furnish to such firm such work papers and other documents and information as such firm may reasonably request. The determination of such firm shall be final, binding and conclusive upon Buyer and Sellers absent manifest error. The Allocation Schedule shall be revised in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) 1060 of the Code (or to appropriately take into account any similar provision of applicable state, local or foreign Law)additional payments made under this Agreement following the foregoing determination.

Allocation of Purchase Price. Buyer and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the a) The Purchase Price (and including for these purposes the amount of any other applicable amounts treated assumed liabilities included as consideration a part of the purchase price for U.S. federal income tax Tax purposes) shall be allocated among the Company Entity assets in accordance with the Appraisal and manner required by Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder (and any similar provisions provision of state, local, local or non-U.S. Law, as appropriate) (the “Allocation”). From A draft Allocation shall be prepared by Purchaser for the review and approval of Seller within sixty (60) days after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocationsof Closing. If Seller does not notify the Buyer prior to the close of business on the date that is within thirty (30) days after the date of receipt by Seller delivery of the Appraisal and such Allocation, Seller notifies Purchaser in writing that Seller objects to the allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement the Allocation, Purchaser and Seller shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with use commercially reasonable efforts to resolve such allocations. If Seller notifies Buyer dispute within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after thereafter. In the date of receipt by Buyer of such notice from Seller. If Buyer event that Purchaser and Seller are unable to agree on resolve such allocation(s) dispute within such thirty (30) day period, then the parties shall hire Purchaser and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9Seller shall, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission thirty (30) day period, submit the disputed items to the Neutral Auditor for resolution under the procedures set forth in this Section. Purchaser and Seller shall make available to the Neutral Auditor, in connection with the foregoing, all relevant work papers relating to the Allocation calculation. Each Party agrees to promptly execute a reasonable engagement letter, if requested to do so by the Neutral Auditor. Purchaser and Seller, and their respective Representatives, shall cooperate fully with the Neutral Auditor. The Neutral Auditor, acting as an expert and not an arbitrator, shall resolve such disputed items and determine the values to be ascribed thereto, and using those values (together with other items not in dispute) determine the final allocation Allocation as of the Closing Date. The Parties hereby agree that the Neutral Auditor shall only decide the specific disputed items, the values ascribed thereto and using those values (together with the other items included in the draft Allocation) determine the final Allocation, and the Neutral Auditor’s decision with respect to such disputed items and values must be within the range of values assigned to each such item in the draft Allocation and the notice of objection, respectively. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor will be borne equally by Purchaser and Seller. The Neutral Auditor shall be directed to resolve the disputed items and amounts and deliver to Purchaser and Seller a written determination of the final Allocation (such determination to be made consistent with this Section, including a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Neutral Auditor by Purchaser and Seller) within thirty (30) days after being retained (or such longer period as the Neutral Auditor may reasonably require), which determination will be final, binding and conclusive on the Parties and their respective Affiliates and representatives, successors and assigns. Notwithstanding anything herein to the contrary, the dispute resolution of all mechanism contained in this Section shall be the exclusive mechanism for resolving disputes, if any, is referred to herein as, regarding the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties neither Seller nor Purchaser shall use commercially reasonable efforts be entitled to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price indemnification pursuant to this Agreement, and Article 11 for Losses resulting or arising from the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer and Not later than forty-five (45) days after the Closing, Purchaser shall provide Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and with an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and Price, plus any other applicable amounts treated as consideration liabilities deemed assumed for U.S. federal income tax Tax purposes) in accordance with , among the Appraisal and Project Assets as of the Closing Date using the allocation method provided by Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriatethe “Purchase Price Allocation Schedule”). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is Within thirty (30) days after the date its receipt of receipt by Purchaser’s proposed Purchase Price Allocation Schedule, Seller of the Appraisal and such allocation statement that it disputes shall propose to Purchaser any of Buyer’s allocationschanges thereto, the allocations set forth in Buyer’s allocation statement or otherwise shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance deemed to have agreed with such allocationsPurchaser’s proposed Purchase Price Allocation Schedule. If Seller notifies Buyer proposes changes to Purchaser’s proposed Purchase Price Allocation Schedule within such the thirty (30) day period that it disputes any of Buyer’s allocationsdescribed above, the parties Parties shall negotiate cooperate in good faith to finalize such disputed allocation(s) no later than thirty mutually agree upon a revised Purchase Price Allocation Schedule as soon as practicable and in any event within fifteen (3015) days after the date of receipt by Buyer of Seller’s proposed changes. If, after such notice from Seller. If Buyer and Seller fifteen (15) day period, the Parties are unable to agree on a revised Purchase Price Allocation Schedule, the Parties shall refer such allocation(s) within such thirty (30) day perioddispute to an Independent Accounting Firm, then the parties which Independent Accounting Firm shall hire and consult with the Independent Accountant to resolve the disagreement and make a final and binding determination as to all matters in dispute with respect thereto as to the Purchase Price Allocation Schedule (and only such matters) on a timely basis and shall promptly as practicablenotify the Parties in writing of its resolution. The determination Independent Accounting Firm shall not have the power to modify or amend any term or provision of this Agreement. Purchaser, on the one hand, and Seller, on the other hand, shall bear and pay one-half of the fees and other costs for services rendered by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged Accounting Firm pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”)II.3. The parties shall file all applicable Parties agree that they will not take nor will they permit any Affiliate to take, for Tax Returns consistent purposes, any position inconsistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, Allocation Schedule unless otherwise required pursuant to applicable Law. If any adjustment is required to be made to the Purchase Price Allocation Schedule as a “determination” within the meaning of Section 1313(a) result of the Code payment of any additional Purchase Price or otherwise, this Section II.3 shall govern the rights and obligations of the Parties with respect to such revised Purchase Price Allocation Schedule. Each Party shall notify the other Party, within twenty (20) days after notice or any similar provision commencement of applicable statean examination, local audit or foreign Law)other proceeding regarding the allocation determined under this Section II.3.

Allocation of Purchase Price. Buyer (a) Purchaser and Seller agree that shall allocate the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions sum of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) the liabilities of the Company among the assets of the Company in accordance with the Appraisal and Section manner required by section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. Within sixty (60) days after the Closing Date, Purchaser shall use its reasonable efforts to prepare and deliver to Seller a proposed IRS Form 8594 allocating all such amounts as provided herein, and a statement specifying a methodology for the allocation of any similar provisions of stateadjustments to the Purchase Price under this Agreement (together, local, or non-U.S. Law, as appropriatethe “Asset Acquisition Statement”). From and after the date hereof, Seller shall cooperate with the Buyer, as Purchaser and to the extent reasonably requested by Buyer, Purchaser’s representatives in connection with matters relating the preparation of such Asset Acquisition Statement, including by furnishing such information and access to books, records, personnel and properties as may be reasonably requested. Both Purchaser and Seller shall file such Asset Acquisition Statement in the manner required by Treasury Regulation section 1.1060-1(e). Such Asset Acquisition Statement shall become final and binding for purposes of this Section 2.3 unless Seller objects in writing to the Appraisal and such allocationsAsset Acquisition Statement within ten (10) days after Seller’s receipt thereof. If Seller does not notify so objects, Purchaser and Seller shall in good faith attempt to resolve the Buyer prior dispute within sixty (60) days of written notice to Purchaser of Seller’s objection. Seller and Purchaser agree to submit any unresolved dispute to arbitration to one of the close of business major nationally-recognized certified public accounting firms (the “Reviewing Accountants”), whose decision on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement matter shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocationshereto. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer Purchaser and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, will each pay one-half of the fees and expenses of the Independent Accountant Reviewing Accountant. Seller shall be borne by Seller cooperate with Purchaser and Buyer in inverse proportion Purchaser’s representatives, as such parties may prevail on well as the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Reviewing Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance connection with the allocation methodology utilized in matters contemplated by this Section 2.9 following any adjustment 2.3, including, by furnishing such information and access to the Purchase Price pursuant to this Agreementbooks, records, personnel and the parties shall report consistently with such Final Allocation, properties as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)may be reasonably requested.

Allocation of Purchase Price. (a) To the extent a third party acquires any Transferred Real Property at the Closing from Seller, the portion of the Purchase Price funded at Closing by such third party acquiror will constitute the fair market value of such Transferred Real Property. To the extent GPMP acquires at Closing the Supplier Based Intangible and the fuel supply agreements constituting part of the Assigned Contracts, the portion of the Purchase Price funded by GPMP to or on behalf of Seller, which shall be an amount not to exceed $100 million, will constitute the fair market valuation of the Supplier Based Intangible and the fuel supply agreements constituting part of the Assigned Contracts, as applicable, and Buyer and Seller agree that the fair market value Tax allocation with respect to the Supplier Based Intangible shall equate to such amount so funded by GPMP. The Purchase Price with respect to the remainder of the Purchased Assets will be appraised not funded by PricewaterhouseCoopers such third party or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal GPMP shall be borne by Buyer. Buyer shall deliver to Seller a copy of allocated among Seller’s Inventory and Store Cash based on the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated value as consideration for U.S. federal income tax purposes) determined in accordance with Section 2.05 and shall be allocated among the Appraisal and other Purchased Assets in accordance with Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law1986, as appropriateamended (the “Code”). From and after Buyer shall share any appraisals Buyer obtains on any of the date hereofPurchased Assets with Seller for Seller’s consideration, but for the avoidance of doubt if Seller disagrees with Xxxxx’s appraisal then Seller shall cooperate with not be bound to report the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and allocation of Purchase Price among such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, other Purchased Assets in accordance with such allocationsappraisals. If Seller notifies Buyer within such thirty (30) day period that it disputes Subject to the requirements of any applicable Tax Law and the rulings of Buyer’s allocationsany applicable Governmental Authority, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt all Tax Returns and reports filed by Buyer of such notice from Seller. If Buyer Xxxxx and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult be prepared consistently with the Independent Accountant to resolve the disagreement foregoing allocation if and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation agreed in accordance with this Section. Seller and Xxxxx each agree to notify the allocation methodology utilized other in this Section 2.9 following the event any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (is proposed or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take so required or imposed by any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Governmental Authority.

Allocation of Purchase Price. Buyer and Seller Sellers shall use their good faith best efforts to agree that upon an allocation among the fair market value Acquired Assets of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions sum of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance the Assumed Liabilities consistent with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder within sixty (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (3060) days after the Closing Date (or such later date as the Parties may mutually agree). Buyer and Sellers may jointly agree to obtain the services of receipt by Seller an independent engineer or appraiser (the “Independent Appraiser”) to assist the Parties in determining the fair value of the Appraisal and Acquired Assets solely for purposes of such allocation statement that it disputes any under this Section 2.7. If such an appraisal is made, Buyer and Sellers agree to accept the Independent Appraiser’s determination of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement fair value of the Acquired Assets. The cost of the appraisal shall be final borne equally by Buyer and binding on the parties Sellers, such that Buyer shall pay fifty percent (50%) of such cost and the parties Sellers collectively shall complete pay fifty percent (50%) of such cost. Each of Buyer and timely Sellers agree to file any necessary Internal Revenue Service Form 8594 (“Form 8594”) and all federal, state, local and foreign Tax forms, and their respective income Tax Returns, Returns in accordance with such allocationsagreed allocation (giving effect to mutually-agreed upon adjustments as a result of adjustments to the Closing Purchase Price pursuant to Section 2.6 and Section 2.8). If Seller notifies Buyer within such thirty (30) day period that it disputes any Each of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then Sellers shall report the parties shall hire transactions contemplated by this Related Purchase Agreement and consult the Ancillary Agreements for federal Income Tax and all other Tax purposes in a manner consistent with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination allocation, if agreed-upon or determined by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged Appraiser in each case pursuant to this Section 2.92.7. In each case, each of Buyer and Sellers agree to provide the fees other promptly with any other information required to complete Form 8594. Each of Buyer and expenses Sellers shall notify and provide the other with reasonable assistance in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Price.

Allocation of Purchase Price. Buyer and Seller agree that (a) The allocation of the fair market value of Purchase Price among the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by allocated in a manner to be determined between the parties (Vendor and the “Appraisal”)Purchaser, each acting reasonably, within 60 days following the Closing Date. All costs If the Purchaser and expenses of the accounting or appraisal firm in preparing Vendor fail to agree on the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (within 60 days following the Closing Date, the Purchaser and any other applicable amounts treated as consideration the Vendor will refer the items in dispute to the Independent Auditor for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 determination within 5 Business Days of the Code 60 day period. The Purchaser and the Treasury Regulations promulgated thereunder (Vendor will each deliver notice of such dispute in writing to the Independent Auditor within such 5 Business Day period. The notice will detail the items disputed by a Party, including the basis for such dispute. The Independent Auditor will be permitted to review all working papers, books of account and any similar provisions other documents relating to the Businesses relevant to the preparation and determination of statethe allocation of the Purchase Price, localand will determine the item or items in dispute within 15 Business Days following the referral thereof. Upon completion by the Independent Auditor of the review, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with Independent Auditor will deliver to the Buyer, as Vendor and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller Purchaser its report setting out their determination of the Appraisal and such items in dispute. The determination of the Independent Auditor regarding the allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall Purchase Price will be final and binding on the parties Purchaser and the parties Vendor. The costs of the Independent Auditor will be allocated between the Vendor and the Purchaser as determined by the Independent Auditor proportionately and based on the relative success of the Parties in such dispute. The Vendor and the Purchaser shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, Returns in accordance a manner consistent with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, the Purchase Price. If the allocation of the Purchase Price is referred to herein asdisputed by any taxation or other Governmental Authority, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with Party receiving notice of such Final Allocation dispute will promptly notify the other Party and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall the Parties will use their commercially reasonable efforts to update sustain the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)final allocation.

Allocation of Purchase Price. Buyer and Seller The Parties agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal Asset Consideration shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) allocated in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. The Parties agree that Landcadia shall prepare and provide to Seller Parent a draft allocation of the Asset Consideration among the Purchased Assets within ninety (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and 90) days after the date hereof, Closing Date. Seller Parent shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is Landcadia within thirty (30) days after the date of receipt by of such draft allocation of any objection Seller Parent may have thereto. Unless Seller Parent delivers a notice of objection with respect to the allocation of the Appraisal and such allocation statement that it disputes any Asset Consideration by the conclusion of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties draft allocation provided by Landcadia to Seller Parent pursuant to the second sentence of this Section 2.6 shall hire become final and consult with binding upon the Independent Accountant Parties. Landcadia and Seller Parent agree to resolve the any disagreement and make a determination with respect thereto as promptly as practicableto such allocation in good faith. The determination by If Landcadia and Seller Parent are unable to timely resolve such disagreement within thirty (30) days following the Independent Accountant on the matter delivery of such a notice of objection, then any remaining disputed matters shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9finally and conclusively determined by a mutually agreed independent accounting firm, the fees and expenses of the Independent Accountant which shall be borne paid by Landcadia and Seller Parent in a manner determined by such accounting firm. In addition, the Parties hereby undertake and Buyer agree to file timely any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060(b) of the Code, and shall use an agreed allocation determined pursuant to this Section 2.6 in inverse proportion connection with the preparation of Internal Revenue Service Form 8594 as such parties may prevail on Form relates to the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”)Purchased Assets. The parties No Party shall file all applicable any Tax Returns consistent with such Final Allocation and not Return or other document or otherwise take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance which is inconsistent with the an agreed allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price determined pursuant to this AgreementSection 2.6, except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service or as required by Law; provided, that no Party (nor their Affiliates) shall be obligated to litigate any challenge to such allocation of the Asset Consideration by any Governmental Authority. The Parties shall promptly inform one another of any challenge by any Governmental Authority to any agreed allocation made pursuant to this Section 2.6 and agree to consult with and keep one another informed with respect to the state of, and the parties shall report consistently any discussion, proposal or submission with respect to, such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)challenge.

Allocation of Purchase Price. Buyer and Seller agree that Purchaser shall provide to Sellers a draft allocation of the fair market Purchase Price plus the value of any Assumed Liabilities (to the extent properly taken into account for income Tax purposes) among the Purchased Assets no later than seventy-five (75) days following the Closing, which shall be prepared by Purchaser in accordance with the methodology set forth on Exhibit C. The parties shall cooperate in good faith to agree on such allocation for a period of fifteen (15) days after Purchaser delivers the draft allocation. If Sellers and Purchaser are unable to agree upon the allocation of the Purchase Price within fifteen (15) days, then Sellers and Purchaser shall submit the items in dispute to PricewaterhouseCoopers LLP or if such firm is unable or unwilling to act, an independent, nationally recognized accounting firm reasonably acceptable to Sellers and Purchaser, will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by resolve the parties items in dispute and determine the allocation of the Purchase Price (such firm, the “AppraisalAccounting Firm”). All If a Tax Return is required by applicable law to be filed or a payment of Taxes made before the Accounting Firm has resolved the disputed items (taking into account valid extensions of time within which to file, which shall be sought to the extent necessary to permit the resolution of disputed items), the Tax Return shall be filed or payment made as determined by Purchaser, and shall be amended if necessary to reflect the determination of the Accounting Firm with respect to the disputed items. The fees, costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall Accounting Firm will be borne pro rata as between Sellers, on the one hand, and Purchaser, on the other hand, in proportion to the final allocation made by Buyer. Buyer shall deliver to Seller a copy such Accounting Firm of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) disputed items in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and relation to the extent reasonably requested claims made by BuyerSellers and Purchaser, in connection with matters relating such that the prevailing party pays the lesser proportion of such fees, costs and expenses. The allocation as agreed to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be or determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment Accounting Firm shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts adhered to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable for Tax Returns consistent with such Final Allocation and not take any position contrary thereto purposes in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwisegovernmental statements and filings of the parties, unless otherwise required pursuant to by a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Tax Authority.

Allocation of Purchase Price. Buyer and Seller agree that As promptly as practicable, but no later than sixty (60) days following the fair market value last day of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by month in which the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Closing occurs, Buyer shall deliver to Seller a copy of the Appraisal and prepare an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any all other applicable amounts treated as consideration for U.S. federal income tax purposesallocable costs) among the assets of the Company in accordance with the Appraisal and Section Code Sections 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions provision of state, local, local or non-U.S. Lawlaw, as appropriate) (the “Allocation”). From and after Buyer shall promptly submit the date hereof, Seller shall cooperate with the Buyer, as and Allocation to the extent reasonably requested by Buyer, in connection with matters relating Company for approval. Buyer will make available to the Appraisal Company and such allocationsits accountant all records of work papers used in preparing the Allocation. If Seller does not notify the Buyer prior to the close of business on the date that is The Company shall have thirty (30) days after to review the date Allocation. If the Company does not deliver written notice to Buyer of receipt by Seller of the Appraisal and such allocation statement that it disputes any of disagreement with Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer calculations within such thirty (30) day period that it disputes review period, then the Allocation shall become final. If the Company disagrees with any of item set forth in Buyer’s allocationsAllocation, the parties Parties will have fifteen (15) days to attempt to mutually resolve the disagreement. If any item remains in dispute at the end of the fifteen (15) day period, the dispute will be submitted to and settled by Ernst & Young or another independent accounting firm of nationally recognized standing reasonably satisfactory to the Company and Buyer (who shall negotiate not have any material relationship with the Company, the Seller Members or Buyer) (the “Independent Accountant”). The Company and Buyer shall jointly engage the Independent Accountant to review this Agreement and to resolve the disputed items or amounts for the purpose of calculating the Allocation. In making such calculation, the Independent Accountant shall, acting as an expert and not an arbiter, consider only those items or amounts in good faith the Buyer’s calculation of the Allocation as to finalize such disputed allocation(s) no later than which the Company has disagreed. The Independent Accountant’s determination will be based solely on presentations by the Company and Buyer and the Independent Accountants shall deliver to the Company and Buyer as promptly as practicable (but in any event within thirty (30) days after of its engagement) a report setting forth such calculation. Such report shall be final and binding upon the date of receipt by Buyer of such notice from Seller. If Buyer Company, the Seller Members and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicableBuyer. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant Account shall be borne equally by the Company and Buyer. Buyer, the Seller Members, the Company and Buyer in inverse proportion as such parties may prevail on their Affiliates agree (i) that the resolution Allocation shall represent the fair market values of the disagreement which proportionate allocation also will be determined by Company’s assets, (ii) to prepare and file all Tax Returns (including, but not limited to, Internal Revenue Service Forms 8594 and 8308) in a manner consistent with the Independent Accountant and be included in the Independent Accountant’s written reportAllocation, and an appropriate adjustment and payment shall be made within three (3iii) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts not to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any Tax position contrary thereto (whether in such Tax audits, Tax Returns or otherwise) that is inconsistent with the Allocation unless required to do so by applicable law. The parties All adjustments to the Purchase Price shall use commercially reasonable efforts to update the Final Allocation also be allocated in accordance with the allocation methodology utilized set forth in this Section 2.9 following any adjustment the Allocation. The Company shall timely and properly prepare, execute, file and deliver all documents, forms and other information as Buyer may reasonably request to prepare the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the The Purchase Price (and taking into account any other applicable amounts treated as consideration adjustments thereto), plus the amount of the Assumed Liabilities included in the amount realized on the sale of the Acquired Assets for U.S. United States federal income tax purposes) , shall be allocated among the Acquired Assets in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar comparable provision of applicable state, local or foreign LawLegal Requirements). The parties have tentatively agreed to the allocation set forth on Schedule 2.5 (the “Allocation Schedule”); provided that Seller and Buyer acknowledge and agree that (a) Buyer will retain a nationally recognized independent licensed appraiser (the “Appraiser”) to value the individual assets comprising the Acquired Assets (such valuation, the “Appraisal”) and (b) Buyer shall not be bound by the Allocation Schedule to the extent it is inconsistent with the Appraisal. Seller shall reasonably cooperate with the appraisal process, including responding to any reasonable requests for information from the Appraiser, and shall be entitled to receive, review and respond to draft reports prior to completion of the Appraisal. Buyer shall direct the Appraiser to consider in good faith any comments of Seller on any draft reports, provided the Appraiser shall retain the ultimate discretion and authority with respect to the Appraisal. Buyer shall deliver a copy of the Appraisal to Seller upon completion. Buyer, Seller, Shareholder and their respective Affiliates shall report the purchase and sale of the Acquired Assets on all relevant Tax Returns, including IRS Form 8594 and any amendments thereto, consistent with the Allocation Schedule unless the allocation is inconsistent with the Appraisal, in which case, Buyer shall file its Tax Returns consistent with the Appraisal and Seller may file its Tax Returns consistent with the Allocation Schedule or the Appraisal. Neither Buyer nor Seller shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the allocation reported on their respective Tax Returns unless required to do so by Legal Requirements; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Allocation Schedule or the Appraisal and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging the Allocation Schedule or the Appraisal.

Allocation of Purchase Price. Buyer and Seller (a) The parties agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions allocate $9,000,000 of the Purchase Price to the Purchased Stock and the balance of the Purchase Price shall be allocated to the Purchased Assets (and any other applicable amounts treated as consideration the “Asset Purchase Price”). (b) Within sixty (60) days of the determination of the Final Adjustment Amount, Purchaser shall provide to Seller a schedule allocating the Asset Purchase Price (taking into account only Assumed Liabilities that are liabilities for U.S. federal income tax Tax purposes) between the Purchased Stock and the Purchased Assets and, with respect to the Purchased Assets, among the Purchased Assets (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule will be prepared in accordance with the Appraisal and Section 1060 applicable provisions of the Code and the Treasury Regulations promulgated thereunder methodologies set forth on Schedule 2.6. (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after c) If within the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days of receiving the Purchase Price Allocation Schedule, the Seller has not objected, the Purchase Price Allocation Schedule shall be final and binding. If within thirty (30) days the Seller objects to the Purchase Price Allocation Schedule, the Seller and Purchaser shall cooperate in good faith to resolve their differences, provided that if after thirty (30) days, the date of receipt by Seller and Purchaser are unable to agree, the Parties shall retain the Accounting Firm to resolve their dispute, provided that the Accounting Firm utilize the methodologies for determining fair market sale as set forth on Schedule 2.6. The determination of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement Accounting Firm shall be final and binding on the parties parties. The cost of the Accounting Firm shall be shared equally by Seller and the parties Purchaser. (d) The Parties shall complete and timely file any necessary make appropriate adjustments to the Purchase Price Allocation Schedule to reflect changes in the Purchase Price. The Parties agree for all Tax forms, and their respective income Tax Returns, reporting purposes to report the Transaction in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocationsthe Purchase Price Allocation Schedule, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged adjusted pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written reportpreceding sentence, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns during the course of any audit or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently other proceeding inconsistent with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, schedule unless otherwise required pursuant to by a “determination” within the meaning of Section 1313(a) determination of the Code (applicable Governmental Authority that is final or any similar provision good faith resolution of applicable state, local or foreign Law).a Tax Proceeding. 5

Allocation of Purchase Price. Seller and Buyer and Seller agree recognize that the fair market value purchase of the Purchased Assets Membership Interests will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by treated for federal income tax purposes as the parties (the “Appraisal”). All costs and expenses purchase of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy Assets of the Appraisal Company. Seller and an Buyer agree to cooperate in good faith to determine a reasonable allocation statement with its proposed allocations of the applicable portions of the Purchase Price as determined for federal income tax purposes among the Assets in accordance with Section 1060 of the Code and the Treasury regulations thereunder. On or prior to the date ninety (90) days after the Closing Date, Buyer shall provide to Seller Buyer’s proposed allocation of the Purchase Price. Within thirty (30) days after the receipt of such allocation, Seller shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation. Seller and Buyer shall cooperate in good faith to attempt to mutually agree to such allocation and shall reduce any such agreement to writing, including jointly and properly completing an IRS Form 8594, and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance forms or statements required by the Code, Treasury regulations or the IRS, together with any and all attachments required to be filed therewith. Seller and Buyer shall file timely any such forms and statements with the Appraisal and IRS. The allocation of the Purchase Price shall be revised to take into account any subsequent adjustments to the Purchase Price in the manner provided by Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate)thereunder. From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant shall not file (and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment Seller shall be made within three (3cause SR E&P not to file) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable any Tax Returns consistent with such Final Allocation and not Return or other documents or otherwise take any position contrary thereto in such Tax Returns or otherwisewith respect to Taxes that is inconsistent with any agreed upon allocation of the Purchase Price. The parties Notwithstanding the foregoing, Buyer shall use commercially reasonable efforts not be required to update the Final Allocation in accordance with agree upon the allocation methodology utilized in this Section 2.9 following any adjustment to of the Purchase Price pursuant to this Agreementfor Tax purposes with Seller and, and if no agreement is reached, the parties shall Parties may report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) different allocations of the Code (or any similar provision of applicable state, local or foreign Law)Purchase Price.

Allocation of Purchase Price. Buyer and Not later than forty-five (45) days after the Closing, Purchaser shall provide Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and with an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and Price, plus any other applicable amounts treated as consideration liabilities deemed assumed for U.S. federal income tax Tax purposes) in accordance with , among the Appraisal and Project Assets as of the Closing Date using the allocation method provided by Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriatethe “Purchase Price Allocation Schedule”). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is Within thirty (30) days after the date its receipt of receipt by Purchaser’s proposed Purchase Price Allocation Schedule, Seller of the Appraisal and such allocation statement that it disputes shall propose to Purchaser any of Buyer’s allocationschanges thereto, the allocations set forth in Buyer’s allocation statement or otherwise shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance deemed to have agreed with such allocationsPurchaser’s proposed Purchase Price Allocation Schedule. If Seller notifies Buyer proposes changes to Purchaser’s proposed Purchase Price Allocation Schedule within such the thirty (30) day period that it disputes any of Buyer’s allocationsdescribed above, the parties Parties shall negotiate cooperate in good faith to finalize such disputed allocation(s) no later than thirty mutually agree upon a revised Purchase Price Allocation Schedule as soon as practicable and in any event within fifteen (3015) days after the date of receipt by Buyer of Seller’s proposed changes. If, after such notice from Seller. If Buyer and Seller fifteen (15) day period, the Parties are unable to agree on a revised Purchase Price Allocation Schedule, the Parties shall refer such allocation(s) within such thirty (30) day perioddispute to an Independent Accounting Firm, then the parties which Independent Accounting Firm shall hire and consult with the Independent Accountant to resolve the disagreement and make a final and binding determination as to all matters in dispute with respect thereto as to the Purchase Price Allocation Schedule (and only such matters) on a timely basis and shall promptly as practicablenotify the Parties in writing of its resolution. The determination Independent Accounting Firm shall not have the power to modify or amend any term or provision of this Agreement. Purchaser, on the one hand, and Seller, on the other hand, shall bear and pay one-half of the fees and other costs for services rendered by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged Accounting Firm pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”)2.3. The parties shall file all applicable Parties agree that they will not take nor will they permit any Affiliate to take, for Tax Returns consistent purposes, any position inconsistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, Allocation Schedule unless otherwise required pursuant to applicable Law. If any adjustment is required to be made to the Purchase Price Allocation Schedule as a “determination” within the meaning of Section 1313(a) result of the Code payment of any additional Purchase Price or otherwise, this Section 2.3 shall govern the rights and obligations of the Parties with respect to such revised Purchase Price Allocation Schedule. Each Party shall notify the other Party, within twenty (20) days after notice or any similar provision commencement of applicable statean examination, local audit or foreign Law)other proceeding regarding the allocation determined under this Section 2.3.

Allocation of Purchase Price. Buyer and Seller agree that Within thirty (30) days after the fair market value determination of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed Final Purchase Price, Sellers and Buyer shall agree upon by the parties (the “Appraisal”). All costs and expenses an allocation of the accounting or appraisal firm purchase price (as determined in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement accordance with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. US federal income tax purposesprinciples) among the Acquired Assets in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”), provided that the purchase price shall not be increased by or otherwise reflect the obligations under any of the Assigned Contracts. Buyer and Sellers shall work in good faith to resolve any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after disagreements regarding the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocationsPurchase Price Allocation. If Seller does not notify the Parties fail to agree within such 30-day period upon Purchase Price Allocation, such dispute shall be resolved by an independent accounting firm mutually acceptable to Buyer prior to and Sellers, and the close decision of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement independent accounting firm shall be final and binding on the parties Parties. Sellers together shall bear and the parties pay one-half of such fees and other costs charged by such accounting firm and Buyer shall complete bear and pay one-half of such fees and other costs. Sellers and Buyer shall each prepare and timely file IRS Form 8594 “Asset Acquisition Statement Under Section 1060” and any necessary Tax formsother similar statements or forms as are prescribed under federal, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Tax Law (including any exhibits thereto) to report the Purchase Price Allocation. The Parties agree that they shall not, and shall not permit their Affiliates to take a position on any Tax Return or for any Tax purpose that is inconsistent with the Purchase Price Allocation unless otherwise required by applicable laws; provided, however, that neither Sellers nor Buyer shall be obligated to litigate any challenge to the Purchase Price Allocation by any Governmental Authority. The Parties agree to provide, and shall cause their Affiliates to provide, each other promptly with any information required to complete such Tax forms or statements as are required under applicable law to report the Purchase Price Allocation.

Allocation of Purchase Price. Buyer For U.S. federal and applicable state and local income Tax purposes, each of Buyer, the Company and Seller agree that intends, and shall treat and report (and, to the fair market value extent applicable, cause its Affiliates to treat and report), the transfer of the Purchased Assets will be appraised Membership Interests to Buyer pursuant to Section 1.01 as the sale by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses Seller to Buyer of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy assets of the Appraisal Company and an allocation statement with its proposed allocations of the applicable portions Subsidiaries for aggregate consideration consisting of the Purchase Price (and any plus other applicable amounts properly treated as consideration for U.S. federal income tax Tax purposes). The Purchase Price and other amounts properly treated as consideration for Tax purposes shall be allocated among the assets of the Company and its Subsidiaries (the “Allocation Schedule”) in accordance with the Appraisal Schedule 1.02(b) and Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the related Treasury Regulations (and any similar provision of state, local or foreign Tax Law), which Allocation Schedule Buyer shall prepare and deliver to Seller within 90 days after the Closing Date. If Seller notifies Buyer in writing within 20 days of Buyer’s delivery to Seller of the Allocation Schedule that Seller 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 Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within 30 days following Seller’s written notification to Buyer of such objection, such dispute shall be resolved by the Accountants. The fees and expenses of the Accountants for their review and resolution of any such disputed items shall be borne by Buyer and Seller in inverse proportion as Buyer and Seller, respectively, may prevail on the matters resolved by the Accountants under this Section 1.02(b) (determined based on the final determination of the disputed items, measured in terms of dollars, relative to the aggregate dollar amount of the items in dispute), which proportionate allocation shall also be determined by the Accountants. Within 30 days of any adjustment to the Purchase Price under any provision of this Agreement, Buyer shall adjust the Allocation Schedule in a manner consistent with Code Section 1060 and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein asadjusted, the “Final AllocationAdjusted Allocation Schedule”)) and this Section 1.02(b) and deliver a copy of the Adjusted Allocation Schedule to Seller. The parties Any disputes concerning the Adjusted Allocation Schedule shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation be resolved in accordance with the allocation methodology utilized foregoing procedures set forth in this Section 2.9 following any adjustment 1.02(b). Seller and Buyer agree to utilize the Purchase Price pursuant to this Agreement, and Allocation Schedule (or the parties shall report consistently with such Final AllocationAdjusted Allocation Schedule, as adjustedapplicable) for Tax reporting purposes, on all including the filing of Form 8594 with the Internal Revenue Service. Unless otherwise required by a Final Determination, no party shall file any Tax Returns (Return with, or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns any proceedings before, any Governmental Authority that is inconsistent with the Allocation Schedule (or otherwisethe Adjusted Allocation Schedule, unless otherwise required pursuant to a “determination” within as applicable). If any state or federal taxing authority challenges the meaning of Section 1313(a) Allocation Schedule (or the Adjusted Allocation Schedule, as applicable), the party receiving notice of the Code (or any similar provision of applicable state, local or foreign Law).challenge shall promptly provide notice to the other parties. Section 1.03

Allocation of Purchase Price. For Tax purposes, Buyer shall prepare an allocation of the Purchase Price, plus the Assumed Liabilities to the extent treated as purchase price consideration for income Tax purposes and Seller agree that all other amounts treated as purchase price consideration for income Tax purposes (such total amount, the fair market value of “Tax Consideration”) among the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses as of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) Closing Date in accordance with the Appraisal methodologies set forth on Schedule 2.8 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions provision of state, local, state or non-U.S. local Law, as appropriateapplicable (the “Allocation Schedule”). From and after ; provided that (i) no amount of the date hereof, Seller Tax Consideration shall cooperate with the Buyer, as and be allocated to the extent reasonably requested by Buyer, in connection with matters relating non-competition and other restrictive covenants hereunder (including pursuant to Section 6.10) and (ii) Purchased Assets that are subject to the Appraisal KPMG Report will be valued at the values attributed to such items in the KPMG Report. A draft of the Allocation Schedule shall be prepared by Buyer and such allocationsdelivered to Seller within one hundred and twenty (120) days following the Closing Date. Seller will deliver written notice of any comments to the draft Allocation Schedule within thirty (30) days of Seller’s receipt thereof. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and deliver such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer written notice within such thirty (30) day period that it disputes any of Buyer’s allocationsperiod, the Allocation Schedule as drafted by Buyer shall become final and binding on the parties shall negotiate in good faith hereto. If Seller delivers written notice of comments to finalize the draft Allocation Schedule within such disputed allocation(s) no later than thirty (30) days after day period, Buyer and Seller agree to use good faith efforts to resolve any disputes regarding the date of receipt by Buyer of such notice from SellerAllocation Schedule. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then upon the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered final Allocation Schedule within thirty (30) days after such submission (following receipt by Buyer of Seller’s written notice of comments, then either Buyer or Seller shall have the final allocation after resolution of all disputesright to cause the disputed items to be submitted to the Independent Accounting Firm for resolution, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized provisions of Sections 2.6(c) and 2.6(d), mutatis mutandis. The Allocation Schedule as agreed upon by Buyer and Seller (either because Seller does not object in this Section 2.9 following any adjustment writing to the Purchase Price Allocation Schedule or as a result of good faith negotiations between Buyer and Seller) or determined by the Independent Accounting Firm shall be final and binding upon all parties to this Agreement. Seller and Buyer agree to cooperate with one another, and to furnish each other with such information as is reasonably requested by the other party, for purposes of determining the allocation of the Tax Consideration among the Purchased Assets hereunder. Seller Parties and Buyer shall, and shall cause their Affiliates to, file all Tax Returns in a manner that is consistent with the Allocation Schedule, as finally determined pursuant to this AgreementSection 2.8, including in preparing and filing IRS Form 8594 or any comparable form under other applicable Tax Law, and the parties no party shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto for Tax purposes in such Tax Returns or otherwiseany forum that is inconsistent therewith, unless otherwise required pursuant to by a “determination” within as defined in Code Section 1313 and corresponding provisions of other applicable Law. Seller and Buyer shall cooperate in good faith to update the meaning of Section 1313(a) allocation of the Code Tax Consideration among the Purchased Assets in accordance with the provisions of this Section 2.8 and Schedule 2.8 (or including the dispute resolution mechanisms in this Section 2.8) to account for any similar provision adjustments to the Tax Consideration that occur after the Closing Date. If any Governmental Authority challenges the allocation set forth in the Allocation Schedule, the Person receiving notice of applicable state, local or foreign Law)the challenge shall promptly provide notice to the other parties.

Allocation of Purchase Price. Buyer The parties to this Agreement agree ----------------------------- to allocate the Purchase Price in accordance with the rules under Section 1060 of the Code, and Seller agree that the Treasury Regulations promulgated thereunder. Such allocation shall be based on the fair market value of the Purchased Acquired Assets. The Assuming Bank agrees to provide Seller with a schedule allocating the Acquired Assets will and with a properly completed Internal Revenue Service Form 8594 within 60 days after the Closing Date but in no event later than 90 days before the due date, including extensions, for the consolidated federal income tax return that includes Seller for the taxable year including the Closing Date. If Seller objects to any items reflected on such schedule, Seller shall notify the Assuming Bank of such objection and its reasons for objecting, in which case the Assuming Bank and Seller shall attempt to resolve the disagreement. If the Assuming Bank and Seller cannot resolve the disagreement, the allocation shall be appraised determined by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon a nationally recognized independent appraiser selected by Seller and reasonably acceptable to the parties (the “Appraisal”)Assuming Bank. All costs The fees and expenses of the accounting or appraisal firm in preparing the Appraisal such appraiser shall be borne equally by Buyerthe Assuming Bank and Seller. Buyer shall deliver Seller and the Assuming Bank agree to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) act in accordance with the Appraisal computations and allocations contained in the schedule as finally agreed or determined by such independent appraiser (including any modifications thereto reflecting any post- closing adjustments) in any relevant Tax Returns or similar filings (including any forms or reports required to be filed pursuant to Section 1060 of the Code and or the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate"1060 Forms"). From and after the date hereof, Seller shall cooperate with the Buyer, as ) and to file such 1060 Forms in the extent reasonably requested manner required by Buyer, in connection with matters relating to the Appraisal and such allocationsapplicable law. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, Assuming Bank will promptly notify each other in accordance with Section 14.6 of any challenge by any tax authority to such computations or allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. The Parties hereto agree that, for Buyer’s and Seller’s respective federal, state, local and foreign income Tax purposes, the Aggregate Purchase Price shall be allocated among the Purchased Assets as mutually agreed by Buyer and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement manner consistent with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code (such allocation as agreed by Buyer and Seller or as finally determined by the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. LawIndependent Accountant, as appropriatethe case may be, the “Allocation Schedule”). From and after Buyer shall deliver a draft of such schedule to the date hereof, Seller not later than 60 days following the Closing Date. Seller shall cooperate with the Buyer, as and deliver to the extent reasonably requested by BuyerBuyer within 30 days after receipt of such schedule any objection that Seller may have to such schedule and, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller absence of the Appraisal and delivery of any such allocation statement that it disputes any of Buyer’s allocationsobjection during such 30 day period, the allocations set forth in Buyer’s allocation statement Allocation Schedule prepared by Buyer shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocationsParties. If Seller notifies delivers any such objection to Buyer, Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties and Seller shall negotiate in good faith and use their reasonable best efforts to finalize resolve any such dispute. If the Parties fail to agree within 30 days following Buyer’s receipt of such objection, then the disputed allocation(s) no later than thirty (30) items shall be submitted jointly by the Parties to the Independent Accountant for resolution, whose determination shall be final and binding on the Parties. The Independent Accountant shall resolve the dispute within 30 days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable item has been referred to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicableit. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9costs, the fees and expenses of the Independent Accountant shall be borne equally by Seller and Buyer in inverse proportion as such parties may prevail Seller, on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written reportone hand, and an appropriate adjustment Buyer, on the other hand. Buyer and payment shall be made within three (3) Business Days of the resolution by the Independent AccountantSeller each agree to file Internal Revenue Service Form 8594, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputesfederal, if anystate, is referred to herein aslocal and foreign Tax Returns, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following Allocation Schedule. Buyer and Seller each agree to provide the other promptly with any adjustment other information required to complete Form 8594. The Allocation Schedule shall be amended upon notice by Buyer of any required modifications thereto reasonably determined by Buyer after reasonable consultation with Seller to be necessary related to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of adjustments contemplated by Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)3.04.

Allocation of Purchase Price. Buyer (a) Within ninety (90) days following the Closing Date, the Seller shall prepare and Seller agree that the fair market value of the Purchased Assets will provide, or cause to be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs prepared and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by provided, to Buyer. Buyer shall deliver to Seller , for Buyer’s review, a copy of the Appraisal and an proposed allocation statement with its proposed allocations of the applicable portions of the Purchase Price and other consideration to be paid to the Seller, including the Assumed Liabilities, among the Purchased Assets (the “Proposed Allocation”). The Proposed Allocation shall be reasonable and any other applicable amounts treated as consideration for U.S. federal income tax purposes) shall be prepared in accordance with the Appraisal and principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of stateregulations thereunder. The Buyer will review the Proposed Allocation and, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to disagrees with the close content of business on the date that is Proposed Allocation, the Buyer will inform Seller of such disagreement within thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocationsProposed Allocation. If Seller notifies the Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate does not object in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within writing during such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter Proposed Allocation shall be bindingfinal and binding on all parties. If an Independent Accountant is engaged pursuant to this Section 2.9the Buyer objects in writing during such thirty (30) day period, then the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer will attempt in inverse proportion as good faith to resolve any such parties may prevail disagreement. If the Seller and Buyer are unable to reach an agreement on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered Proposed Allocation within thirty (30) days after (or such submission (other period as mutually agreed by the parties) of the Seller’s receipt of the Buyer’s objection, a mutually agreed nationally recognized independent accounting firm will be retained to resolve solely any issue in dispute as promptly as possible by deciding whether the valuation and related allocation of the Seller or Buyer is more consistent with applicable Law, and the determination of such firm shall be final and binding upon all parties. The allocation after resolution of all disputes, if any, is as finally determined shall be referred to herein as, as the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the .” Any subsequent allocation methodology utilized in this Section 2.9 following any necessary as a result of an adjustment to the Purchase Price pursuant consideration to this Agreement, and be paid hereunder shall be determined by Buyer in a manner consistent with the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) . The fees and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) expenses of the Code independent accounting firm shall be paid fifty percent (or any similar provision of applicable state, local or foreign Law)50%) by the Seller and fifty percent (50%) by Buyer.

Allocation of Purchase Price. Buyer For U.S. federal and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs applicable state and expenses of the accounting or appraisal firm in preparing the Appraisal local income Tax purposes, Purchaser, Seller, and their respective Affiliates shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of allocate the Purchase Price (and any other applicable amounts but including Assumed Liabilities only to the extent such liabilities are required to be treated as consideration part of the purchase price for applicable U.S. federal income tax Tax purposes) among the Acquired Assets in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. As soon as commercially practicable, but no later than sixty (and any similar provisions 60) days following the determination of statethe Final Inventory, local, or non-U.S. Law, as appropriate). From and after Purchaser shall provide a proposed allocation to Seller setting forth the date hereof, Seller shall cooperate with allocation of the Buyer, as and Purchase Price (but including Assumed Liabilities only to the extent reasonably requested by Buyer, in connection with matters relating such liabilities are required to be treated as part of the Appraisal and such allocationspurchase price for U.S. federal income Tax purposes) among the Acquired Assets (the “Allocation”). If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make delivers a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered objection within thirty (30) days after receipt of the draft Allocation proposed by Purchaser, then Purchaser and Seller shall negotiate in good faith to resolve any such submission (the final allocation after resolution of all disputesobjection, and, if anySeller and Purchaser cannot resolve such dispute within thirty (30) days of Purchaser’s receipt of Seller’s objection, is referred then each Party shall be entitled to herein astake their own position regarding the Allocation for U.S. federal income tax purposes. If the Parties agree on the Allocation, the “Final Allocation”). The parties Parties and their respective Affiliates shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in such Allocation (as finally determined under this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation9.2) and not take any position contrary thereto Tax related action inconsistent with the Allocation, in such Tax Returns or otherwiseeach case, unless otherwise required pursuant to by a “determination” within the meaning of Section 1313(a) of the Code (Code; provided, however, that nothing contained herein shall prevent any Party from settling any proposed deficiency or adjustment by any similar provision Governmental Body based upon or arising out of applicable statethe Allocation, local and no Party shall be required to litigate before any court any proposed deficiency or foreign Law)adjustment by any Governmental Body challenging the Allocation.

Allocation of Purchase Price. Buyer Seller and Seller Sub agree that for Federal income tax purposes the values of the Purchased Assets and the Assumed Liabilities shall be the Purchase Price ("Tax Purchase Price"). The allocation of such values shall be based on a joint determination, made in good faith, of the fair market values of the Purchased Assets and Assumed Liabilities, and such allocation is intended by the parties 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 will and Assumed Liabilities rests with those Purchased Assets and Assumed Liabilities acquired or to be appraised acquired by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”)Sub from Gaia Holdings. All costs and expenses In connection therewith, any portion of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions Cash/Note Portion of the Purchase Price (and any Price, the NATK Shares or the other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, provided in connection with matters relating to the Appraisal and such allocations. If Seller does not notify purchase of the Buyer prior to the close of business on the date Purchased Assets that is thirty (30) days after being paid or delivered to any party other than Gaia Holdings is being so paid at the date request and instruction of receipt by Gaia Holdings. Seller and Sub shall prepare within two weeks of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete Closing Date and timely file any necessary Tax forms, and the applicable Form 8594 with their respective Federal income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period tax returns for the taxable year that it disputes any of Buyer’s allocations, includes the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”)Closing Date. The 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 file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance no action inconsistent with the allocation methodology utilized in this Section 2.9 following reported on the Form 8594. If the Internal Revenue Service, or any adjustment other taxing authority, challenges the allocation of the Purchase Price, the party whose return is being examined shall promptly notify the other party and shall promptly keep the other party fully informed regarding all developments with respect to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) allocation of the Code (or any similar provision of applicable state, local or foreign Law)Tax Purchase Price.

Allocation of Purchase Price. As soon as practicable after the Closing Date, and in any event within sixty (60) days of such date, Seller shall prepare and submit to Buyer and Seller agree that the fair market value a computation of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses sale price of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) Assets in accordance with the Appraisal and Section 1060 of the Code terms hereof and the Treasury Regulations promulgated thereunder allocation of such sales price among such Assets. Buyer shall have full opportunity to review such allocation for twenty (and 20) days after receipt of such allocation from Seller. Buyer may dispute any similar provisions of state, local, items in the allocation. Unless Buyer delivers notice to Seller on or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close twentieth (20th) day after receipt by Buyer of business on the date that is thirty allocation specifying any dispute with the allocation, Buyer shall be deemed to have accepted and agreed to the allocation, and the allocation shall be final. If Buyer so notifies Seller of any objection to the allocation, Seller and Buyer shall, within ten (3010) days after the date following such notice of receipt dispute, attempt to resolve their differences and any resolution by Seller of the Appraisal and such allocation statement that it disputes them as to any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement disputed items shall be final final, conclusive and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocationsparties. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, at the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days end of the resolution by the Independent Accountantperiod there remain any disputed items, and the then all such remaining disputed items shall be submitted to an independent third party mutually acceptable to both parties for resolution. Such independent party shall use reasonable best efforts to cause such resolution to be rendered resolve any disputed items within thirty (30) days after of its appointment thereby and resolution by such submission (independent party shall be conclusive, binding and final on the final allocation after resolution parties hereto. For purposes of all disputesdetermining Buyer’s basis in the Assets and gain or loss recognized by Seller with respect to the sale of the Assets to Buyer, if anyBuyer and Seller covenant and agree that the aggregate purchase price shall be allocated by them and their Affiliates among the Assets consistent with the allocation, is referred to herein as, and the “Final Allocation”). The parties further agree that they and their Affiliates shall file all applicable Tax Returns consistent with such Final Allocation tax returns and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation related forms (including, without limitation, Form 8594) in accordance with the final allocation methodology utilized in this Section 2.9 following and shall not make any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (inconsistent written statement or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any inconsistent position contrary thereto on any tax returns, in such Tax Returns any refund claims, or otherwise, unless otherwise required pursuant to a “determination” within during the meaning course of Section 1313(a) of the Code (any Internal Revenue Service or any similar provision of applicable state, local or foreign Law)other tax audit.

Allocation of Purchase Price. Buyer For purposes of U.S. federal income taxation (and Seller any state income tax laws that incorporate or follow U.S. federal income tax principles), the Parent Parties and the KM Parties agree that Purchase Price (together with any assumed liabilities) shall be allocated among the Eagle Ford Assets and the KinderHawk Assets deemed purchased by the KM Parties in accordance with their relative fair market value of values. As promptly as practicable after the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by Closing Date, and in any event not later than 45 days after the parties Closing Date, the KM Parties shall prepare and deliver to Parent a schedule (the “AppraisalAllocation Schedule”). All costs and expenses ) that sets forth its good faith determination of the accounting or appraisal firm manner in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of which the Purchase Price (and together with any other applicable amounts treated as consideration for U.S. federal income tax purposesassumed liabilities) should be allocated among such assets in accordance with the Appraisal and Code Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state1060. If, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) within 30 calendar days after following the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocationsAllocation Schedule from the KM Parties, Parent does not dispute the allocations set forth in Buyer’s allocation statement determination made by the KM Parties, then the Allocation Schedule proposed by the KM Parties shall be final final, binding and binding on conclusive upon the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocationsParties for purposes of this Agreement. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate Parent disagrees in good faith to finalize such disputed allocation(s) no later than thirty (30) with the determination made by the KM Parties, then, within 30 calendar days after following the date of receipt by Buyer of the Allocation Schedule from the KM Parties, Parent shall notify the KM Parties of such notice from Seller. If Buyer and Seller are unable disagreement in writing in a manner similar to agree on such allocation(sthat for providing a Notice of Disagreement as described in Section 2.2(b) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent AccountantHaynesville Contribution Agreement, and the parties disagreement shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation resolved in accordance with procedures similar to those set forth in Section 2.2(b) of the allocation methodology utilized in Haynesville Contribution Agreement. The final Allocation Schedule resulting from the foregoing procedure shall be considered the “Allocation Schedule” for purposes of this Section 2.9 following Agreement. The Allocation Schedule shall be updated to reflect any adjustment adjustments to the Purchase Price pursuant to the terms and conditions of this Agreement, and . The allocation of the parties Purchase Price pursuant to the Allocation Schedule shall report consistently with such Final Allocation, as adjusted, be reflected on all Tax Returns a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) (or similar state or local form), which form shall be timely amend already filed Tax Returns separately by the KM Parties and Parent with the Internal Revenue Service (or other applicable Governmental Authority). For purposes of U.S. federal income taxation (and any state income tax laws that incorporate or follow U.S. federal income tax principles), each Party agrees not to reflect such adjusted Final Allocation) and not take any position contrary thereto inconsistent with the allocations set forth in such Tax Returns the Allocation Schedule unless required by applicable Law or otherwise, unless otherwise required pursuant to a “determination” within with the meaning of Section 1313(a) prior written consent of the Code (or any similar provision of applicable state, local or foreign Law)other Party.

Allocation of Purchase Price. Buyer and Seller agree that the fair market value of Purchase Price (as adjusted) and the Purchased Assumed Liabilities (plus other relevant items for income Tax purposes) as finally determined pursuant to Section 3.4, shall be allocated among the Acquired Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties for all purposes (the “AppraisalPurchase Price Allocation”) in accordance with the methodology set forth on Section 3.6 of the Disclosure Letter (the “Allocation Methodology”). All costs Buyer and expenses Seller acknowledge and agree that the Allocation Methodology has been prepared in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder. Within one hundred twenty (120) days following the determination of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Final Working Capital, Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of draft Purchase Price Allocation allocating the Purchase Price (and any all other applicable amounts items treated as consideration for U.S. federal income tax Tax purposes) , including any adjustments thereto and the Assumed Liabilities, among the Acquired Assets in accordance with the Appraisal Allocation Methodology. Within twenty (20) days of Seller’s receipt of such draft Purchase Price Allocation, Seller shall provide any objection in writing to Buyer with a written explanation setting forth in reasonable detail the basis for any proposed changes (“Allocation Objection”). If Seller does not provide Buyer with an Allocation Objection within such 20-day period, the Purchase Price Allocation shall become final and binding on the Parties (the “Final Allocation”). If Seller delivers an Allocation Objection to Buyer in accordance with the foregoing within such 20–day period, Buyer and Seller shall negotiate in good faith to resolve any dispute within twenty (20) days after Buyer’s receipt of the Allocation Objection. If the Parties are able to reach a mutually satisfactory agreement as to any proposed changes, the Purchase Price Allocation shall be modified to reflect such agreed changes and become the Final Allocation. In the event Buyer and Seller are unable to resolve any dispute within such 20-day period, Buyer and Seller shall jointly request the Accounting Arbitrator to resolve any issue in dispute. The Accounting Arbitrator shall resolve such issues in accordance with the Allocation Methodology and Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder thereunder. The fees and expenses payable to the Accounting Arbitrator shall be split equally between Buyer and Seller. The Final Allocation (as finally determined pursuant to this Section 3.6) shall be binding upon the Parties for federal, state, foreign and local Tax purposes. Each Party agrees that it shall file, and shall cause its Affiliates to file, their Tax Returns (and IRS Form 8594) in a manner entirely consistent with the Final Allocation and no Party shall voluntarily take a position inconsistent with the Final Allocation and no Party shall agree to any similar provisions proposed adjustment to the Final Allocation by any Governmental Entity without first giving Buyer (in the case of statean agreement by Seller) or Seller (in the case of an agreement by Buyer) prior written notice; provided, localhowever, that nothing contained herein shall prevent Buyer or nonSeller from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the Final Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Entity challenging such Final Allocation. If there is an increase or decrease in the consideration within the meaning of Treasury Regulations Sections 1.1060-U.S. Law, as appropriate). From and 1(e)(ii)(B) after the date hereofParties have filed the initial IRS Form 8594, Seller the Parties shall cooperate revise the Final Allocation in a manner consistent with the BuyerAllocation Methodology and Section 1060 of the Code and the applicable Treasury Regulations thereunder and such revised allocation shall become the Final Allocation for purposes of this Agreement. Except as otherwise set forth in this Section 3.6, as and the Parties agree not to the extent reasonably requested by Buyertake any position, in connection with matters relating any Tax Return, audit or similar Proceeding related to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date Taxes, that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult inconsistent with the Independent Accountant to resolve the disagreement and make a determination with respect thereto Final Allocation (as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged finally prepared pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law3.6).

Allocation of Purchase Price. Provided that Seller makes available to Buyer and Seller agree that its Representatives all relevant Records, personnel, and any other materials as reasonably requested by Buyer after the fair market value of date hereof, the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall prepare and deliver to the Seller a copy of Stockholder Representative, at the Appraisal and Closing, an allocation statement with its proposed allocations of the applicable portions of the Purchase Price and Assumed Liabilities (and any other applicable amounts treated as consideration for U.S. federal income tax purposesto the extent properly taken into account) among the Transferred Assets in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriatethe “Asset Acquisition Statement”). From Buyer shall use reasonable efforts to provide a good faith estimate of such allocation (by taking into account the Target Working Capital and after the date hereof, Seller shall cooperate with the Buyer, as and not taking into account any adjustment pursuant to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer Section 2.9(a)) no later than ten (10) business days prior to the close Closing Date. Buyer shall use reasonable best efforts to provide Seller and the Converge Buyer with an estimate of business on the date Purchase Price and Assumed Liabilities attributable to Icontrol Canada as soon as practicable after its receipt of the Estimated Closing Working Capital Statement. Within four (4) days of (i) any payment pursuant to this Agreement that is treated as a Purchase Price adjustment for Tax purposes, or (ii) Buyer determining that one or more non-material adjustments should be made to the Asset Acquisition Statement, the Buyer shall prepare and deliver to the Seller Stockholder Representative a revised Asset Acquisition Statement. The Seller Stockholder Representative shall have thirty (30) days after the date of receipt by Seller of the Appraisal and Asset Acquisition Statement, to notify the Buyer in writing of any objections. If the Seller Stockholder Representative does not object in writing during such allocation statement that it disputes any of Buyer’s allocations30-day period, the allocations set forth in Buyer’s allocation statement Asset Acquisition Statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocationsall Parties. If the Seller notifies Buyer within Stockholder Representative objects in writing during such thirty (30) -day period that it disputes any of Buyer’s allocationsperiod, the parties Parties shall negotiate cooperate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after reach a mutually agreeable allocation of the date of receipt by Buyer of such notice from SellerPurchase Price, which allocation shall be binding on all Parties. If Buyer and Seller the Parties are unable to agree on such allocation(sreach an agreement within fifteen (15) within such thirty days of the Buyer’s receipt of the Seller Stockholder Representative’s objections to the Asset Acquisition Statement (30the “Resolution Period”), any disputed items shall be referred to the Accountant (as selected and defined below) day periodfor resolution, then and the parties determination of the Accountant shall hire be final and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicablebinding upon all Parties. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by divided equally among the Buyer and the Seller Stockholder Representative (solely on behalf of the Seller Stockholders). No Party shall take any Tax position inconsistent with such final allocation. If the Seller Stockholder Representative and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined are not able to resolve all disputed items identified by the Independent Accountant and be included Seller Stockholder Representative in its notice to Buyer within the Independent Accountant’s written reporttime periods described above, and an appropriate adjustment and payment then the items that remain in dispute shall be made submitted to Deloitte & Touche LLP, or if Deloitte & Touche LLP declines to serve, a jointly selected internationally recognized accounting firm that is not the independent auditor for either the Seller Stockholder Representative (or any of its affiliates) or Buyer (or any of its affiliates), which firm shall, within three ten (310) Business Days of days, select a partner from such firm to act as arbitrator who does not have any prior contacts with the resolution by the Independent Accountant, and the parties shall use reasonable best efforts Seller Stockholder Representative or Buyer that reasonably would be expected to cause affect such resolution partner’s ability to be rendered impartial; provided, however, that if the Seller Stockholder Representative and Buyer are unable to select such accounting firm within thirty fifteen (3015) days after the end of the Resolution Period, either Buyer or the Seller Stockholder Representative may request the American Arbitration Association to appoint, within fifteen (15) days from the date of such submission (request, a partner meeting the final allocation after resolution of all criteria set forth above with significant arbitration experience related to purchase price adjustment disputes. The individual partner selected by the accounting firm or the American Arbitration Association, if anyas the case may be, is shall be referred to herein as, as the “Final AllocationAccountant.”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer and Seller The parties agree that the fair market value of Purchase Price as adjusted by the Purchase Price Adjustment, the Assumed Liabilities, and the Earn-Out Payment, if any, shall be allocated to the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by according to the parties methodology set forth on Exhibit F. As soon as practicable after the Closing, but in no event later than sixty (60) calendar days after the “Appraisal”). All costs Closing Date, Parent shall prepare and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller for Seller’s review and approval a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) draft Schedule 3.6 prepared in accordance with the Appraisal and Section 1060 methodology set forth on Exhibit F (the “Purchase Price Allocation”) setting forth the allocation of Purchase Price, the Code Assumed Liabilities, and the Treasury Regulations promulgated thereunder (and any similar provisions of stateEarn-Out Payment, local, or non-U.S. Law, as appropriate)if any. From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business have fifteen (15) days commencing on the date that is thirty (30) days after Purchaser delivers the date of receipt by Purchase Price Allocation to review the Purchase Price Allocation. During the foregoing review period, Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement its Representatives shall be final permitted to review during normal business hours as they shall reasonably request the books, records and binding on working papers of Purchaser relating to the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocationsPurchase Price Allocation. If Seller notifies Buyer objects to the Purchase Price Allocation, Seller shall notify Purchaser in writing of any such objection within the fifteen (15) day review period specifying, in reasonable detail, the nature or basis of such objection. During the thirty (30) day period that it disputes any following Purchaser’s receipt of BuyerSeller’s allocationsnotice of objection, the parties Purchaser and Seller shall negotiate attempt in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from resolve Seller’s objections. If Buyer Purchaser and Seller are unable to agree on resolve all such allocation(s) objections within such thirty (30) day period, then the matters remaining in dispute shall be submitted to the dispute resolution process set forth in Section 3.5 above and the determination of the Purchase Price Allocation pursuant to the dispute resolution process shall be shall be final and binding, and thereafter the parties shall hire make consistent use of {P0227089:21 } -25- EXHIBIT 2.1 the Purchase Price Allocation for all Tax purposes and consult in all filings, declarations, and reports with the Independent Accountant IRS, including reports required to resolve be filed under the disagreement and make a determination with respect thereto as promptly as practicableCode. The determination by parties further agree that any subsequent allocation necessary as a result of an adjustment to the Independent Accountant on the matter shall consideration to be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment paid hereunder shall be made in a manner consistent with the method set forth in Exhibit F. Purchaser shall prepare and deliver IRS Form 8594 (prepared in accordance with the final agreed Purchase Price Allocation) to Seller within three sixty (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (3060) days after such submission (the final allocation after resolution of all disputes, if any, is referred Closing to herein as, be filed with the “Final Allocation”)Internal Revenue Service. The parties shall timely file all applicable Tax Returns reports, returns and claims and other statements, including IRS Form 8594 or any equivalent statements, in a manner consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant Allocation and shall not make any inconsistent written statements on any returns or during the course of any IRS or other Tax audit, except to this Agreement, and the parties shall report consistently with such Final Allocation, extent required by a determination as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto defined in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar a comparable provision of applicable state, local or foreign Law)law. Each party agrees to promptly notify the other if the IRS or any other Governmental Authority proposes a reallocation of such amounts or of the existence of any Tax audit, controversy or litigation related to any allocation hereunder. Neither party shall take any position, contend or represent on any Tax Return or other report filed with any Governmental Authority (or in any Proceeding before any Governmental Authority) related to the determination of Taxes that is in any manner inconsistent with the allocation reflected in the Purchase Price Allocation.

Allocation of Purchase Price. Buyer and Seller agree that the fair market value Purchaser shall provide Sellers with an allocation of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by Net Closing Consideration plus the parties amount of any assumed Liabilities to the extent properly taken into account for income Tax purposes (“Consideration”) among the “Appraisal”). All costs and expenses assets of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) Company Entities in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder no later than ninety (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after 90) days following the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocationsClosing Date. If Seller does not notify the Buyer prior to the close of business Sellers disagree with any item reflected on the date that is allocation provided by Purchaser, Sellers shall notify Purchaser of such disagreement and its reasons for so disagreeing (the “Disagreement Notice”) within thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returnsallocation, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties which case Sellers and Purchaser shall negotiate attempt to resolve in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Sellerdisagreement. If Buyer and Seller are unable to agree on such allocation(s) Sellers do not so notify Purchaser of a disagreement within such thirty (30) day period, then the parties shall hire or if Purchaser and consult with the Independent Accountant to resolve the disagreement and make a determination Sellers reach an agreement with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses all of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included items in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered Disagreement Notice within thirty (30) days after such submission Purchaser receives the Disagreement Notice (the final “Resolution Period”), the allocation after resolution of all disputes, if any, is prepared by Purchaser or as agreed to by Purchaser and Sellers during the Resolution Period shall be referred to herein as, as the “Final Agreed Upon Allocation”). The parties .” If there is an Agreed Upon Allocation, then Purchaser and Sellers shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update report the Final Allocation transaction contemplated by this Agreement in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on Agreed Upon Allocation for all income Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwisepurposes, unless otherwise required pursuant by a Tax Authority or under Applicable Law. If there is no Agreed Upon Allocation, then Purchaser and Sellers shall furnish to the other party a “determination” within copy of its IRS Form 8594 and any similar form under any Applicable Law as filed. Any subsequent adjustments to the meaning of Consideration shall be reflected in the allocation in a manner consistent with Section 1313(a) 1060 of the Code and the Treasury Regulations thereunder, as well as with the Agreed Upon Allocation (or any similar provision of applicable stateif any) prior to such adjustment to the Consideration. After the Closing, local or foreign Law)Purchaser shall engage a commercially reputable professional valuation firm to allocate consideration payable with respect to the covenants not to compete by Sellers under Section 8.1; provided that the parties do not anticipate that more than One Million Five Hundred Thousand Dollars ($1,500,000) will be allocated to the covenants not to compete by Sellers under Section 8.1.

Allocation of Purchase Price. Buyer Seller and Seller agree Purchaser shall cooperate with each other in good faith to arrive, prior to the Closing, at a mutually acceptable allocation of the Purchase Price (“Allocation”) among the Land, the Improvements, the portion of the Property that constitutes tangible personal property (including the FF&E, Supplies and other items considered tangible personal property under applicable laws, but excluding the Land and Improvements) and the portion of the Property that constitutes intangible personal property (including the Contracts, License and Permits, Intangible Property, Bookings, Liquor License, Liquor FF&E, goodwill and any other items considered intangible personal property under applicable laws). All allocations hereunder shall reflect the parties’ best judgment as to the fair market value of each item as of the Purchased Assets will Closing. If the parties agree to such an allocation, Seller and Purchaser agree to (a) be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon bound by the parties Allocation, (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposesb) act in accordance with the Appraisal Allocation in the preparation of financial statements and Section 1060 filing of all tax returns and forms (including IRS Form 8594) and in the Code course of any tax audit, tax review or tax litigation relating thereto, (c) refrain from, and cause their Affiliates to refrain from, taking a position inconsistent with the Treasury Regulations promulgated thereunder Allocation for tax purposes, and (d) provide such information, including taxpayer identification numbers and any similar provisions of state, local, or non-U.S. Lawaddress, as appropriate). From and after may be required by the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, other party in connection with matters relating to the Appraisal and such allocationsfilings. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties The Parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable use commercially reasonable efforts to agree on such allocation(s) within such thirty (30) day period, then the Allocation prior to the expiration of the Due Diligence Period. In the event that the parties shall hire and consult with do not agree on an Allocation prior to the Independent Accountant to resolve expiration of the disagreement and make a determination Due Diligence Period, any disputes with respect thereto as promptly as practicableto the Allocation shall be resolved by the Accounting Referee prior to the Closing. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant Accounting Referee in connection with this Section 3.2 shall be borne solely by Seller Purchaser. Each party acknowledges and Buyer in inverse proportion as such parties may prevail on represents to the resolution other that neither of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written reportthem has any business relationship with, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein asor are a client of, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Accounting Referee.

Allocation of Purchase Price. Seller shall prepare and provide to Buyer and Seller agree that within 60 days after the fair market value of Closing, a schedule allocating the Purchase Price among the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “AppraisalPurchase Price Allocation Schedule”). All costs The Purchase Price Allocation Schedule shall be prepared in good faith and expenses in accordance with applicable provisions of the accounting or appraisal firm in preparing the Appraisal shall be borne by BuyerCode. Buyer shall deliver have reasonable opportunity to Seller a copy of the Appraisal review and an allocation statement with its proposed allocations of the applicable portions of comment on the Purchase Price (Allocation Schedule. Seller shall make such revisions to the Purchase Price Allocation Schedule as may be reasonably requested by Buyer and any other applicable amounts treated as approved by Seller. After consideration of Buyer’s comments, Seller’s Purchase Price Allocation Schedule shall be binding on both Seller and Buyer for U.S. all federal income tax purposes; provided, that if upon the advice of tax counsel reasonably acceptable to Seller, Buyer believes that the Purchase Price Allocation Schedule (or any portion thereof) is materially incorrect, the Independent Accounting Firm shall determine whether the Purchase Price Allocation Schedule or such portion is materially incorrect and the determination of such Independent Accounting Firm shall be final. If the Independent Accounting Firm determines that the Purchase Price Allocation Schedule or such portion is not materially incorrect, Seller and Buyer shall be bound by the Purchase Price Allocation Schedule. If the Independent Accounting Firm determines that the Purchase Price Allocation Schedule (or any portion thereof) is materially incorrect, Seller and Buyer shall be bound by the Purchase Price Allocation Schedule as adjusted by such Independent Accounting Firm. Neither Buyer nor Seller shall agree to any proposed adjustment to the Purchase Price Allocation Schedule by any taxing authority without first giving the other prior written notice and the opportunity to challenge such proposed adjustment. Seller and Buyer each shall prepare a mutually acceptable and substantially identical IRS Form 8594 “Asset Acquisition Statement Under Section 1060” consistent with the Purchase Price Allocation Schedule which the Parties shall use to report the transactions contemplated by this Agreement to the applicable taxing authorities. The Purchase Price Allocation Schedule shall be revised to take into account subsequent adjustments to the Purchase Price, including any indemnification payments (which shall be treated for Tax purposes as adjustments to the Purchase Price), in accordance with the Appraisal and provisions of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)thereunder.

Allocation of Purchase Price. Buyer For U.S. federal and Seller agree that applicable state and local and foreign income Tax purposes, Purchaser, Sellers, and their respective Affiliates shall allocate the Purchase Price (and any Assumed Liabilities or other amounts treated as part of the purchase price for U.S. federal income Tax purposes) among the Acquired Assets in accordance with the fair market value of the Purchased Acquired Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “AppraisalAllocation Methodology”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated As soon as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of statecommercially practicable, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) but no later than thirty (30) days following the determination of the final Purchase Price, Purchaser shall provide a proposed allocation to Sellers setting forth the allocation of the Purchase Price (and other amounts treated as part of the purchase price for U.S. federal income Tax purposes) among the Acquired Assets in accordance with the Allocation Methodology (the “Allocation”) subject to Sellers’ review and approval (such approval not to be unreasonably delayed, conditioned or withheld). Purchaser shall either: (i) incorporate any changes reasonably requested by Sellers with respect to such Allocation; provided that Sellers’ requested Allocation is acceptable to Purchaser; or (ii) within fifteen (15) days after Purchaser’s receipt of Sellers’ requested changes to the date of receipt by Buyer of such Allocation, provide written notice from Sellerto Sellers that Purchaser objects to Sellers requested Allocation changes (the “Allocation Objection Notice”). If Buyer and Seller are unable Purchaser timely delivers an Allocation Objection Notice to agree on such allocation(s) within such thirty (30) day periodSellers or alternatively, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make if Sellers deliver a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered objection within thirty (30) days after receipt of the draft Allocation proposed by Purchaser, then Purchaser and Sellers shall negotiate in good faith to resolve any such submission objection, and, if Sellers and Purchaser cannot resolve such dispute within thirty (30) days of Purchaser’s receipt of Sellers’ objection, then a recognized industrial real estate brokerage firm specializing in trucking real estate mutually acceptable to Purchaser and Sellers shall resolve such dispute, with the final allocation after costs of such resolution to be evenly split by Purchaser, on the one hand, and Sellers, on the other hand, and the resolution of all disputes, if any, is referred to herein as, such dispute shall be final and binding on the “Final Allocation”)Parties. The parties Parties and their respective Affiliates shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in such Allocation (as finally determined under this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation9.2) and not take any position contrary thereto Tax related action inconsistent with the Allocation, in such Tax Returns or otherwiseeach case, unless otherwise required pursuant to by a “determination” within the meaning of Section section 1313(a) of the Tax Code (or any similar provision of and other applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer The Purchase Price (and Seller agree that all Assumed Liabilities and other capitalized costs treated for income Tax purposes as paid for the Acquired Assets) shall be allocated among the Acquired Assets in a reasonable manner in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, based on the relative fair market value values of the Purchased Acquired Assets. Buyer shall complete and deliver a schedule setting forth the proposed allocation of the Purchase Price among the Acquired Assets will to Seller on or before March 31, 2016. Unless Seller notifies Buyer of any objection to the Buyer-prepared allocation schedule within 30 days after Seller’s receipt of such allocation schedule, such schedule shall be appraised by PricewaterhouseCoopers or another accounting or appraisal firm deemed to be mutually agreed upon by the parties (Parties. In the “Appraisal”). All costs event that Seller timely and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance reasonably disagrees with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such proposed allocation statement that it disputes any of Buyer’s allocationsschedule, the allocations set forth in Buyer’s allocation statement shall be final Parties will work and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to resolve any disputes and finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Sellerallocation schedule as soon as possible thereafter. If Buyer and Seller are unable fail to agree on such allocation(s) a resolution of Seller’s objections to the allocation schedule within such thirty (30) day period30 days after Seller notifies Buyer of Seller’s objections, then any disputed elements of the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter allocation schedule shall be binding. If an Independent Accountant is engaged pursuant promptly referred to this Section 2.9the accounting firm of KPMG, LLP for final resolution, with each party bearing 50% of the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the other costs associated with resolution of the disagreement which proportionate by the accounting firm. Buyer and Seller will file all of their tax returns consistent with the foregoing allocation also will be schedule as agreed upon or otherwise finally determined by the Independent Accountant accounting firm and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and will not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently inconsistent with such Final Allocation, as adjusted, allocation on all Tax Returns (any tax return or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take in any position contrary thereto in such Tax Returns tax audit or otherwisetax-related proceeding, unless otherwise required pursuant by a Governmental Authority. If a Party receives a request from a Governmental Authority to a “determination” within alter the meaning allocation schedule, such Party will notify the other Party of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)such request.

Allocation of Purchase Price. Prior to the Closing, Buyer and Seller agree that the fair market value Sellers shall prepare an example of an allocation of the Purchased Initial Aggregate Cash Purchase Price to and among the Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by and the parties Shares based on the Balance Sheets (the “AppraisalPreliminary Allocation”). All costs and expenses Within sixty (60) days after the Final Purchase Price is determined pursuant to Section 3.04, Buyer shall provide Sellers Representative with an allocation of the accounting or appraisal firm Final Purchase Price to and among the Assets and the Shares for all purposes (including Tax and financial accounting) (the “Purchase Price Allocation”). The Purchase Price Allocation shall be based on the same principals and methodologies employed in preparing the Appraisal shall be borne by BuyerPreliminary Allocation based on the Closing Statement of Net Working Capital and the Final Cash Purchase Price. Buyer shall deliver permit Sellers Representative to Seller a copy of the Appraisal review and an allocation statement with its proposed allocations of the applicable portions of comment on the Purchase Price (Allocation and shall consider such revisions as are reasonably requested by Sellers Representative provided, however, Buyer shall not be required to make any other applicable amounts treated as consideration for U.S. federal such revisions which Buyer reasonably believes are unnecessary or unwarranted. Buyer and Sellers agree that they will file their federal, state and local income tax purposes) in accordance with the Appraisal returns and such other forms as may be required pursuant to Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller basis of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwisePrice, unless otherwise required pursuant to a “determination” within the meaning of determination (as defined in Section 1313(a) of the Code Code). The Purchase Price Allocation shall be revised to appropriately take into account any adjustments made pursuant Section 3.05 to this Agreement, and Buyer shall deliver to Sellers Representative an amended Purchase Price Allocation reflecting any such revisions. Buyer shall permit Sellers Representative to review and comment on the amended Purchase Price Allocation and shall consider such revisions as are reasonably requested by Sellers Representative, provided, however, Buyer shall not be required to make any such revisions provided, however, Buyer shall not be required to make any such revisions which Buyer reasonably believes are unnecessary or unwarranted. Buyer and Sellers agree that they shall file their federal, state and local income tax returns (or any similar provision including amended returns and claims for refund) and information reports in a manner consistent with the amended Purchase Price Allocation, unless otherwise required pursuant to a determination (as defined in Section 1313(a) of applicable state, local or foreign Lawthe Code).

Allocation of Purchase Price. Buyer As soon as practicable after the applicable party has received any adjustment pursuant to Section 2.2(d), Seller shall provide to Purchaser for Purchaser’s review and approval a proposed allocation of the Business Purchase Price, as adjusted pursuant to Section 2.2, among the various classes of Purchased Assets prepared in accordance with applicable Law and subject to completion of necessary third-party valuations, which shall commence promptly after the Closing Date. As soon as practicable after the Closing, Seller agree that shall provide to Purchaser for Purchaser’s review and approval a proposed allocation of the fair market value purchase price for the Transferred Real Property under the Real Property Purchase Agreement among the land, buildings and structures, and other items. Purchaser shall (a) promptly after receipt of Seller’s proposed valuations, provide such proposed valuations to Purchaser’s and Parent’s auditors and representatives who conduct third-party valuations of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by and the parties Transferred Real Property (as applicable), for their consideration in determining the “Appraisal”). All costs and expenses final allocation of the accounting Business Purchase Price as adjusted pursuant to Section 2.2 and the purchase price for the Transferred Real Property (as applicable), and (b) in the event that such auditors or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy representatives disagree with Seller’s proposed valuations of the Appraisal Transferred Real Property or certain classes of Purchased Assets (as applicable), afford Seller reasonable opportunity to discuss such differences with, and an allocation statement with its proposed allocations provide information to, such auditors or representatives. Each of the applicable portions of the Purchase Price (Purchaser and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as (i) timely file all forms and Tax Returns required to the extent reasonably requested by Buyer, be filed in connection with matters relating such final allocations, (ii) be bound by such final allocations for purposes of determining Taxes, (iii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with such final allocations and (iv) take no position, and cause its Affiliates to take no position, inconsistent with such final allocations on any applicable Tax Return, in any audit or proceeding before any taxing authority, in any report made for Tax, financial accounting or any other purposes, or otherwise. In the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date event that is thirty (30) days after the date of receipt by Seller any of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the purchase price allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged determined pursuant to this Section 2.92.3 are disputed by any taxing authority, the fees party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)dispute.

Allocation of Purchase Price. Buyer and Seller agree that Contemporaneous with the fair market value delivery of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer Calculated Closing Schedule, Buyers shall deliver to each Seller a copy of written schedule prepared in good faith by Buyers that allocates the Appraisal and an allocation statement with its proposed allocations of the applicable portions portion of the Purchase Price paid to each Seller among the Acquired Assets sold by such Seller to the applicable Buyer (setting forth, among other things, the allocation of the Purchase Price payable to Canadian Pump for Canadian federal, provincial and any other applicable amounts treated as consideration for U.S. federal income tax local Tax purposes) for Sellers’ review and approval (with respect to each Seller, an “Allocation Schedule”). Such Allocation Schedule shall be prepared in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate)Code. From and after the date hereof, Seller Sellers shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is have thirty (30) days after the date of receipt by Seller Buyers’ delivery to Sellers of the Appraisal and such allocation statement that it disputes Allocation Schedule during which to notify Buyers in writing of any dispute of Buyer’s allocationsany allocation, item, calculation or other matter contained in the allocations Allocation Schedule, which Allocation Dispute Notice shall set forth a description of the dispute and the adjustments to the Allocation Schedule that Sellers believe should be made (an “Allocation Dispute Notice”). If Sellers do not deliver an Allocation Dispute Notice to Buyers within such 30-day period or if Sellers at any time during such 30-day period notify Buyers in Buyer’s allocation statement writing that Sellers agree with the Allocation Schedule in its entirety, then the Allocation Schedule shall become final and binding on all parties hereto. In the event that Sellers deliver an Allocation Dispute Notice to Buyers within such 30-day period, Sellers and Buyers shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any item, calculation or other matter specified in the Dispute Notice shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be bindinghereto. If an Independent Accountant Allocation Schedule becomes final, Sellers and Buyers shall prepare jointly a Form 8594, in conformity with such final Allocation Schedule. Buyers and Sellers shall attach such Form 8594 to their respective tax returns for the 2014 tax year, and to the extent that the Purchase Price is engaged pursuant to this Section 2.9adjusted, revise and amend the fees Allocation Schedule and expenses of the Independent Accountant Form 8594 as necessary. A final Allocation Schedule shall be borne by Seller binding on Sellers and Buyer in inverse proportion as such parties may prevail on the resolution Buyers for all Tax reporting purposes and neither Buyers nor Sellers (or any of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment their respective Affiliates) shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto (whether in such audits, Tax Returns or otherwise. The parties ) which is inconsistent with such allocation unless required to do so by applicable Legal Requirements; provided, that nothing contained herein shall use commercially reasonable efforts to update prevent Buyers or Sellers from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this AgreementSchedule, and neither Buyers nor Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Allocation Schedule. Notwithstanding the parties shall report consistently with such Final Allocationforegoing, as adjusted, on all Tax Returns if Sellers and Buyers do not finalize an Allocation Schedule by agreement (or timely agree to revise and amend already filed Tax Returns to reflect such adjusted Final Allocation) an Allocation Schedule), neither Buyers nor Sellers shall be bound by any Allocation Schedule, and not take any position contrary thereto in such Tax Returns or otherwiseeach may prepare, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)revise and file its own Form 8594.

Allocation of Purchase Price. Buyer (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and Seller agree that the fair market value deliver to Sellers a proposed allocation of the Purchased purchase price and assumed obligations (as determined for U.S. Federal income Tax purposes) among the Acquired Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties and Designation Rights (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and as well as any other applicable amounts treated as consideration assets deemed acquired by Purchaser for U.S. federal Federal income tax Tax purposes) in accordance with the Appraisal and relevant Tax laws, including Section 1060 of the Code and (the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate“Purchaser Allocation”). From and after the date hereof, Seller shall cooperate If Sellers disagree with the BuyerPurchaser Allocation, as and to the extent reasonably requested by BuyerSellers may, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission of receipt of the Purchaser Allocation, deliver a revised draft of the allocation to Purchaser, specifying those items of the Purchaser Allocation to which Sellers disagree and setting forth Sellers’ proposed allocation (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Sellers Allocation”). The parties If Sellers deliver the Sellers Allocation during such period, Purchaser and Sellers shall, during the thirty (30) days following such delivery, cooperate in good faith to reach a mutually agreeable allocation on the disputed items. If Purchaser and Sellers are unable to reach such agreement, they shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto submit for resolution the items remaining in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment dispute to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwiseBankruptcy Court, unless otherwise required agreed to by Purchaser and Sellers. The allocation, as prepared by Purchaser if no Sellers Allocation has been timely delivered, as adjusted pursuant to a any agreement between Sellers and Purchaser or determined by the Bankruptcy Court, shall be the “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Allocation”.

Allocation of Purchase Price. Buyer (a) (i) The Purchase Price, including the Assumed Liabilities and Seller agree any other items that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties are treated as purchase price for applicable Tax purposes (the “AppraisalTax Purchase Price”), shall be allocated among the Transferred Assets, the equity interests of the U.S. Company and the equity interests of the Chinese Company, and (ii) the amount allocated to the Transferred Assets shall be further allocated to each Asset Selling Entity, in each case, as shown on Section 2.10(a) of the Seller Disclosure Schedule (the “Purchase Price Allocation”). All costs and expenses of If the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement aggregate amount allocated with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and respect to the extent Transferred Assets with respect to any Asset Selling Entity is required under local Law to be further allocated among the Transferred Assets for any Tax purpose, the parties will reasonably requested by Buyercooperate to agree on such allocation; provided, that if an agreement on allocation is required in connection with matters relating order to the Appraisal make any Tax filing, and such allocations. If Seller does not notify the Buyer and Purchaser are unable to resolve any dispute within a fifteen (15) day period prior to the close of business on the date that is thirty (30) days after the due date of receipt by Seller such filing, the dispute shall be submitted to the Independent Accounting Firm for resolution. The resolution of the Appraisal and disputes with respect to such allocation statement that it disputes any of Buyer’s allocations, to be resolved by the allocations set forth in Buyer’s allocation statement Independent Accounting Firm shall be final limited to the position taken by either Seller or Purchaser, and the Independent Accounting Firm is not to make any other determination, including any determination as to whether such allocation complies with applicable Law or any accounting standards or principles. The determination of the Independent Accounting Firm with respect to any such allocation shall be final, conclusive and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicablehereto absent manifest error. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant Accounting Firm with respect to this Section 2.10(a) shall be borne by Purchaser and Seller and Buyer as described in inverse proportion as such Section 2.6(d), mutatis mutandis. For the avoidance of doubt, if agreement with respect to any jurisdiction is not required by Law, then the parties may prevail on the resolution of the disagreement which proportionate (but are not required to) agree upon such further allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written reportif not agreement is reached, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts then each party may take its own position with respect to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment with respect to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)jurisdiction.

Allocation of Purchase Price. Buyer Within one hundred twenty (120) days after the Closing Date, Parent and Seller agree that the fair market value of the Purchased Assets will Member Representative shall jointly prepare or cause to be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties prepared an allocation (the “AppraisalPurchase Price Allocation”). All costs and expenses ) of the accounting or appraisal firm in preparing consideration delivered pursuant to this Agreement (and all other capitalized costs) among the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy acquired assets of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) Business Entities in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated issued thereunder (and any similar provisions of state, local, or non-U.S. other Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such which allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on upon the parties for applicable U.S. federal income and state and local and other Tax purposes. Following the Closing, Parent and the parties shall complete and timely file any necessary Tax forms, Member Representative and their respective income Tax Returnsrepresentatives shall cooperate in the preparation of the Purchase Price Allocation, in accordance with including by Parent allowing the Member Representative and its representatives to have reasonable access to personnel of Parent, the Business Entities and the Related Entities and to such allocationsrecords and other information as reasonably necessary or desirable to prepare the Purchase Price Allocation. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to do not agree on such allocation(s) a final form of the Purchase Price Allocation within such thirty the one hundred twenty (30120) day period, then each party shall (i) provide to the other party such party’s proposed form of Purchase Price Allocation, and (ii) specify in writing those aspects of the form of Purchase Price Allocation proposed by the other party that such party disputes. The parties shall thereafter negotiate in good faith for a further period of fifteen (15) Business Days in order to resolve such disputes. If the parties do not reach an agreement in writing as to the Purchase Price Allocation within the foregoing timeframe, then the matters disputed by the parties shall hire be submitted for arbitration by a nationally recognized accounting firm that agrees to use its best efforts to complete such arbitration within forty-five (45) days and consult that is reasonably acceptable to (and independent of) Parent and the Member Representative (the “Purchase Price Allocation Accounting Firm”), which shall arbitrate the dispute and submit a written statement of its adjudication, which statement, when delivered to Parent and the Member Representative, shall become final and binding upon the parties and shall, together with those aspects of the Independent Accountant proposed forms of Purchase Price Allocation submitted by the parties as to resolve which no objection was made, constitute the disagreement Purchase Price Allocation. If Parent and make the Member Representative do not agree on the Purchase Price Allocation Accounting Firm after a determination with respect thereto as promptly as practicablereasonable period of time, the Purchase Price Allocation Accounting Firm shall be Deloitte LLP. The Purchase Price Allocation Accounting Firm shall be instructed that it may only consider those items set forth in the proposed forms of Purchase Price Allocation that are in dispute. The determination of the Purchase Price Allocation Accounting Firm shall (i) be within the range of dispute between Parent and the Member Representative, and (ii) constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by the Independent Accountant on the matter shall be bindingany court having jurisdiction thereof. If an Independent Accountant is engaged pursuant to this Section 2.9, the The fees and expenses of the Independent Accountant Purchase Price Allocation Accounting Firm shall be borne equally by Seller Parent and Buyer in inverse proportion as the Members, with the Members’ share of any such parties may prevail on fees and expenses being paid from the resolution of MR Escrow Account. Parent and the disagreement which proportionate allocation also will be determined by Member Representative shall, and Parent shall cause the Independent Accountant Business Entities and be included in the Independent Accountant’s written Related Consolidated Entities to, report, act and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns in all respects and for all purposes consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this AgreementAllocation. Parent and the Member Representative shall, and Parent shall cause the parties Business Entities and the Related Consolidated Entities to, timely and properly prepare, execute, file and deliver all such documents, forms and other information as may be reasonably requested by Parent or the Member Representative to prepare the Purchase Price Allocation. Neither Parent nor the Member Representative shall report consistently take, and Parent shall cause the Business Entities and the Related Consolidated Entities not to take, any position (whether in audits, Tax Returns, financial statements, or otherwise) that is inconsistent with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns Purchase Price Allocation unless required to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of do so by applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer and Seller agree that (a) Subject to the fair market value of adjustments set forth in Section 2.9, Section 2.10 and, if applicable, Section 3.7, the Purchased cash purchase price for the Transferred Assets will shall be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties $210,000,000 (the “AppraisalPurchase Price”). All costs (b) LP Canada, Parent, Purchaser, and expenses Canadian Purchaser have agreed upon a methodology for allocating the total consideration (including the Purchase Price) for the Transferred Assets as between those Transferred Assets being acquired by the Purchaser and those Transferred Assets being acquired by the Canadian Purchaser, in each case in the aggregate, and among those Transferred Assets being acquired by each Purchaser, as set forth in Section 2.5(b) of the accounting or appraisal firm Sellers Disclosure Schedule (the “Initial Allocation Schedule”). For the avoidance of doubt, the Initial Allocation Schedule shall include sufficient information for the Purchasers to determine the availability of any Transfer Tax exemptions, including but not limited to the GST relief for forestry licenses under section 162 of the Excise Tax Act (Canada) and PST resale exemptions for Transferred Inventory and exemptions for production machinery and equipment. No later than ten (10) days before Closing, Seller shall deliver a schedule updating the Initial Allocation Schedule to take into account the financials of LP Canada and Parent as of June 30, 2022, but based on the same methodology as used in preparing the Appraisal Initial Allocation Schedule (the “Closing Date Allocation Schedule”); provided, that if Purchaser disagrees that such schedule reflects the same methodology, the Parties shall be borne by Buyercooperate in good faith to ensure that an agreed upon Closing Date Allocation Schedule is prepared prior to Closing. Buyer Within sixty (60) days after the Final Net Working Capital is finally determined pursuant to Section 2.10, the Parent shall deliver to Seller Purchaser and Canadian Purchaser a copy of schedule allocating the Appraisal and an allocation statement with its proposed allocations of total consideration paid for the applicable portions of Transferred Assets (which includes the Purchase Price (and the agreed amount of any other applicable amounts Assumed Liabilities treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of Transferred Assets), among the Code and Transferred Assets, using the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, same methodology as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included used in the Independent Accountant’s written reportInitial Allocation Schedule, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission updated only for changes in facts (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Post-Closing Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer and Seller agree that the fair market value Within sixty (60) calendar days of the Purchased Assets Closing, Buyer shall provide to TDY a schedule which will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by provide for the parties (the “Appraisal”). All costs and expenses allocation of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Preliminary Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) the Assumed Liabilities among the Shares, the Transferred Assets and the Tungsten Materials IP assigned pursuant to the IP Assignment Agreements, in accordance a manner consistent with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriatethe "Purchase Price Allocation"). From The Purchase Price Allocation shall attribute such allocated amounts to TDY and after the date hereofShare Sellers based on their ownership of the Shares, Seller shall cooperate with the Buyer, as Transferred Assets and the Tungsten Materials IP assigned pursuant to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business IP Assignment Agreement on the date that 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) days Business Days after receipt, then the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement Purchase Price Allocation shall be deemed to have been accepted and agreed upon, and final and binding on the parties and the parties shall complete and timely file any necessary Tax formsconclusive, and their respective income Tax Returns, in accordance with such allocationsfor all purposes of this Agreement. If Seller notifies TDY objects to the Purchase Price Allocation, it shall notify Buyer in writing of its objection within such thirty (30) day period that it disputes any Business Days after receipt by Buyer of Buyer’s allocationsthe Purchase Price Allocation and shall set forth in such written notice the disputed item or items and the basis for its objection, the parties and TDY and Buyer shall negotiate act in good faith to finalize resolve any such disputed allocation(sdispute for a period of fifteen (15) no later than thirty Business Days thereafter. If, within fifteen (3015) days after Business Days of TDY’s delivery of a valid written notice of objection to the date of receipt by Buyer of such notice from Seller. If Purchase Price Allocation, Buyer and Seller are unable TDY have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to agree on such allocation(s) within such thirty (30) day periodthe Accounting Firm, then whose determination shall be binding upon the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicableparties. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer Accounting Firm in inverse proportion as such parties may prevail on connection with the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment any dispute under this Section 2.4 shall be made within three paid fifty percent (350%) Business Days of by TDY and fifty percent (50%) by Buyer. If necessary, Buyer shall make appropriate adjustments to the resolution by Purchase Price Allocation to reflect the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputesdifference, if any, is referred between the Preliminary Purchase Price and the Final Purchase Price as determined pursuant to herein as, the “Final Allocation”)Section 2.3. The parties shall (i) timely file all applicable Tax Returns (including United States Internal Revenue Service Form 8594 and 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 such Final Allocation and not 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 contrary thereto (whether in such Tax Returns audits, tax returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance ) that is inconsistent with the allocation methodology utilized in this Section 2.9 following Purchase Price Allocation (as adjusted as a consequence of any adjustment adjustments to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (Section 2.3) unless required to do so under GAAP or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer and Seller agree that Within ninety (90) days after the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Closing Date, Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of schedule allocating the Purchase Price (and including any other applicable amounts Liabilities assumed by Buyer that are treated as consideration for U.S. federal income tax Tax purposes) among the assets of the Company and the Subsidiary in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation Schedule”). 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 after delivery of the 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 similar provisions 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 stateeach party may be an Allocation Schedule that, localwith 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 non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Objections Statement delivered to Buyer, as and applicable) together with such supporting documentation as it deems appropriate, to the extent reasonably requested by BuyerAccounting Firm, in connection with matters relating a copy to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is other party, within thirty (30) days after the date of receipt by on which such unresolved Disputed Items were submitted to the Accounting Firm for resolution. Seller of and Buyer will each be entitled to meet with the Appraisal Accounting Firm and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and will use their respective income Tax Returnscommercially reasonable efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in accordance with such allocations. If Seller notifies Buyer any event within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than 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 receipt 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 in the Allocation Schedules submitted by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on the Accounting Firm). Seller and Buyer will use their respective commercially reasonable efforts to cause the Accounting Firm to notify them in writing of its resolution of such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto dispute as promptly soon as practicable. The determination Allocation Schedule rendered by the Independent Accountant on Accounting Firm will be final, binding and non-appealable by the matter parties. Each party will bear its own costs and expenses in connection with the resolution of such dispute by the Accounting Firm. Buyer shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, bear a portion of the fees costs and expenses of the Independent Accountant shall be borne Accounting Firm determined by Seller multiplying the total such costs and Buyer in inverse proportion as such parties may prevail on expenses by a fraction, the resolution numerator of which is equal to the aggregate dollar amount of the disagreement which proportionate allocation also will be determined unresolved Disputed Items submitted to the Accounting Firm that are resolved by the Independent Accountant and be included Accounting Firm in the Independent AccountantSeller’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountantfavor, and the parties denominator of which is the aggregate dollar amount of such unresolved Disputed Items. Seller shall use reasonable best efforts to cause bear the balance of such resolution to be rendered within thirty costs and expenses. Once the Allocation Schedule has been finalized, Seller (30and its Affiliates) days after such submission and Buyer (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties and its Affiliates) shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such inconsistent with the final Allocation Schedule on any Tax Returns Return or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer and Seller agree that (a) Attached as Schedule D is a schedule setting forth the fair market value allocation of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by Base Purchase Price, among the parties PMD Shares and the PMD Asset Sellers (the “AppraisalBase Purchase Price Allocation”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal ) which shall be borne by conclusive and binding on APD, Buyer and their respective Subsidiaries and Affiliates. No later than ninety (90) days after the Closing Date, Buyer. Buyer , on behalf of itself, the PMD Share Buyers and the PMD Asset Buyers, shall deliver to Seller APD a copy of schedule (the Appraisal “Closing Adjustments Allocation Schedule”), allocating the Closing Adjustment Amounts, among the PMD Shares and an allocation statement the PMD Asset Sellers, which allocation: (i) shall, in all cases, be consistent with its proposed allocations of the applicable portions of the Base Purchase Price Allocation, (ii) shall allocate the amounts described in Sections 2.1(ii) and any other applicable 2.1(iii) based on the PMD Shares and the PMD Asset Sellers to which such amounts treated as consideration for U.S. federal income tax purposesrelate, and (iii) shall allocate the amount described in Section 2.1(iv) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate)Base Purchase Price Allocation. From and after the date hereof, Seller shall cooperate If APD disagrees with the BuyerClosing Adjustments Allocation Schedule, as and to the extent reasonably requested by BuyerAPD may, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after delivery of the Closing Adjustments Allocation Schedule, deliver a notice (the “APD Allocation Notice” to Buyer to such submission effect, specifying those items as to which APD disagrees and setting forth APD’s proposed allocation. If the APD Allocation Notice is duly delivered, Buyer and APD shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts. If Buyer and APD are unable to reach such agreement, they shall promptly thereafter cause the Accounting Firm to resolve any remaining disputes (it being understood that no adjustment shall be made by the Accounting Firm to the Base Purchase Price Allocation). The Closing Adjustments Allocation Schedule, as it may be adjusted pursuant to any agreement between APD and Buyer or as determined by the Accounting Firm, and as further adjusted as appropriate to reflect Final Closing Cash, Final Closing Indebtedness and Final Closing Net Working Capital, in each case as determined pursuant to Section 2.5, shall be applied to the Base Purchase Price Allocation and, as so applied, shall become the final allocation after resolution of all disputes, if any, is referred to herein as, the Purchase Price among the PMD Shares and the PMD Asset Sellers (the “Final Allocation”). The parties , which shall file all applicable Tax Returns consistent with such Final Allocation be conclusive and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreementbinding on APD, Buyer and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)their respective Affiliates.

Allocation of Purchase Price. Buyer and Seller agree that (a) Within thirty (30) Business Days after the fair market value final resolution of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. any adjustments provided pursuant to Section 2.07, Buyer shall deliver provide to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of schedule that provides the applicable portions manner in which the sum of the Purchase Price (Price, the Assumed Liabilities and any all other applicable amounts treated as consideration items required to be taken into account for U.S. federal income tax purposespurposes (collectively, the “Total Tax Consideration”) shall be allocated among the Purchased Assets, which allocations shall be made in accordance with the Appraisal and Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder (and any similar provisions of stateand, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyernot inconsistent therewith, in connection with matters relating any other applicable Tax Law (the “Allocation Schedule”); provided, however, that the Allocation Schedule shall be subject to the Appraisal review and such allocationsapproval of Seller. Seller shall have the right to withhold their approval to any portion of the Allocation Schedule by written notice to Buyer. If Seller does not notify the Buyer prior object to the close of business on the date that is Allocation Schedule by written notice to Buyer within thirty (30) days Business Days after the date of receipt by Seller of the Appraisal Allocation Schedule, then the Allocation Schedule shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Agreement; provided, however, that such allocation statement that it disputes Allocation Schedule shall be subject to any adjustment upon and as a result of Buyer’s allocationsany adjustment to the Total Tax Consideration. If Seller timely objects to the Allocation Schedule, Seller shall notify Buyer in writing of their objection to the allocations Allocation Schedule and shall set forth in Buyer’s allocation statement shall be final and binding on such written notice the parties disputed item or items and the parties basis for their objection and Buyer and Seller shall complete and timely file act in good faith to resolve any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such dispute for a period of thirty (30) day period that it disputes any of Buyer’s allocationsBusiness Days thereafter. If, the parties shall negotiate in following a good faith attempt to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If resolve any disputes, Buyer and Seller are unable cannot agree to agree on such allocation(s) within such thirty (30) day periodan Allocation Schedule, then the parties shall hire Buyer and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter Seller shall be binding. If an Independent Accountant is engaged pursuant permitted to this Section 2.9, the fees and expenses determine their own allocation of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Total Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Consideration for Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)purposes.

Allocation of Purchase Price. Buyer and Seller The Parties agree that the fair market value of Purchase Price and the Assumed Liabilities (plus other relevant items) shall be allocated among the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties for all purposes (including Tax and financial accounting) as shown on an allocation schedule (the “AppraisalAllocation Schedule”). All costs and expenses A draft of the accounting or appraisal firm in preparing the Appraisal Allocation Schedule shall be borne prepared by Buyer. Buyer shall deliver Arcadia and delivered to Seller a copy of Parent within forty-five (45) days following the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocationsClosing Date. If Seller does not notify Parent notifies Arcadia in writing that Parent objects to one or more items reflected in the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal Allocation Schedule, Arcadia and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties Parent shall negotiate in good faith to finalize resolve such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer dispute; provided, however, that if Parent and Seller Arcadia are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination any dispute with respect thereto as promptly as practicableto the Allocation Schedule within fifteen (15) days following the date Arcadia delivers its draft of the Allocation Schedule to Parent, such dispute shall be resolved by an impartial regionally or nationally recognized firm of independence certified public accountants other than Parent’s accountants or Arcadia’s accountants (“Independent Accountant”). The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant such accounting firm shall be borne equally by Seller Parent and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written reportArcadia. Arcadia, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, Parent and the Sellers (and any parent parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30thereof) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be adjusted, as appropriate, to reflect such adjusted Final Allocation) any payments made pursuant to this Agreement after the Closing Date. The applicable Parties shall timely file an IRS Form 8594 reflecting the final Allocation Schedule for the taxable year that includes the Closing Date and not make any timely filing required by applicable state or local Laws. Neither the Buyer Parties nor the Seller Parties shall take any position contrary thereto or permit any of its Affiliates to take any position inconsistent with the final Allocation Schedule in such the preparation of financial statements, the filing of any Tax Returns or otherwisein the course of any audit by any Taxing authority, unless otherwise required pursuant Tax review or Tax proceeding relating to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Tax Returns.

Allocation of Purchase Price. Prior to the Closing, the Buyer and Seller the Sellers shall use their reasonable best efforts to agree that as to the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and pursuant to Section 1060 of the Code and the Treasury Regulations promulgated thereunder (rules and regulations thereunder. The Buyer and the Sellers agree to use such allocation in filing all required forms under Section 1060 of the Code and all other Tax Returns, and the Buyer and the Sellers further agree that they shall not take any similar provisions position inconsistent with such allocation on any examination of stateany such Tax Return, localin any refund claim or in any Tax litigation. The Buyer acknowledges that, or non-U.S. Lawbased upon the manner it valued the Purchased Assets, as appropriate). From and after the date hereofsubstantial portion of the Purchase Price is, Seller shall cooperate with the Buyer, as and to the extent reasonably requested permitted by Buyerapplicable Tax laws and rules, in connection with matters relating allocated to Accounts Receivable. Upon the Appraisal and such allocations. If Seller does not notify request of the other, the Buyer and the Sellers agree to provide the other information reasonably necessary to complete Form 8594. Not later than thirty (30) days prior to the close filing of business their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594. In the event of a dispute with respect to any part of the allocation of the Purchase Price, the Buyer and the Sellers shall attempt to reconcile their differences and any resolution by them as to any disputed allocation shall be final, binding and conclusive on the date that is parties. If the Buyer and the Sellers are unable to reach a resolution on such differences within thirty (30) days after the date of receipt by Seller of any such dispute arises, the Appraisal Buyer and the Sellers shall submit the disputed allocations for determination and resolution to the Bankruptcy Court, which shall be instructed to determine and report to the parties, upon such disputed allocations, and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement report shall be final final, binding and binding conclusive on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination hereto with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)disputed allocations.

Allocation of Purchase Price. Buyer As promptly as practicable after the Closing, and in any event within 30 days after the Closing, Seller agree that shall have prepared a schedule allocating the fair market value of Purchase Price among the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by and the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm non-competition agreement contained in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposesSection 7.6(a) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, local or non-U.S. foreign Law, as appropriate)) and deliver such schedule to Buyer. From and after the date hereof, Buyer shall then have not more than 30 days to notify Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any writing of Buyer’s allocations, acceptance and adoption of the allocations set forth allocation schedule for its Tax Returns or specify the nature of any reasonable objections Buyer may have. Buyer and Seller shall attempt in Buyergood faith to resolve any such Buyer objections to Seller’s allocation statement schedule. Any issues with respect to the allocation that have not been finally resolved within 90 days following the Closing shall be referred to a nationally recognized firm of independent public accountants to which Seller and Buyer mutually agree, whose determination shall be final and binding upon the Parties. Any costs incurred for the services of such firm shall be split equally between Buyer and Seller. Buyer shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Seller may reasonably request to prepare such allocation. Unless otherwise required under applicable Law, each Party shall report the purchase and sale of the Purchased Assets on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income all Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocationsincluding timely filed Internal Revenue Service Forms 8594, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized prepared and accepted in accordance with this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement3.3, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not no Party will take any position contrary thereto (whether in such audits, Tax Returns or otherwise) that is inconsistent with such allocation. For purposes of clarity, unless otherwise required pursuant to a “determination” within an amount included in the meaning of Section 1313(a) Tax basis of the Code Purchased Assets by Buyer shall not be required to be taken into account or reported by Seller (or any similar provision including for purposes of applicable state, local or foreign Law)Internal Revenue Service Form 8594) to the extent such amount is not required to be treated as an amount realized by Seller for Tax purposes.

Allocation of Purchase Price. Buyer Seller and Seller Buyers agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (as adjusted to reflect any Post-Closing Adjustment) and any the Assumed Liabilities (plus other applicable amounts treated relevant items) shall be allocated among the Purchased Assets and UK Shares for all purposes (including Tax and financial accounting) as consideration for U.S. federal income tax purposes) shown on the allocation schedule to be prepared in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions provision of state, local, or non-U.S. LawUS law, as appropriateapplicable) (the “Allocation Schedule”). From A draft of the Allocation Schedule shall be prepared by Buyers and after delivered to Seller within ninety (90) days following the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocationsClosing Date. If Seller does not notify notifies Buyers in writing that Seller objects to one or more items reflected in the Buyer prior to the close of business on the date that is Allocation Schedule within thirty (30) days after the date of receipt by Seller of the Appraisal draft Allocation Schedule, Seller and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties Buyers shall negotiate in good faith to finalize resolve such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer dispute; provided, however, that if Seller and Seller Buyers are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination any dispute with respect thereto as promptly as practicable. The determination by to the Independent Accountant on Allocation Schedule within one hundred eighty (180) days following the matter Closing Date, such dispute shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution resolved by the Independent Accountant, . If Seller and Buyers mutually agree that applicable regulations require the parties shall use reasonable best efforts to cause such resolution final Allocation Schedule to be rendered within thirty (30) days after such submission (completed prior to the final allocation after resolution of all disputestime periods provided in this Section 2.08, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation Seller and not take any position contrary thereto in such Tax Returns or otherwise. The parties Buyers shall use commercially reasonable efforts to update complete the Final final Allocation Schedule in accordance with such requirement. The fees and expenses of such accounting firm shall be borne equally between Seller, on the allocation methodology utilized one hand, and the Buyers, on the other hand. Buyers and Seller shall file all Tax Returns (including amended returns and claims for refund) and information reports in this Section 2.9 following any adjustment a manner consistent with the Allocation Schedule. Any adjustments to the Purchase Price pursuant to this Agreement, and Section 2.07 herein shall be allocated in a manner consistent with the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Allocation Schedule.

Allocation of Purchase Price. Buyer and Seller agree that Within 60 days after the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer Closing Date, Purchaser shall deliver to Seller Sellers a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of schedule allocating the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) Assumed Obligations among the Transferred Assets in accordance with the Appraisal and Section section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriatethe “Allocation Schedule”). From The Allocation Schedule shall include a breakdown by Governmental Authority and after the date hereof, Seller shall cooperate with the Buyer, as in all other material respects contain sufficient detail to enable Purchaser and Sellers to determine Taxes applicable to the extent reasonably requested transactions contemplated by Buyer, in connection with matters relating to the Appraisal and such allocationsthis Agreement. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) Sellers have 30 days after from the date of receipt by Seller of the Appraisal and such Allocation Schedule to notify Purchaser in writing that Sellers dispute one or more items reflected on the Allocation Schedule as having no reasonable basis for the allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyerthe Allocation Schedule, which notice shall include a detailed explanation of the basis for the dispute. If Sellers do not provide such notice to Purchaser, Sellers shall be deemed to have accepted the Allocation Schedule as submitted by Purchaser. If Sellers do provide such notice, Sellers and Purchaser shall negotiate in good faith to resolve such dispute. If Sellers and Purchaser fail to resolve any such dispute within 30 days of Purchaser’s receipt of Sellers’ notice, the Arbitrating Accounting Firm shall be engaged for resolution of the dispute with respect to the allocation statement of the Purchase Price and Assumed Obligations to the extent such allocation is in dispute. The determination of the Arbitrating Accounting Firm shall be final and binding on the all parties. The parties and the parties shall complete and timely file agree not to take any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult position inconsistent with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicableAllocation Schedule for Tax reporting purposes. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer Arbitrating Accounting Firm in inverse proportion as such parties may prevail on connection with the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment any dispute shall be made within three (3) Business Days of the resolution paid equally by the Independent Accountant, Purchaser and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Sellers.

Allocation of Purchase Price. The Buyer and the Seller agree that to allocate the fair market value of the Purchased Assets will purchase price to be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon paid by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder (thereunder. Such allocation shall be based on the fair market value of the Assets. The Buyer agrees to provide the Seller with a schedule allocating the purchase price among the Assets and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and with a properly completed Internal Revenue Service Form 8594 within 60 days after the date hereofClosing Date but in no event later than 90 days before the due date, including extensions, for the consolidated federal income tax return that includes the Seller for the taxable year including the Closing Date. If the Seller objects to any items reflected on such schedule, the Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to of such objection and its reasons for objecting, in which case the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties Buyer and the parties Seller shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant attempt to resolve the disagreement disagreement. If the Buyer and make the Seller cannot resolve the disagreement, the allocation shall be determined by a determination with respect thereto as promptly as practicablenationally recognized independent appraiser selected by the Buyer and reasonably acceptable to the Seller. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant such appraiser shall be borne equally by the Buyer and the Seller. The Seller and the Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts agree to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation act in accordance with the allocation methodology utilized computations and allocations contained in this Section 2.9 following the schedule as finally agreed or determined by such independent appraiser (including any adjustment modifications thereto reflecting any post-closing adjustments) in any relevant tax returns or similar filings (including any forms or reports required to the Purchase Price be filed pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) 1060 of the Code or the Treasury Regulations promulgated thereunder (“1060 Forms”)) and to file such 1060 Forms in the manner required by applicable law. The Seller and the Buyer will promptly notify each other in accordance with Section 13.4 of this Agreement of any challenge by any tax authority to such computations or any similar provision of applicable state, local or foreign Law)allocations.

Allocation of Purchase Price. (a) As promptly as practicable, and in any event within 90 days after the Closing, Buyer and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer Domestic shall deliver to Seller Parent a copy of statement (the Appraisal and an allocation statement with its proposed allocations of the applicable portions of “Allocation Statement”), allocating the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with plus Assumed Liabilities, to the Appraisal and extent properly taken into account under Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any or under similar provisions of state, local, or in non-U.S. Lawjurisdictions, as appropriate). From and after applicable) among the date hereof, Seller shall cooperate Purchased Assets in accordance with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller Section 1060 of the Appraisal Code or under similar provisions in non-U.S. jurisdictions and such allocation statement that it disputes any of Buyer’s allocations, shall be consistent with the allocations set forth in Buyer’s allocation statement on Schedule 3.03. The Allocation Statement as so determined by Buyer Domestic shall be final and binding on all the parties hereto unless within 10 Business Days after the delivery of the Allocation Statement Seller Parent notifies Buyer Domestic in writing that Seller Parent objects to the allocation set forth in the Allocation Statement, setting forth in reasonable detail its objection(s) and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocationsbasis therefor. If Seller notifies Buyer within such thirty (30) day 10 Business Day period that it disputes any of Buyer’s allocationsSeller Parent so objects, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer Domestic and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties Parent shall use commercially reasonable efforts to update resolve such dispute within 20 days. In the Final Allocation in accordance event that Buyer Domestic and Seller Parent are unable to resolve such dispute within 20 days, Buyer Domestic and Seller Parent shall jointly retain the Fort Worth, Texas office of KPMG LLP, or such other firm with the requisite expertise as Buyer Domestic and Seller Parent may mutually agree (such firm, the “Accounting Referee”), to resolve the disputed items. Upon resolution of the disputed items, the allocation methodology utilized in this Section 2.9 following any adjustment to reflected on the Purchase Price pursuant to this Agreement, and the parties Allocation Statement shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns be adjusted to reflect such adjusted Final Allocation) resolution. Buyer Domestic and not take any position contrary thereto in Seller Parent shall each bear the costs, fees and expenses of the Accounting Referee for such Tax Returns or otherwise, unless otherwise required determination pursuant to a “determination” within proration of expenses to the meaning of Section 1313(a) parties by the Accounting Referee based on the relation of the Code (or any similar provision outcome to the position of applicable state, local or foreign Law)the parties as submitted to the Accounting Referee.

Allocation of Purchase Price. If a Section 338(h)(10) Election is made, Seller and Buyer and Seller agree that the fair market value Purchase Price and the Liabilities of the Purchased Assets will Company (plus other relevant items) shall be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by allocated among the parties assets of the Company for Tax purposes as shown on the allocation schedule (the “AppraisalAllocation Schedule”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) prepared in accordance with the Appraisal methodology set forth in Exhibit B. A draft of the Allocation Schedule, including IRS Forms 8883 and 8594, shall be prepared by Buxxx xnd delivered to Seller within 30 days following the date on which the Closing Statements becomes binding for Seller’s approval. Seller and Buyer agree that the Purchase Price and the Liabilities of the Company (plus other relevant items) will be allocated among the assets of the Company for tax purposes as follows: All amounts constituting consideration within the meaning of, and for the purposes of, Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder (will be allocated among the assets of the Company in the manner required by Section 1060 of the Code and any similar provisions of state, local, or non-U.S. Law, as appropriate)the regulations thereunder and all applicable Laws. From Buyer and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business will mutually agree on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations items set forth in Buyer’s allocation statement shall be final and binding on the parties Allocation Schedules. Buyer and Seller agree to use the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocationsAllocation Schedules for tax reporting purposes. If Seller notifies Buyer in writing within such thirty (30) day period that it disputes any 30 days after Sexxxx’s receipt of Buyer’s allocationsdraft Allocation Schedule that Seller objects to one or more items reflected in the Allocation Schedule, the parties Seller and Buyer shall negotiate in good faith to finalize resolve such disputed allocation(s) no later than thirty (30) days after the date of receipt by dispute; provided, however, that if Seller and Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination any dispute with respect thereto as promptly as practicable. The determination to the Allocation Schedule within 30 days following the Seller’s notification of objections, such dispute shall be resolved by the Independent Accountant on the matter shall be bindingAccountant. If an Independent Accountant is engaged pursuant to this Section 2.9, the The fees and expenses of the Independent Accountant such accounting firm shall be borne equally by Seller and Buyer Buyer. For all tax purposes, Buyer, the Company and Seller shall file all Tax Returns (including, without limitation, IRS Forms 8023, 8883, 8594 (and all supplements thereto), amended returns and claims for refund) and information reports in inverse proportion a manner consistent with the Allocation Schedule as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined finally agreed to by the Independent Accountant and be included Buxxx xnd Seller or, with respect to matters in the Independent Accountant’s written reportdispute, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution as finally resolved by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment Any adjustments to the Purchase Price pursuant to Section 2.04 herein shall be allocated in a manner consistent with the Allocation Schedule. The parties hereto will revise the Allocation Schedule to the extent necessary to reflect any Post-Closing Adjustments or other adjustments to Purchase Price made pursuant to or in connection with this Agreement. In the case of any such payments, Buxxx xill propose a revised Allocation Schedule, and the parties shall report consistently hereto will follow the procedure outlined above with respect to review, dispute, and resolution with respect to any such Final Allocationrevisions. In the event the Allocation Schedule, as adjustedincluding any and all disputes thereto, on all has not been finally agreed upon by the parties by the time that Tax Returns or information reports are due (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) taking into account any extensions), Buyer, the Company, and not take any position contrary thereto in Seller shall file all such Tax Returns and information reports consistent with Buyer’s proposed Allocation Schedule. To the extent the Allocation Schedule as finally agreed upon by the parties is different than Buxxx’s proposed Allocation Schedule, Buyer, the Company, and Seller shall amend and/or supplement such tax returns and information reports to reflect any such differences and make each of their tax reporting consistent with the Allocation Schedule as finally agreed upon by the parties or otherwise, unless otherwise required pursuant to a “determination” within as finally resolved by the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Independent Accountant as soon as reasonably practicable.

Allocation of Purchase Price. Buyer and Seller (i)The Parties agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another that, for financial accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (purposes, federal income tax purposes, and any other applicable amounts state tax purposes, the purchase price, plus any liabilities treated as consideration amounts realized for U.S. federal income tax purposes) in accordance with , shall be allocated among the Appraisal and Section 1060 of the Code Subject Interests and the Treasury Regulations promulgated thereunder underlying assets in the Partnership (and any similar provisions of state, local, or non-U.S. Law, as appropriatethe “Allocations”). From and As promptly as practicable, but in no event later than ninety (90) days after the date hereofClosing Date, Seller the ONEOK Parties shall cooperate with the Buyer, as prepare and deliver to the extent reasonably requested by Buyer, in connection with matters relating to Xxxxxx Parties a schedule (the Appraisal and such allocations“Allocation Schedule”) setting forth the ONEOK Parties’ proposed Allocations. If Seller does not notify the Buyer prior to the close of business on the date that is The Xxxxxx Parties shall have thirty (30) days after to review the date Allocation Schedule and shall notify the ONEOK Parties in writing of receipt by Seller of any disputes with the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations proposed Allocations as set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocationsAllocation Schedule. If Seller notifies Buyer within the Xxxxxx Parties do not provide notice of any such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) dispute within such thirty (30) day period, then the parties Xxxxxx Parties shall hire and consult with be deemed to have agreed to the Independent Accountant Allocations as proposed by the ONEOK Parties. If the Xxxxxx Parties provide notice of any such dispute within such thirty (30) day period, the Parties shall negotiate in good faith to resolve any such dispute prior to the disagreement and make a determination with respect thereto as promptly as practicabledate that is sixty (60) days prior to the due date of the tax returns (excluding any extension) that reflect the Allocations. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged Allocations as finally determined pursuant to this Section 2.91(c)(i) shall be incorporated into a final Allocation Schedule (which shall thereafter be the “Allocation Schedule” referenced in this Agreement), and all tax returns filed by any Party and each of their Affiliates shall be prepared consistently with such Allocations. If the fees and expenses Parties are unable to agree on the allocation of the Independent Accountant shall be borne Purchase Price as contemplated above, then each Party may file any related Tax forms required by Seller and Buyer any Governmental Entity in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns a manner consistent with such Final Party’s proposed allocation. (ii)The Parties shall (A) timely file any related tax forms required by any Governmental Entity on a timely basis consistent with the Allocations set forth in the Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation Schedule agreed upon in accordance with Section 1(c)(i), (B) be bound by such Allocations for purposes of determining taxes, and (C) prepare and file, and cause its respective Affiliates to prepare and file, its tax returns on a basis consistent with such Allocations. The Parties shall not take, or cause their respective Affiliates to take, any position on their respective federal or applicable state income tax returns or otherwise that is inconsistent with the allocation methodology utilized Allocation Schedule. If, contrary to the intent of the Parties hereto as expressed in this Section 2.9 following 1(c), any adjustment Governmental Entity makes or proposes an Allocation inconsistent with the Allocation Schedule, the Parties shall cooperate with each other in good faith to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with contest such Final Allocation, as adjusted, on all Tax Returns Governmental Entity’s Allocations (or timely amend already filed Tax Returns proposed Allocations); provided, however, that, after consultation with the Party adversely affected by such Allocations (or proposed Allocations), the other Party hereto may file such protective claims or tax returns as may be reasonably required to reflect protect its interests; provided further, that neither the Xxxxxx Parties or any of their Affiliates nor the ONEOK Parties or any of their Affiliates will be obligated to litigate any challenge to such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) Allocations of the Code purchase price by a Governmental Entity. (or any similar provision of applicable state, local or foreign Lawd).

Allocation of Purchase Price. Buyer and Within ninety (90) Business Days after the Closing Date, Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and Buyer an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and as determined for federal income tax purposes, including any other applicable amounts liabilities of the Purchased Companies that are required to be treated as consideration part of the Purchase Price for U.S. federal income tax purposes) in accordance with among the Appraisal and assets of the Purchased Companies pursuant to Section 1060 of the Code and (the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate“Proposed Allocation”). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement The Proposed Allocation shall be final and binding on the parties unless the Buyer, acting in good faith, objects to the Proposed Allocation in writing within ten (10) Business Days after receipt of the Proposed Allocation. Such notice shall specify in reasonable detail the items in the Proposed Allocation to which Buyer objects and the parties basis for such objection. Following delivery of such notice, Buyer and Seller shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate cooperate in good faith to finalize reach a mutually acceptable agreement regarding such disputed allocation(s) no later than thirty (30) days after items. In the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then event that the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make cannot mutually agree upon a determination resolution with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made disputed items within three ten (310) Business Days of Seller’s receipt of such notice, each party shall be entitled to take its own position in any Tax Return, Tax proceeding or audit. If Buyer does not timely object to the resolution Proposed Allocation or there is an agreed-upon allocation by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Purchase Price Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation Buyer and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts Seller agree to update (a) be bound by the Final Allocation Purchase Price Allocation, (b) act in accordance with the allocation methodology utilized Purchase Price Allocation in the filing of all Tax Returns (including IRS Form 8594) for the taxable year that includes the Closing Date and in the course of any Tax audit, Tax examination or Tax litigation relating thereto, and (c) take no position and cause their Affiliates to take no position inconsistent with the Purchase Price Allocation for Tax purposes, in the case of each of clauses (a) through (c) unless otherwise required by a change in applicable Law; provided however, that this Section 2.9 following 1.2 shall not prevent Buyer or Seller (or any of their Affiliates) from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the Purchase Price Allocation, and neither Buyer nor Seller (nor any of their Affiliates) shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Entity in connection therewith. Seller and Buyer shall make appropriate adjustments to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns Allocation to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant adjustments to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Purchase Price.

Allocation of Purchase Price. Except as hereinafter provided, the Buyer Parents and Seller agree that they will attempt in good faith to enter into an agreement (the fair market value "Allocation Agreement") prior to the filing of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by Income Tax Return for the parties LLC for the short period ending on the Closing Date (the “Appraisal”). All costs and expenses "Short Period LLC Return") concerning the proper allocation (the "Allocation") of the accounting or appraisal firm in preparing purchase price paid hereunder among the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy assets of the Appraisal and an allocation statement with its proposed allocations LLC as of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) Closing Date in accordance with the Appraisal and Section 1060 Code. Buyers shall prepare a draft of the Code Allocation Agreement, which shall be supported by an appraisal obtained at Buyers' sole cost and expense from an independent, nationally-recognized appraisal firm, and shall submit such draft to Seller and Coastal Sub, together with the Treasury Regulations promulgated thereunder appraisal report, for review and comment no later than four months before the last date on which the Short Period LLC Return is due (and any similar provisions of state, local, or non-U.S. Law, as appropriateincluding available extensions). From Buyers and after Buyer Parents may rely on such appraisal report in filing their Tax Returns. The appraisal report shall provide that Seller and Coastal Sub shall be permitted to rely on the date hereof, Seller shall cooperate same in filing their Tax Returns with the Buyer, as and respect to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller allocation of the Appraisal purchase price. The Buyers and such allocation statement that it disputes any of Buyer’s allocationsSeller and Coastal Sub shall thereupon enter into the Allocation Agreement, the allocations set forth in Buyer’s allocation statement shall be final unless Seller and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate Coastal Sub determine in good faith that the Allocation Agreement (or the treatment of one or more material items governed thereby) is unreasonable, and provides the basis for such determination to finalize the Buyers in reasonable detail; provided, however, that Buyers and Buyer Parents may rely on such disputed allocation(s) no later than thirty (30) days after appraisal report in filing their Tax Returns irrespective of whether the date of receipt by Buyer of such notice from Seller. If Buyer Buyers and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If Coastal Sub enter into an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer The Purchase Price and Seller agree that Assumed Liabilities shall be separately allocated for Tax purposes among the fair market value Foreign Purchased Assets and the U.S. Purchased Assets as of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties Effective Time. Buyer shall prepare and deliver to Seller for review an allocation schedule setting forth Buyer’s determination of such allocation (the “AppraisalAllocation Schedule”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of ) within sixty (60) days after the Purchase Price (and any other applicable amounts treated as consideration for is finally determined pursuant to Section 3.2, which Allocation Schedule, to the extent it related to the U.S. federal income tax purposes) Purchased Assets, shall be in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate)Code. From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is Within thirty (30) days after receipt of such Allocation Schedule, Seller will notify Buyer in writing of any changes it proposes to the date of receipt by Allocation Schedule. Buyer and Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate will endeavor in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination any differences between them with respect thereto as promptly as practicable. The determination by to the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered Allocation Schedule within thirty (30) days after such submission (Buyer’s receipt of written notice given by Seller pursuant to the final allocation after resolution of all disputespreceding sentence and, if any, is referred they are able to herein asdo so, the “Final Allocation”). The parties Allocation Schedule shall file all applicable Tax Returns consistent with such Final Allocation and not take become final; provided, however, that in the event there are any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment adjustments to the Purchase Price pursuant to this Agreement, Buyer and Seller shall agree upon a revision to the parties Allocation Schedule that reflects the proportionate change amongst those classes of assets (or assets that correspond to the Assumed Liabilities), including goodwill, that caused the adjustment to the Purchase Price. If Buyer and Seller are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days, then within ten (10) days of the election of either the Seller or Buyer, such dispute shall report consistently be resolved by the Independent Accountant in accordance with such Final Allocation, as adjusted, on Section 3.2. Buyer and Seller agree to file Internal Revenue Service (“IRS”) Form(s) 8594 and all Tax Returns (or timely amend already filed Tax Returns to reflect such in accordance with the Allocation Schedule, as adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to the preceding sentence, and neither of them shall thereafter take a “determination” within Tax position on any Tax Return or otherwise that is inconsistent with such allocation unless required to do so pursuant to an audit or other inquiry or examination by the meaning of Section 1313(a) of IRS or other Governmental Authority. Should a disagreement arise with the Code (IRS or other Governmental Authority with respect to the agreed-upon allocation among the Purchased Assets, any similar provision of applicable stateparty may negotiate a change to such allocation that is inconsistent with the Allocation Schedule if necessary to settle an examination dispute with the IRS or other Governmental Authority, local or foreign Law)which shall be deemed to be done for settlement purposes only, so as to not impact the other party’s Tax Return positions.

Allocation of Purchase Price. Buyer and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties Within thirty (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes30) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after Business Days following the date hereof, Seller Buyer shall cooperate with prepare and deliver, or cause to be prepared and delivered, to Seller, an allocation of the BuyerInitial Purchase Price among the assets of the Company and the Division Entities and the non-competition covenant set forth in Section 5.11 hereof (the "Allocation"). If, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is within thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the receipt of the Allocation, Seller notifies Buyer that it disagrees with the Allocation and provides Buyer with a notice setting out in reasonable detail the reasons for its disagreement (the "Allocation Dispute Notice"), then Seller and Buyer shall attempt to resolve their disagreement within the ten (10) days following Buyer's receipt of Seller's Allocation Dispute Notice; otherwise, the Allocation shall become the "Final Allocation." If Seller and Buyer are unable to resolve their disagreement, the disputed items set forth in the Allocation Dispute Notice shall be submitted to the Independent Accounting Firm, whose expense shall be borne equally by Seller and Buyer. The Independent Accounting Firm shall determine and report in writing to Seller and Buyer as to its determination of all disputed matters submitted to the Independent Accounting Firm and the effect of such determinations on the Allocation within ten (10) Business Days after such submission, and such determinations shall be final, binding and conclusive as to Seller, Buyer and their respective Affiliates. In resolving any disputed item set forth in the Allocation Dispute Notice, the Independent Accounting Firm, acting in its capacity as an expert and not as an arbitrator: (i) shall limit its review to matters specifically set forth in Buyer's Allocation Dispute Notice as a disputed item (other than those items thereafter resolved by mutual written agreement of Seller and Buyer) and (ii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by any other party in the Allocation prepared by Seller or Buyer's Allocation Dispute Notice delivered pursuant to this Section 6.1(f). Each of Seller and Buyer shall have the right, within five (5) Business Days of submission of any disputed item to the Independent Accounting Firm, to meet with representatives of the Independent Accounting Firm and present its position as to the resolution of such disputed item. In addition, Seller and Buyer shall each furnish to the Independent Accounting Firm such work papers and other documents and information relating to the disputed items, as the Independent Accounting Firm may reasonably request. Buyer and Seller agree to (i) be bound by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns , (ii) act in a manner consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with for all purposes, including, without limitation, the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, preparation of financial statements and the parties shall report consistently with such Final Allocation, as adjusted, on filing of all Tax Returns and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (or timely amend already filed Tax Returns iii) take no position, and cause their Affiliates to reflect such adjusted take no position, inconsistent with the Final Allocation) and not take Allocation for any position contrary thereto purpose, in such Tax Returns or otherwiseeach case, unless except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign by Law).

Allocation of Purchase Price. No later than 120 days after the Closing Date, the Seller shall prepare and provide to the Buyer and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties a draft schedule (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (Allocation Schedule”) allocating the final Purchase Price and any other applicable amounts items treated as consideration for U.S. federal income tax purposespurposes among (i) the Equity Interests of Statoil, Caguas, Xxxxxxx, and Cajuhu, (ii) all of the assets of the Company, and (iii) all of the assets of each Company Subsidiary (other than Statoil, Caguas, Xxxxxxx, and Cajuhu) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and thereunder. The Buyer shall notify the Seller in writing of any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and comments to the extent reasonably requested by Buyer, in connection with matters relating Purchase Price Allocation Schedule within 15 days of receipt thereof. If the Buyer does not deliver any written notice of objection to the Appraisal and Purchase Price Allocation Schedule within such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations15-day period, the allocations set forth in Buyer’s allocation statement Purchase Price Allocation Schedule shall be final final, conclusive and binding on the parties parties. If a written notice of objection is timely delivered to the Seller, then the Seller and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) for a period of 20 days after the date of receipt by Buyer of such notice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission dispute (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final AllocationAllocation Dispute Resolution Period”). The parties If, during the Allocation Dispute Resolution Period, the Seller and the Buyer are able to resolve their differences in writing as to any disputed amount, such resolution shall file be deemed final and binding with respect to such amount for the purpose of determining that component of the Purchase Price Allocation Schedule. In the event that the Seller and the Buyer do not resolve all applicable Tax Returns consistent with such Final of the items disputed in the Purchase Price Allocation Schedule prior to the end of the Allocation Dispute Resolution Period, the Purchase Price Allocation Schedule shall not be binding on the Buyer and not take any position contrary thereto in such Tax Returns or otherwisethe Seller. The parties shall use commercially reasonable efforts to update If, however, the Final Purchase Price Allocation Schedule is finalized in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to terms of this Agreement, such allocation shall be used by the Seller and the parties shall report consistently with such Final AllocationBuyer as the basis for reporting asset values and other items for purposes of all U.S. federal, state, and local (and, if applicable, non-U.S.) Returns, and except as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to by a “determination” within the meaning of (as defined in Section 1313(a) 1313 of the Code (or any similar provision of applicable state, U.S. state or local or foreign Law)) or with the other party’s prior written consent, neither the Seller nor the Buyer, nor any of their respective Affiliates, shall take a position inconsistent with the Purchase Price Allocation Schedule in any Return filed with any Governmental Authority, or in any audit, proceeding, or other Action with respect to Taxes; provided, however, that no party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any Tax examination, audit, claim or similar proceeding or Action as a result of this Section 7.5.

Allocation of Purchase Price. Buyer (a) The Purchase Price shall be allocated (i) between the Phase I Business and Seller agree that the fair market value of Phase II Business and (ii) to the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code each country and the Treasury Regulations promulgated thereunder (and any similar provisions of stateAcquired Companies, localin each case, or non-U.S. Law, as appropriate)in the manner set forth in Schedule 2.8. From and Within 10 days after the date hereof, the Seller shall cooperate will deliver to the Purchaser an allocation statement prepared in a manner consistent with Schedule 2.8 and any applicable requirements of U.S. federal, state or foreign Tax law (the “Allocation Statement”), setting forth the Seller’s calculation of the allocation of the Purchase Price amongst the Purchased Assets and the Acquired Companies. The Seller and the Purchaser agree that the amount allocated to the Owned Real Property associated with the Buyeroperation of the Business in Germany will be €2,400,000 (converted to U.S. dollars at the Exchange Rate). The Purchaser will review the Allocation Statement and, as and to the extent reasonably requested by Buyerthe Purchaser disagrees in good faith with the content of the Allocation Statement, the Purchaser will inform the Seller of such disagreement in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) writing within 10 days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties Allocation Statement. The Seller and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate Purchaser will attempt in good faith to finalize resolve any such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Sellerdisagreement. If Buyer the Seller and Seller the Purchaser are unable to agree reach a good faith agreement on the content of the Allocation Statement within 5 days of the Purchaser’s informing the Seller of such allocation(s) within such thirty (30) day perioddisagreement, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be bindingsubmitted to a mutually acceptable accounting firm whose determination shall be binding on the parties. If an Independent Accountant is engaged The costs of such arbitration shall be shared equally. The Purchaser and the Seller will report the allocation of the Purchase Price in a manner consistent with the Allocation Statement (or portion thereof) as finally agreed or determined pursuant to this Section 2.9, the fees 2.8(a) and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also 25 will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation act in accordance with the Allocation Statement in the preparation and filing of all Tax Returns and for all other Tax, financial accounting or Tax litigation or investigation purposes. (b) The Purchaser and the Seller will promptly inform one another of any challenge by any Governmental Authority to any allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price made pursuant to this AgreementSection 2.8 and agree to consult with and keep each other informed with respect to the status of, and the parties shall report consistently any discussion, proposal or submission with respect to, such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of challenge. Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).2.9

Allocation of Purchase Price. Buyer (a) Seller and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal Purchaser shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of allocate the Purchase Price (and any other applicable amounts treated as consideration Assumed Liabilities, to the extent properly taken into account under the Code) among the Purchased Assets for U.S. federal income tax purposes) purposes in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, local or non-U.S. Lawforeign law, as appropriate). From A draft allocation schedule, substantially in the form attached hereto as Exhibit J, shall initially be prepared by Purchaser and after the date hereof, delivered to Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date Closing Date for Seller's review and comment. The Seller will be deemed to have accepted such allocation unless it provides written notice of disagreement to Purchaser within ten (10) days after the receipt by Buyer of such notice from Sellerthe draft allocation schedule. If Buyer Seller provides timely written notice of disagreement to Purchaser, Seller and Seller are unable Purchaser shall work in good faith to agree on resolve any disputes relating to the draft allocation schedule (such allocation(s) allocation schedule as finally agreed to by Purchaser and Seller, the “Allocation Schedule”). If, within such thirty (30) day perioddays after Purchaser receives Seller’s notice of disagreement, then the parties have not reached agreement, Seller and Purchaser shall jointly appoint a nationally recognized accounting firm agreed to by the parties (and, if the parties are unable to agree, the New York office of PriceWaterhouseCoopers) (the “Accountant”) to whom the parties shall hire submit the dispute for resolution, which resolution shall be final, conclusive and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant binding on the matter shall be bindingparties. If an Independent Accountant is engaged pursuant Notwithstanding anything in this Agreement to this Section 2.9the contrary, the fees and expenses of the Independent Accountant in resolving this dispute shall be borne equally by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within Purchaser. Not later than thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment prior to the Purchase Price pursuant filing of their respective Internal Revenue Service Forms 8594 (Asset Acquisition Statement under Section 1060 of the Code) relating to this Agreementtransaction, and each party shall deliver to the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to other party a “determination” within the meaning copy of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)its Internal Revenue Service Form 8594.

Allocation of Purchase Price. Buyer Sellers and Seller Purchaser agree that to allocate (I) the fair market value Initial Purchase Price (and, in the case of the Purchased Acquired Assets, the related Assumed Liabilities) and any Final Adjustment Amount among the Shares and the Acquired Assets will be appraised as set forth on Schedule 3.3. Within ten (10) Business Days upon determination of the Final Purchase Price in accordance with Section 3.4, Purchaser shall prepare and deliver to the Seller Representative (i) a copy of Form 8594 and 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 PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by U.S. Digital Assets and (ii) a statement allocating the parties applicable portion of the Final Purchase Price as set forth on Schedule 3.3 among the Acquired Assets (together, the “AppraisalAsset Acquisition Statement”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal The Asset Acquisition Statement shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) prepared in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of stateand, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returnsif applicable, in accordance with such allocationsany other similar provision of state, provincial, local and foreign Tax Law). If The Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties Representative and Purchaser shall negotiate seek in good faith to finalize such disputed allocation(s) no later than thirty (30) days after resolve any differences that they may have with respect to the date of receipt by Buyer of such notice from SellerAsset Acquisition Statement. If Buyer In the event that the Seller Representative and Seller Purchaser are unable to agree reach agreement on such allocation(sthe Asset Acquisition Statement within twenty (20) within such thirty (30) day perioddays of delivery thereof to the Seller Representative, then the parties shall hire and consult with the Independent Accountant each agrees to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to any issue in dispute under this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”). The parties shall file all applicable Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation 3.3 in accordance with the allocation methodology utilized procedures set forth in this Section 2.9 following any adjustment 11.7. Each of the Seller Representative and Purchaser agrees that promptly upon agreeing on the Asset Acquisition Statement (or the determination of the Independent Accountant) it shall return an executed copy thereof to the Purchase Price pursuant other party. Neither Sellers nor Purchaser, nor any of their respective Affiliates, shall file any Tax Return or other document or otherwise take, or agree to this Agreementtake, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such on any Tax Returns or otherwiseReturn which is inconsistent with the Asset Acquisition Statement, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of by applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer and Seller agree that No later than one hundred twenty (120) days after the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Closing Date, Buyer shall prepare and deliver to Seller a copy the proposed allocation of the Appraisal and an allocation statement with its proposed allocations total consideration paid by Buyer to Seller pursuant to this Agreement among the Acquired Assets for purposes of the applicable portions of the Purchase Price (and any other applicable amounts treated as consideration for U.S. federal income tax purposes) in accordance with the Appraisal and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate)Code. From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such The proposed allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final conclusive and shall be binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with such allocations. If Seller notifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, the parties shall negotiate in good faith to finalize such disputed allocation(s) no later than thirty (30) days after the date of receipt by Buyer of such notice from Seller. If upon both Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by unless Seller and Buyer objects in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered writing within thirty (30) days after receipt of such submission proposed allocation. In the event that Seller objects in writing within thirty (30) days, Buyer and Seller shall negotiate in good faith to resolve the dispute. If Buyer and Seller fail to agree on such allocation within thirty (30) days following Seller’s written objection, such allocation shall be determined, within a reasonable time, by an independent, nationally recognized engineer or appraiser mutually agreed upon and selected by the Parties (the final “Independent Appraiser”) to determine the fair value of the Acquired Assets solely for purposes of such allocation after resolution under this Section 2.11. If such an appraisal is made, it shall be binding upon both Buyer and Seller. Each Party shall bear and pay one-half of the fees and other costs charged by the Independent Appraiser. Each of Buyer and Seller agrees to file Internal Revenue Service Form 8594 and all disputesfederal, if anystate, is referred to herein as, the “Final Allocation”). The parties shall file all applicable local and foreign Tax Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the such agreed allocation methodology utilized in this Section 2.9 following any adjustment (giving effect to mutually-agreed upon adjustments as a result of adjustments to the Purchase Price pursuant to Section 2.9). Each of Buyer and Seller shall report the transactions contemplated by this Agreement, Agreement and the parties shall report consistently Ancillary Agreements for federal income tax and all other Tax purposes in a manner consistent with such Final Allocationthe allocation, if agreed-upon or determined by the Independent Appraiser in each case pursuant to this Section 2.11, and, except as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant by Law, neither Party nor their respective Affiliates shall take a Tax position that is inconsistent with the allocation. Each of Buyer and Seller agrees to a “determination” within provide the meaning other promptly with any other information reasonably required to complete such Form 8594. Each of Section 1313(a) Buyer and Seller shall notify and provide the other with reasonable assistance in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Code (or any similar provision of applicable state, local or foreign Law)Purchase Price.

Allocation of Purchase Price. Buyer and Not later than forty-five (45) days after the Closing, Purchaser shall provide Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller a copy of the Appraisal and with an allocation statement with its proposed allocations of the applicable portions of the Purchase Price (and Price, plus any other applicable amounts treated as consideration liabilities deemed assumed for U.S. federal income tax Tax purposes) in accordance with , among the Appraisal and Project Assets as of the Closing Date using the allocation method provided by Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriatethe “Purchase Price Allocation Schedule”). From and after the date hereof, Seller shall cooperate with the Buyer, as and to the extent reasonably requested by Buyer, in connection with matters relating to the Appraisal and such allocations. If Seller does not notify the Buyer prior to the close of business on the date that is Within thirty (30) days after the date its receipt of receipt by Purchaser’s proposed Purchase Price Allocation Schedule, Seller of the Appraisal and such allocation statement that it disputes shall propose to Purchaser any of Buyer’s allocationschanges thereto, the allocations set forth in Buyer’s allocation statement or otherwise shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance deemed to have agreed with such allocationsPurchaser’s proposed Purchase Price Allocation Schedule. If Seller notifies Buyer proposes changes to Purchaser’s proposed Purchase Price Allocation Schedule within such the thirty (30) day period that it disputes any of Buyer’s allocationsdescribed above, the parties Parties shall negotiate cooperate in good faith to finalize such disputed allocation(s) no later than thirty mutually agree upon a revised Purchase Price Allocation Schedule as soon as practicable and in any event within fifteen (3015) days after the date of receipt by Buyer of Seller’s proposed changes. If, after such notice from Seller. If Buyer and Seller fifteen (15) day period, the Parties are unable to agree on a revised Purchase Price Allocation Schedule, the Parties shall refer such allocation(s) within such thirty (30) day perioddispute to an Independent Accounting Firm, then the parties which Independent Accounting Firm shall hire and consult with the Independent Accountant to resolve the disagreement and make a determination 35 NTD: In addition to Seller’s Parent Guaranty (or other security acceptable to Purchaser in its sole discretion), Purchaser may require a security agreement and mortgage with respect thereto to all Project Assets as well as a pledge of ownership interest in Seller as security for the Payments. final and binding determination as to all matters in dispute with respect to the Purchase Price Allocation Schedule (and only such matters) on a timely basis and shall promptly as practicablenotify the Parties in writing of its resolution. The determination Independent Accounting Firm shall not have the power to modify or amend any term or provision of this Agreement. Purchaser, on the one hand, and Seller, on the other hand, shall bear and pay one-half of the fees and other costs for services rendered by the Independent Accountant on the matter shall be binding. If an Independent Accountant is engaged Accounting Firm pursuant to this Section 2.9, the fees and expenses of the Independent Accountant shall be borne by Seller and Buyer in inverse proportion as such parties may prevail on the resolution of the disagreement which proportionate allocation also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be made within three (3) Business Days of the resolution by the Independent Accountant, and the parties shall use reasonable best efforts to cause such resolution to be rendered within thirty (30) days after such submission (the final allocation after resolution of all disputes, if any, is referred to herein as, the “Final Allocation”)2.3. The parties shall file all applicable Parties agree that they will not take nor will they permit any Affiliate to take, for Tax Returns consistent purposes, any position inconsistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to update the Final Allocation in accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation, as adjusted, on all Tax Returns (or timely amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, Allocation Schedule unless otherwise required pursuant to applicable Law. If any adjustment is required to be made to the Purchase Price Allocation Schedule as a “determination” within the meaning of Section 1313(a) result of the Code (payment of any additional Purchase Price or any similar provision of applicable stateotherwise, local or foreign Law).this Section