Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocation.

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 preliminary copy of the Appraisal and an allocation among statement with its proposed allocations of the Auctioned Assets applicable portions of the Purchase Price (and among such any other applicable amounts treated as consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal U.S. federal income tax purposes, and, as soon as practicable following ) in accordance with the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare Appraisal 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 Section 1060 of the Code and the Treasury Regulations thereunderpromulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller hereby agrees shall cooperate with the Buyer, as and to accept the extent reasonably requested by Buyer's Allocation unless , in connection with matters relating to the Appraisal and such allocations. If Seller determines 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 was not prepared 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 Section 1060 of the Code and the regulations thereunder ("Applicable Law")such allocations. If Seller so determinesnotifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, Seller the parties shall within 20 Business Days thereafter propose any changes necessary negotiate in good faith to cause finalize such disputed allocation(s) no later than thirty (30) days after the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery date of receipt by Buyer of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefornotice 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 any disputed objections within 10 Business Days thereafter, such objections the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be referred binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the Accountants, whose review will be limited to whether Buyer's Allocation fees and expenses of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants Independent Accountant shall be instructed to deliver to borne by Seller and Buyer a written determination in inverse proportion as such parties may prevail on the resolution of the proper disagreement which proportionate allocation of such disputed items within 20 Business Days. Such determination 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 conclusive and binding upon made within three (3) Business Days of the parties hereto for all purposesresolution by the Independent Accountant, and the Allocation parties shall use reasonable best efforts to cause such resolution to be so adjusted rendered within thirty (30) days after such submission (the Allocation, including the adjustmentfinal allocation after resolution of all disputes, if any, to be is referred to as herein as, the "“Final Allocation"”). The fees and disbursements of the Accountants attributable to the Allocation parties shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign applicable Tax Returns, in accordance 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 report update the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Final Allocation in a manner consistent 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. 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 connection with as adjusted, on all Tax Returns (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the 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 shall deliver to Seller at Closing a preliminary allocation among No later than ninety (90) days after the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Determination Date, Buyer shall prepare and deliver to Seller for its review and comment a final statement setting forth the allocation of the sum of the Purchase Price Price, plus any Assumed Liabilities and additional any other amounts as required by applicable Tax Law to be treated as consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02for applicable Tax purposes, among the Auctioned Assets Purchased Assets, which allocation shall be made in accordance with the methodology set forth on Schedule 2.06 hereto (the "Allocation"“Allocation Schedule”). The Allocation shall be consistent with , Section 1060 of the Code and the any applicable U.S. Treasury Regulations thereunder(the “Purchase Price Allocation”). Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared shall notify Buyer in accordance with Section 1060 writing within fifteen (15) days after receipt of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Purchase Price Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any disagreement or reasonable objections to such proposed changesSeller may have with the Purchase Price Allocation, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to which case Seller and Buyer a written determination shall use their good faith efforts to reach agreement thereon; provided, that, for the avoidance of doubt, the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon Parties agree that the parties hereto for all purposes, and methodology set forth in the Allocation Schedule shall not be the subject of any such disagreement or objections. In the event Seller and Xxxxx fail to so adjusted agree within thirty (30) days after Xxxxxx’s notice of disagreement has been delivered, then Seller and Buyer shall promptly engage the Allocation, including Independent Accountants to resolve the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes dispute in a manner consistent that accords with the Final AllocationAllocation Methodology within forty-five (45) days of the engagement. 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 connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely each pay fifty percent (50%) of the fees and expenses of such accounting firm in connection with such engagement. In the event that Seller does not notify Buyer of any disagreement or reasonable objection within fifteen (15) days of receipt of the Purchase Price Allocation, such Purchase Price Allocation shall be deemed finally determined. The Purchase Price Allocation finally determined pursuant to this Section 2.06 shall be used by Xxxxx and Seller for all tax purposes, including preparation and filing of IRS Form 8594 and all other Party applicable Tax Returns, and each no party hereto shall timely provide the other Party take or assert any position inconsistent therewith. The Purchase Price Allocation shall be modified as appropriate in accordance with reasonable assistance this Section 2.06 to reflect any adjustments in the event of an examination, audit or other proceeding regarding consideration (as determined for applicable Tax purposes) made following the Final AllocationClosing in accordance with this Agreement.

Allocation of Purchase Price. Buyer The Purchase Price shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Assets Purchased Assets, the grant of the Purchase Price and among such other consideration paid to license under the Seller Multi-Application Technology pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, Section 2.5 and, as soon as practicable following applicable, the Closing (but in any event within 10 Business Days following the final determination grant 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 sublicense pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent Sublicense Agreement in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. , and the Acquiror and the Seller hereby agrees agree to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared (a) be bound by the allocation, (b) act in accordance with Section 1060 the allocation in the preparation of financial statements and filing of all Tax Returns (including, without limitation, filing Internal Revenue Service Form 8594 with their United States federal income Tax Return for the taxable year that includes the date of the Code Closing) and in the regulations thereunder course of any Tax audit, Tax review or Tax litigation relating thereto, and ("Applicable Law")c) take no position and cause their Affiliates to take no position inconsistent with the allocation for income Tax purposes, 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. The Acquiror shall initially determine and send written Notice to the Seller of the allocation of the Purchase Price within thirty (30) days after the Closing Date. The Seller will be deemed to have accepted such allocation unless it provides written Notice of disagreement to the Acquiror within ten (10) days after the receipt of the Seller’s Notice of allocation. If the Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery provides such Notice of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred disagreement to the AccountantsAcquiror, whose review will be limited the parties shall proceed in good faith to whether Buyer's Allocation determine the allocation in dispute. If, within ten (10) days after the Acquiror receive the Seller’s Notice of such disputed items regarding disagreement, the Allocation was prepared in accordance with Applicable Law. The parties have not reached agreement, the Accountants shall be instructed 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 Seller and Buyer the other party a written determination copy of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 its Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocation.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable Within 60 days following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Valuation Date Working Capital pursuant to Section 3.3, Buyer shall prepare and deliver provide to Seller a schedule (the “Allocation Schedule”) allocating the 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")Purchased Assets. The Allocation Schedule shall be consistent with Section 1060 of the Code reasonable and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not shall be prepared in accordance with Section 1060 of the Code and Code. If Seller does not provide notice of disagreement to Buyer within 30 days of receiving the regulations thereunder Allocation Schedule, the Allocation Schedule shall be binding as the final Allocation Schedule ("Applicable Law"the Allocation Schedule, as finalized pursuant to this Section 3.7, the “Final Allocation Schedule”). If Seller so determinesprovides notice of disagreement to Buyer within such 30-day period, Seller and Buyer shall discuss in good faith Seller’s disagreement and, if Seller and Buyer resolve such disagreement within 20 Business Days thereafter propose any changes necessary 30 days (or longer prior as agreed between the parties) of Seller receiving the Allocation Schedule, the Allocation Schedule shall be revised to reflect such resolution and as so revised shall be the Final Allocation Schedule. The parties agree (and agree to cause each of their respective Affiliates) to utilize the allocation set forth in any Final Allocation Schedule for all Tax purposes, including the filing of all Tax Returns and in the course of all Tax-related proceedings, unless otherwise required by applicable Requirements of Law pursuant to be prepared a final determination in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons thereforconnection therewith. If Seller and Buyer and Seller are unable to resolve any disputed objections such disagreements within 10 Business Days thereaftersuch 30 days (or longer period as agreed between the parties), such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation each of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive entitled to determine and binding upon allocate the parties hereto for all purposesfinal Purchase Price among the Purchased Assets in the manner it determines in its sole discretion, and the Allocation neither party shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable have any liability to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees other with respect to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationallocations.

Allocation of Purchase Price. The Parties agree to treat the purchase of the Interests as the purchase of all the assets of the Company by Buyer shall deliver for U.S. federal income tax purposes and agree to Seller at Closing a preliminary allocation among the Auctioned Assets of allocate the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination assets 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 Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared Company in accordance with Section 1060 of the Code and Code. Not later than 90 days after the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesClosing, Buyer shall provide Seller with deliver to the SN Parties a statement 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 objections to such proposed changesreasonable, together good faith disagreement with a reasonably detailed explanation of the reasons thereforAllocation 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 Seller 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 objections within 10 Business Days thereafteritems. Notwithstanding anything to the contrary herein, such objections 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 referred adjusted to the Accountants, whose review will be limited to whether Buyer's Allocation of reflect such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation")resolution. The fees and disbursements 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 Allocation Statement in the preparation, filing and audit of any Tax Return (including filing Form 8594 with a federal income Tax Return for the taxable year that includes the date of the Accountants attributable Closing). Neither Buyer nor the SN Parties shall agree to any proposed adjustment to the Allocation shall be shared equally Statement by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign any Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify 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 each neither Buyer nor the SN Parties shall timely provide the other Party with reasonable assistance in the event of an examination, audit be required to litigate before any court any proposed deficiency or other proceeding regarding the Final Allocationadjustment by any Tax Authority challenging such Allocation Statement.

Allocation of Purchase Price. Buyer For U.S. federal and applicable state and local income Tax purposes, Purchaser, Sellers, and their respective Affiliates shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of 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 such other consideration paid to Seller pursuant to this Agreement that is properly includible the Acquired Assets in Buyer's tax basis for accordance with the Auctioned Assets for Federal income tax purposes, and, as methodology set forth in Schedule 9.2 (the “Allocation Methodology”). As soon as practicable commercially practicable, but no later than 90 days following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)final Purchase Price, Buyer Purchaser shall prepare and deliver provide a proposed allocation to Seller a final Sellers setting forth the allocation of the Purchase Price (and additional consideration described in other amounts treated as part of the preceding clause, and the post-closing adjustment pursuant to Section 3.02, purchase price for U.S. federal income Tax purposes) among the Auctioned Acquired Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 the Allocation Methodology (the “Allocation”) subject to Sellers’ review and approval, and Purchaser shall incorporate any changes reasonably requested by Sellers with respect to such Allocation. If Sellers deliver a written objection within 30 days after receipt of the Code draft Allocation proposed by Pxxxxxxxx, then Purchaser and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller Sellers shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared negotiate in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 good faith to resolve any disputed objections such objection, and, if Sellers and Purchaser cannot resolve such dispute within 10 Business Days thereafter30 days of Purchaser’s receipt of Sellers’ objection, then a nationally recognized accounting firm mutually acceptable to Purchaser and Sellers shall resolve such dispute, with the costs of such resolution to be allocated by such accounting firm between Purchaser and Sellers based upon the percentage of the aggregate contested amount submitted to such accounting firm that is ultimately awarded to Purchaser, on the one hand, or Sellers on the other hand, such objections shall be referred that Purchaser bears a percentage of such costs and expenses equal to the Accountants, whose review will be limited percentage of the contested amount awarded to whether Buyer's Allocation Sellers and Sellers bears a percentage of such disputed items regarding costs and expenses equal to the Allocation was prepared in accordance with Applicable Lawpercentage of the contested amount awarded to Purchaser. The Accountants Parties and their respective Affiliates shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for file all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, Returns in accordance with such Final Allocation (as finally determined under this Section 9.2) and to report the transactions contemplated by this Agreement for Federal Income not take any Tax and all other tax purposes in a manner consistent related action inconsistent with the Final Allocation. Each , in each case, unless otherwise required by a “determination” within the meaning of Buyer and Seller agrees to promptly provide section 1313(a) of the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationTax Code.

Allocation of Purchase Price. Seller and Buyer shall deliver agree to Seller at Closing a preliminary allocation among allocate the Auctioned Assets of the Final Purchase Price and any other items that are treated as additional consideration for Tax purposes under this Agreement (including any Assumed Liabilities treated as consideration for the Purchased Assets for Tax purposes and taking into account any downwards adjustments to the consideration hereunder) by applicable jurisdiction and then among such other consideration paid to the Purchased Assets within each jurisdiction, and among Seller pursuant and the relevant Affiliates of Seller, if any, and among Buyer and the relevant Affiliates of Buyer, if any, in accordance with the methodology in the Agreed Form 8594 (including the attached statements), attached as Annex A to this Agreement that is properly includible (the Agreed Form 8594). Seller will provide an allocation prepared in Buyer's tax basis for accordance with the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following methodology set forth on Annex A to Seller within 30 days after the Closing (but in any event Date. If within 10 Business Days following the final determination 30 days after Buyer’s receipt of the Adjustment Amount)proposed allocation, Buyer has not objected in writing to such proposed allocation, then such proposed allocation shall prepare and deliver to Seller a become the final allocation of the Final Purchase Price Price. In the event that Buyer objects in writing within such 30-day period, Seller and additional consideration described Buyer shall negotiate in good faith to resolve 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 Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law")dispute. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, and 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 resolve any disputed objections reach an agreement within 10 Business Days thereafter30 days after Buyer’s receipt of the proposed allocation, then such objections dispute shall be referred to resolved and the Accountants, whose review will be limited to whether Buyer's Allocation final allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants Final Purchase Price shall be instructed to deliver to determined by an independent, internationally recognized firm of accountants mutually selected by the Parties. Each of Seller and Buyer a written shall bear all fees and costs incurred by it in connection with the determination of the proper allocation final allocation, except that the Parties shall each pay half of the fees and expenses of such disputed items within 20 Business Daysaccounting firm. Such determination Seller shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 complete IRS Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes 8594 in a manner substantially consistent with the Agreed Form 8594 on the basis of the final allocation of the Final AllocationPurchase Price determined under this Section 2.06, and shall provide a copy of the complete form to Buyer. 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 connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify file (or cause to be filed) all federal, state, provincial and local Tax Returns in accordance with the final allocation of the Final Purchase Price determined under this Section 2.06, including filing IRS Form 8594 as completed by Seller, and shall take and cause to be taken no position contrary thereto or inconsistent therewith in any amended return or claim for refund, any examination or audit by any Governmental Authority, or any other Party proceeding, except to the extent otherwise required by law. The amounts allocated under this Section 2.06 do not include any payment made under the Initial Trademark License Agreements or the Initial Supply and each Distribution Agreements; provided that the Effective Date Payment (pursuant to, and as defined in, the MSDLA) shall timely provide the other Party with reasonable assistance be disclosed on IRS Form 8594 in the event of an examination, audit or other proceeding regarding manner provided in the Final AllocationAgreed Form 8594.

Allocation of Purchase Price. Buyer Gold Xxxx and Southern States shall deliver to Seller at Closing a preliminary allocation allocate the Estimated Purchase Price, when determined, among the Auctioned Purchased Assets of and the Assumed Liabilities in accordance with an allocation schedule substantially in the 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 and among such other consideration paid to Seller made pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as Section 4.5. As soon as may be practicable following after the Closing (but and prior to filing any tax return which includes information related to the transactions contemplated in any event within 10 Business Days following this Agreement, Gold Xxxx and Southern States employing 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 made pursuant to this Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation 14.4 shall be consistent with Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller prepare mutually acceptable IRS Forms 8594 which they shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and use to report the transactions contemplated by in this Agreement for Federal Income Tax to the Internal Revenue Service and to all other taxing authorities. Neither Gold Xxxx nor Southern States shall take a position in any tax purposes proceeding, 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 Purchase Price, or exhaust administrative remedies before any taxing authority or agency in a manner consistent with connection therewith, and Gold Xxxx and Southern States shall not be required to litigate before any court (including without limitation the Final AllocationUnited States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. Each of Buyer Gold Xxxx and Seller agrees Southern States shall give prompt notice to promptly provide the other party with of the commencement of any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, tax audit or other proceeding regarding the Final Allocationassertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as As soon as practicable following practicable, but not later than one hundred twenty (120) days after the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Date, Buyer and Seller shall prepare and deliver to Seller a final agree upon the allocation of the Purchase Price (and additional consideration described in all other capitalizable costs) and Assumed Liabilities among the preceding clausePurchased Assets, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets shall set forth such allocation on a statement (the "AllocationAllocation 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 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 Purchase Price. The decision of the accounting firm shall be final and binding upon the Parties. The Parties shall share equally the fees, costs and expenses of the accounting firm selected to resolve any disagreements regarding the Allocation Statement. Buyer and Seller shall file all Income Tax Returns, and execute such other documents as may be required by any taxing authority, in a manner consistent with the Allocation Statement. Buyer and Seller shall prepare Internal Revenue Service Form 8594 pursuant to Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees relating 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax based on the Allocation Statement, and all other tax purposes in a manner consistent with the Final Allocationshall deliver such form to each other. 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 connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify file such form with each relevant taxing authority. The Allocation Statement shall have no impact on the other Party and each shall timely provide Statement of Working Capital for purposes of calculating the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationAdjusted Purchase Price.

Allocation of Purchase Price. (a) The Buyer shall deliver to and the Seller at Closing a preliminary allocation among agree that in accordance with Revenue Ruling 99-6, 1999-1 CB 432, the Auctioned Assets purchase of the Membership Interests shall be treated as a purchase by Buyer of an undivided 50% interest in each of the assets of RRP and Termo Alpha. Buyer will determine a Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 that price among the Purchase Price assets of RRP and additional consideration described in the preceding clause, and the post-closing adjustment Termo Alpha pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Internal Revenue Code of 1986, as amended, and the related Treasury Regulations 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 ("Applicable Law"“Final Allocation”). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide such final allocation in writing to Seller with a statement of within 30 days after the Closing Date. The Seller shall, in good faith, have the right to object to the Final Allocation and any objections such objection shall be delivered to such proposed changes, together with a reasonably detailed explanation of the reasons thereforBuyer in writing no more than 30 days after the Final Allocation is delivered to the Seller. If the Seller objects, the Seller and the Buyer and Seller are unable shall negotiate in good faith to resolve any disputed objections the objection. If the Seller and the Buyer cannot resolve such objection within 10 Business Days thereafter30 days, such objections the objection shall be referred to Deloitte & Touche LLP (or if such firm is unwilling or unable to serve, another nationally recognized accounting firm mutually agreed on by the Accountants, whose review will be limited to whether Buyer's Allocation Buyer and the Seller for prompt resolution.) The decision of such disputed items regarding accounting firm shall be binding on the Allocation was prepared in accordance with Applicable LawBuyer and the Seller. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Final Allocation shall be so adjusted (amended to reflect the Allocation, including decision of such accounting firm or the adjustment, if any, to be referred to as the "Final Allocation")results of any such negotiations. The cost and fees and disbursements of incurred from the Accountants attributable to the Allocation shall services provided by such accounting firm will be shared split equally by between Buyer and Seller. Each . (b) The Seller and the Buyer (i) shall be bound by the Final Allocation for purposes of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, determining any and all Federalconsequences with respect to federal, state, state and local and foreign Tax Returns, in accordance with such Final Allocation and to report taxes of the transactions contemplated by this Agreement for Federal Income Tax herein (ii) shall prepare and file all other tax purposes returns to be filed with any taxing authority in a manner consistent with the Final Allocation. Each of Buyer Allocation and Seller agrees to promptly provide (iii) shall take no position inconsistent with the other party Final Allocation in any tax return, in any discussion with or proceeding before any additional information and reasonable assistance required to complete Form 8594taxing authority, or compute Taxes arising otherwise. In the event that the Final Allocation is disputed by any taxing authority and in connection the event that the applicable statute of limitations has not expired with (respect to either the Seller or otherwise affected by) the transactions contemplated hereunder. Each Buyer, the Party receiving notice of Buyer such dispute shall promptly notify and Seller shall timely notify consult with the other Party hereto concerning resolution of such dispute, and each no such dispute shall timely provide be finally settled or compromised without the other Party with reasonable assistance in mutual consent of the event of an examinationSeller and the Buyer, audit or other proceeding regarding the Final Allocationwhich consent shall not be unreasonably withheld.

Allocation of Purchase Price. (a) The Purchase Price plus the Assumed Liabilities (to the extent treated as consideration paid by Buyer for applicable Tax purposes) shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Purchased Assets of for tax reporting purposes (the “Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible Allocation”) in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 accordance with Section 1060 of the Code and the Treasury Regulations thereunderthereunder and in the form attached as Schedule 1.8 attached hereto. Within sixty (60) days after the Agreement Date Seller hereby agrees shall prepare and deliver a draft Purchase Price Allocation to Buyer. Thereafter, Buyer may either: (i) agree with and accept Buyer's the Purchase Price Allocation unless (which upon such acceptance shall be the “Final Allocation Schedule”) or (ii) in good faith suggest changes to the Purchase Price Allocation and attempt to agree with Seller. If Buyer and Seller resolve their differences, the Purchase Price Allocation, as amended to reflect any changes agreed upon by Xxxxx and Seller, shall become the Final Allocation Schedule. If the parties are unable to reach mutual agreement prior to the Closing Date, the parties shall be entitled to allocate the Purchase Price and any Assumed Liabilities (to the extent treated as consideration paid by Buyer for applicable Tax purposes) to the Purchased Assets in such manner as each independently determines that is reasonable, and there shall be no Final Allocation Schedule. (b) If a Final Allocation Schedule has been agreed, and any indemnification payment is paid pursuant to the provisions of this Agreement, then Buyer shall adjust the Final Allocation Schedule to reflect such Allocation was not prepared payment in accordance with the nature of each such payment and in a manner consistent with Section 1060 of the Code and the regulations thereunder ("Applicable Law")and shall deliver the Final Allocation Schedule as so revised to Seller. If Any adjustment(s) to the Final Allocation Schedule shall be final unless Seller so determines, Seller shall objects in writing within 20 Business Days thereafter propose any changes necessary to cause 30 days of the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement the notification of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred adjustment(s) to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Purchase Price Allocation. Each In the event of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594an objection, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocation.work cooperatively to reach mutual agreement on any adjustment(s)

Allocation of Purchase Price. Buyer shall deliver Seller and Purchaser agree to Seller at Closing a preliminary allocation (and agree to cause their respective Affiliates to) allocate the Purchase Price, any liabilities assumed and any other amounts treated as consideration for U.S. federal income Tax purposes among the Auctioned Transferred Assets and the assets deemed acquired by Purchaser as a result of the Purchase Price Section 338(h)(10) Elections for U.S. federal income Tax purposes in accordance with Sections 338 and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 Section 1060 of the Code and the Treasury Regulations thereunderpromulgated thereunder (the “Allocation Principles”) and the following procedures. No later than sixty (60) days after the Closing Date, Purchaser shall deliver to Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 a proposed allocation of the Code Purchase Price (and other relevant amounts) as of the regulations thereunder Closing Date determined in a manner consistent with the Allocation Principles ("Applicable Law"the “Purchaser’s Allocation”). If Seller so determinesdisagrees with Purchaser’s Allocation, Seller may, within thirty (30) days after delivery of Purchaser’s Allocation, deliver a notice (the “Seller’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation of the Purchase Price (and other relevant amounts). If the Seller’s Allocation Notice is duly delivered, Seller and Purchaser shall, during the twenty (20) days immediately following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall within 20 Business Days thereafter propose any changes necessary to cause incorporate, reflect and be consistent with the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons thereforPrinciples. If Buyer Seller and Seller Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the Accountantsdecision of the Independent Accounting Firm shall incorporate, whose review will reflect and be limited to whether Buyer's Allocation of such disputed items regarding consistent with the Allocation was prepared in accordance with Applicable LawPrinciples. The Accountants shall be instructed All fees and expenses relating to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustmentwork, if any, to be referred to as performed by the "Final Allocation")Independent Accounting Firm shall be borne equally by Seller, on the one hand, and Purchaser, on the other hand. The fees and disbursements allocation of the Accountants attributable 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 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 shared equally by Buyer adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.13 or Section 7.9. Seller and Seller. Each of Buyer Purchaser agree (and Seller agrees agree to timely cause their respective Affiliates) to prepare and file Internal Revenue Service Form 8594, and all Federalrelevant federal, state, local and foreign Tax ReturnsReturns (including, without limitation, the Section 338(h)(10) Forms) in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each None 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 connection with Purchaser shall (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide cause its Affiliates not to) take any position inconsistent with the other Party with reasonable assistance Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the event extent otherwise required pursuant to a “determination” within the meaning of an examinationSection 1313(a) of the Code (or any similar provision of applicable state, audit local or other proceeding regarding the Final Allocationforeign Law).

Allocation of Purchase Price. For federal income Tax and applicable state and local Tax Purposes, Buyer shall deliver and Sellers hereby agree to Seller at Closing a preliminary allocation among treat (and to cause their respective Affiliates to treat) the Auctioned Assets purchase and sale of the Purchase Price and among such other consideration paid to Seller Equity Interests pursuant to this Agreement that is properly includible in Buyer's tax basis for accordance with Revenue Ruling 99-6 (Situation 2). No more than thirty (30) days after the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Determination Date, Buyer shall prepare and deliver to Seller Sellers a final written statement setting forth the allocation of the Purchase Price and purchase price (as determined for federal income tax purposes, taking into account any additional consideration described in the preceding clause, and the post-closing adjustment amounts payable pursuant to Section 3.02, 4.3 and any assumed liabilities that are required to be treated as part of the purchase price for federal income tax purposes) among the Auctioned Purchased Assets (the "Allocation"). The Allocation shall and any other assets that are considered to be consistent acquired for federal income tax purposes) in accordance with Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"the “Purchase Price Allocation”). If Seller so determines, Seller Buyer and Sellers shall within 20 Business Days thereafter propose any changes necessary endeavor in good faith to cause agree on the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons thereforPurchase Price Allocation. If Buyer and Seller are unable to resolve Sellers have not agreed on the Purchase Price Allocation within sixty (60) days following the Determination Date, then any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review matter(s) will be limited finally and conclusively resolved by an independent accounting firm of recognized national standing reasonably acceptable to whether Buyer's Allocation of such disputed items regarding Buyer and Sellers with no existing relationship with either party (the Allocation was prepared “Auditor”) in accordance with Applicable Law. The Accountants shall this Agreement, as promptly as practicable, and such resolution(s) will be instructed to deliver to Seller and Buyer a written determination of reflected on the proper allocation of such Purchase Price Allocation, provided that the resolution for each disputed items within 20 Business Days. Such item contained in the Auditor’s determination shall be conclusive made subject to the definitions and binding upon the parties hereto for all purposesprinciples set forth in this Agreement, and shall be consistent with either the position of Sellers or Buyer. Buyer and Sellers shall each use its reasonable best efforts to furnish 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 Auditor shall be borne equally by Buyer on the one hand and Sellers on the other hand. Buyer and Sellers shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Purchase Price Allocation, and shall not take any position inconsistent with the Purchase Price Allocation or agree to any proposed adjustment to the Purchase Price 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 so adjusted (by any other amounts paid under this Agreement following the Determination Date that affect the purchase price for federal income tax purposes; and provided, 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 Purchase Price Allocation, including or require Buyer or Sellers to litigate before any court any proposed deficiency or adjustment by any Governmental Entity challenging the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Purchase Price Allocation.

Allocation of Purchase Price. Buyer (a) CEOC and Growth Partners agree that the transactions contemplated by this Agreement shall deliver be treated for federal and applicable state and local income or franchise Tax purposes as an acquisition of (i) the Management Fee Stream, (ii) the Purchased Intellectual Property, (iii) a prepaid license with respect to Seller at Closing a preliminary allocation among the Auctioned Assets Customer Related Intangible Rights, (iv) the Managed Facility Guest Data, as described in the Property Management Agreement Term Sheet and pursuant to the terms of the Purchase Price Property Management Agreements, and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination v) all of the Adjustment Amountassets of each Purchased Entity and those Subsidiaries of the Purchased Entities classified as disregarded entities for U.S. federal income Tax purposes (clauses (i) through (v), Buyer collectively, the “Deemed Purchased Assets”). (b) No more than sixty (60) days after the Determination Date, Growth Partners shall prepare and deliver to Seller CEOC a final written statement setting forth the allocation of the Purchase Price and (as determined for federal income Tax purposes, taking into account any additional consideration described in the preceding clause, and the post-closing adjustment amounts payable pursuant to Section 3.02, 3.4 and any assumed Liabilities that are required to be treated as part of the Purchase Price for federal income Tax purposes) among the Auctioned Deemed Purchased Assets (the "Allocation"). The Allocation shall and any other assets that are considered to be consistent acquired for federal income Tax purposes) in accordance with Section 1060 of the Code and the Treasury Regulations thereunderthereunder (the “Purchase Price Allocation”). Seller hereby agrees The Caesars Parties shall deliver to accept Buyer's Growth Partners any documentation reasonably requested by Growth Partners in connection with the preparation of the Purchase Price Allocation. Growth Partners and CEOC shall endeavor in good faith to agree on the Purchase Price Allocation. If Growth Partners and CEOC have not agreed on the Purchase Price Allocation unless Seller determines that such Allocation was not prepared within ninety (90) days 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 Growth Partners and CEOC with no existing relationship with any of the Parties (the “Auditor”) in accordance with Section 1060 this Agreement, as promptly as practicable, and such resolution(s) will be reflected in the Purchase Price Allocation, provided that the resolution for each disputed item contained in the Auditor’s determination shall be made subject to the definitions and principles set forth in this Agreement, and shall be limited to a determination on whether the position of the Code CEOC or Growth Partners is more nearly consistent and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Lawthe terms of this Agreement. Within 10 Business Days following delivery of Growth Partners and CEOC shall each use its reasonable best efforts to furnish to the Auditor such proposed changes, Buyer work papers and other documents and information pertaining to each disputed item as the Auditor may request. CEOC and Growth Partners shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation bear their own expenses in the preparation and review of the reasons therefor. If Buyer Purchase Price Allocation, except that the fees and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections expenses of the Auditor shall be referred to paid one-half by Growth Partners and one-half by CEOC. Growth Partners and CEOC shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesPurchase Price Allocation, and shall not take any position inconsistent with the Purchase Price Allocation prior to a Final Determination; provided that the Purchase Price Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by any other amounts paid under this Agreement following the Determination Date that affect the Purchase Price for Federal Income federal income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationpurpose.

Allocation of Purchase Price. Buyer shall deliver Subject to Seller at any alternative arrangements the Parties may by mutual agreement adopt prior to the Closing, during the Pre-Closing a preliminary allocation among Period and after the Auctioned Assets 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 Purchase Price Brand, the Business and among such the other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for Purchased Assets, together with the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but assets purchased in any event within 10 Business Days following the final determination related transactions for purposes 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 Section 1060 of the Code Code, if any. Upon completion of such valuation, the Qualified Appraiser shall deliver to each of the Parties (a) a copy of their appraisal report (the “Appraisal Report”), and (b) a schedule allocating the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not Purchase Price (including any Assumed Liabilities treated as consideration for 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 Section 1060 of the Code and (the regulations thereunder ("Applicable Law"“Allocation Schedule”). If Seller so determines, Seller The Parties shall within 20 Business Days thereafter propose any changes necessary use commercially reasonable efforts to cause the Qualified Appraiser to deliver the Appraisal Report and the Allocation Schedule to the Parties within ninety (90) days after the Closing Date. The Allocation Schedule shall be prepared deemed final unless either Party notifies the other Party in accordance with Applicable Law. Within 10 Business Days following writing that such Party objects to one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to the Parties (the “Objection Period”). In the event of any such proposed changesobjection, Seller and Buyer shall provide negotiate in good faith to resolve such dispute; provided, however, that if Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If and Buyer and Seller are unable to resolve any disputed objections dispute with respect to the Allocation Schedule within 10 Business Days thereafterthirty (30) days of the end of the Objection Period (the “Allocation Negotiation Period”), such objections dispute shall be referred finally resolved by the Independent Accountant. The fees and expenses of the Qualified Appraiser and the Independent Accountant shall be borne equally by Seller and Buyer. Seller shall deliver to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was Buyer an IRS Form 8594 prepared in accordance with Applicable Law. The Accountants the 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 instructed subject to Buyer’s approval, not to be 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 a written determination of the proper allocation of agree to file such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 IRS Form 8594, as prepared by Seller and approved (or deemed to have been approved) by Buyer, and to file all Federalfederal, state, local and foreign and/or foreign, as applicable, Tax Returns, Returns in accordance with the Allocation Schedule, provided that nothing contained herein shall prevent Buyer or Seller 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 Final Allocation and to report Schedule. If any payment is treated as an adjustment of the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Purchase Price, the Allocation Schedule shall be adjusted in a manner consistent with the Final Allocationforegoing provisions of this Section 3.4. Each of If Seller or Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance is required to complete Form 8594file 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, or compute Taxes arising in connection 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 (or otherwise affected by) respect to the 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 the event of an examination, audit or other proceeding regarding the Final Allocationdisputed items.

Allocation of Purchase Price. Buyer Within 60 days after the Closing Date, Purchaser shall deliver to Seller at Closing Sellers a preliminary allocation among the Auctioned Assets of schedule allocating the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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, Assumed Obligations among the Auctioned Transferred Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the “Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"Schedule”). The fees Allocation Schedule shall include a breakdown by Governmental Authority and disbursements of the Accountants attributable shall in all other material respects contain sufficient detail to the Allocation shall be shared equally by Buyer enable Purchaser and Seller. Each of Buyer and Seller agrees Sellers to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and determine Taxes applicable to report the transactions contemplated by this Agreement Agreement. Sellers have 30 days from the date of receipt of the 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 Federal Income Tax the allocation set forth in the 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 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 all other tax purposes in a manner consistent parties. The parties agree not to take any position inconsistent with the Final AllocationAllocation Schedule for Tax reporting purposes. Each The fees and expenses 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 Arbitrating Accounting Firm in connection with (or otherwise affected by) the transactions contemplated hereunder. Each resolution of Buyer any dispute shall be paid equally by Purchaser and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationSellers.

Allocation of Purchase Price. Buyer (a) The Closing Purchase Price, as adjusted pursuant to any other provision of this Agreement, shall deliver to Seller at Closing a preliminary allocation be allocated as among the Auctioned Assets of Equity Interests, the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, Transferred IP and, as to the extent applicable, the Transferred Contract and the Ancillary Agreements. As soon as reasonably practicable following after the Closing (but in 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 Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesdate hereof, Buyer shall provide Seller with a statement draft of any objections to such proposed changesallocation (the “Draft Closing Purchase Price Allocation”), together with a reasonably detailed explanation of the reasons therefor. If and Buyer and Seller are unable shall cooperate in good faith to resolve any disputed objections within 10 Business Days thereafter, agree upon a final version of such objections allocation (the “Closing Purchase Price Allocation”) prior to the preparation of the China Equity Interests Transfer Agreement. The China Equity Interests Transfer Agreement shall be referred to prepared consistently with the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. Closing Purchase Price Allocation. (b) The Accountants Other Business Assets Price shall be instructed to deliver to allocated as among the Other Business Assets. Buyer shall provide Seller and Buyer with a written determination draft of the proper allocation of such disputed items within 20 the Other Business Days. Such determination shall be conclusive and binding upon Assets Price among the parties hereto Other Business Assets for all purposestax purposes (the “Draft Asset Allocation”), and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees shall cooperate in good faith to timely agree upon a final version of such allocation (the “Asset Allocation”). It is anticipated that a separate transfer agreement relating to the Other Business Assets shall be prepared consistently with the Asset Allocation for purposes of filing with applicable Governmental Authorities. (c) Buyer, Seller, the Asset Selling Entities and their Affiliates shall file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance reports and filings with such Final Allocation and respect to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent consistently with the Final Closing Purchase Price Allocation and the Asset Allocation. Each of The Closing Purchase Price Allocation and the Asset Allocation will be adjusted as agreed by Buyer and Seller agrees to promptly provide the other party with reflect any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationpayments treated as purchase price adjustments.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days Within 30 days following the final determination of the Adjustment Amount)Purchase Price pursuant to Section 1.5, Buyer shall prepare and deliver to Seller a final allocation schedule (the “Allocation Schedule”) allocating the Purchase Price (including any Liabilities of the Company and other items properly taken into account as part of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, for U.S. federal income tax purposes) among the Auctioned Assets (assets of the "Allocation")Company. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If Seller does not notify Buyer in writing within 20 days following Seller’s receipt of the Allocation Schedule that Seller objects to the Allocation Schedule, the Allocation Schedule shall be final and binding upon the parties to this Agreement. If within such 20 day period Seller so notifies Buyer (“Seller’s Objection Notice”), Seller and Xxxxx shall negotiate in good faith to resolve the disputed matters. Any matters not so resolved within 20 days following delivery of Seller’s Objection Notice shall be referred to the Neutral Accounting Firm for resolution (which resolution shall be consistent with Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements expenses of the Accountants attributable Neutral Accounting Firm shall be allocated between Buyer and Seller (as determined by the Neutral Accounting Firm) so that Seller’s share of such fees and expenses shall be equal to the Allocation product of (i) the aggregate amount of such fees and expenses, and (ii) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Seller in Seller’s Objection Notice (as determined by the Neutral Accounting Firm) and the denominator of which is the total amount in dispute submitted to arbitration. The balance of such fees and expenses shall be shared equally paid by Buyer and SellerBuyer. Each The Allocation Schedule (as revised to reflect the resolution of any disputed matters by mutual agreement of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594or by the Neutral Accounting Firm, as applicable) shall be final and binding upon Buyer, Seller and their respective Affiliates, and Buyer, Seller and their respective Affiliates shall (a) file all Federal, state, local and foreign Tax Returns, in accordance Returns consistent with such Final Allocation Schedule and to report (b) take no position inconsistent with such Allocation Schedule in any Tax audit, assessment or proceeding; provided, that (i) Buyer, Seller and their respective Affiliates may settle any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the transactions contemplated by this Agreement for Federal Income Tax Allocation Schedule, and all other tax purposes in a manner consistent with the Final Allocation. Each (ii) none of Buyer and Buyer, Seller agrees to promptly provide the other party with any additional information and reasonable assistance or their respective Affiliates shall be required to complete Form 8594, litigate before any court any proposed deficiency or compute Taxes adjustment by any Governmental Entity arising in connection with (or otherwise affected by) out of the 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 the event of an examination, audit or other proceeding regarding the Final AllocationAllocation Schedule.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), a) Buyer shall prepare (and deliver send to Seller Seller) a final proposed allocation of the Purchase Price and additional consideration described the Assumed Liabilities to the Sale Assets in accordance with the preceding clause, and guidelines set forth in Schedule 1.7 no later than forty-five (45) days after the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation")Determination Date. The Allocation parties acknowledge that such allocation shall be consistent with Section 1060 determined based on the fair market values of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared Sale Assets in accordance with Section 1060 of the Code and Code, or under Section 338 of the regulations thereunder ("Applicable Law"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 Seller so determinesDeloitte & 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 within 20 Business Days thereafter propose determine the relative fair market values with respect to any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changesdisputed items, together with a reasonably detailed explanation of any appropriate corresponding allocation, provided that such determination must reflect the reasons therefor. If minimum allocations set forth on Schedule 1.7, and Buyer and Seller are unable agree to resolve any disputed objections within 10 Business Days thereafter, such objections abide by Deloitte & Touche LLP's determination of fair market value. The parties shall be referred report (including with respect to the Accountantsfiling of Form 8594 with the Internal Revenue Service, whose review will be limited to whether Buyer's Allocation of the extent such disputed items regarding Form is applicable hereto) the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller sale and Buyer a written determination purchase of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto Sale Assets for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other income tax purposes in a manner consistent with such agreed allocations and shall not, in connection with the Final Allocationfiling of applicable Tax Returns, make any allocation of the Purchase Price and Assumed Liabilities which is contrary to such agreed allocations. Each The parties agree to consult with one another with respect to any tax audit, controversy, or litigation relating to such allocations. (b) Buyer shall use reasonable efforts to prepare a tentative allocation of the Purchase Price and deliver such allocation to Seller, prior to Closing, provided that such tentative allocation shall be limited to the appropriate portions of the Purchase Price that are to be allocated to the following entities: BFGoodrich F.C.C., Inc., BFGoodrich Chemical Belgie BVBA, and BFGoodrich Chemical Spain S.A. Buyer and Seller agrees agree that such tentative allocations may be revised without prejudice when included in the allocation prepared pursuant to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected bya) the transactions contemplated hereunder. Each of above. (c) Buyer and Seller agree for all relevant tax purposes, to the extent (i) the Purchase Price is properly allocable under the provisions of paragraph (a) to Sale Assets that are not directly owned by Seller but are instead owned by an Asset Subsidiary or a Stock Selling Subsidiary, and (ii) the appropriate portion of the Purchase Price is paid to Seller in lieu of such Asset Subsidiary or Stock Subsidiary, that in such event the allocable portion of the Purchase Price received by Seller shall timely notify be held by Seller as collection agent for, and for the other Party benefit of, the appropriate Asset Subsidiary or Stock Selling Subsidiary, and each that such Subsidiary shall timely provide be deemed to possess the other Party with reasonable assistance beneficial ownership of such allocable portion of the Purchase Price. Buyer and Seller agree that they shall cooperate in the event preparation and execution of an examination, audit any documentation determined to be necessary or other proceeding regarding desirable in effectuating the Final Allocationintent of this provision to the extent Buyer and Seller mutually determine that such documentation is appropriate.

Allocation of Purchase Price. Buyer No later than thirty (30) calendar days following the Closing Date, WCG shall deliver to Seller at Closing Purchaser a preliminary allocation among proposed schedule (the Auctioned Assets of “Purchase Price Allocation Schedule”) allocating the Purchase Price among the assets and among such any liabilities of the Acquired Companies and any other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's items entering into Purchaser’s tax basis for the Auctioned Assets for Federal income tax purposesassets of the Acquired Companies under Section 755 of the Code, andamong such assets of the Acquired Companies. The Purchase Price Allocation Schedule shall be subject to Purchaser’s review, as soon as practicable following comment, and prior consent, and Purchaser shall deliver its comments to WCG within fourteen (14) calendar days after its receipt of the Closing (but in proposed Purchase Price Allocation Schedule from WCG, and Seller Parties shall incorporate any event within 10 Business Days following reasonable comments of Purchaser into 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 Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law")Schedule. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 Purchaser and Seller Parties are unable to resolve any disputed objections within 10 Business Days thereafteragree on the final Purchase Price Allocation Schedule, such objections then the final Purchase Price Allocation Schedule shall be referred determined by a nationally-recognized accounting firm that is mutually agreeable to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Lawboth Purchaser and Seller Parties. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesPurchaser, and the Allocation shall be so adjusted (the AllocationXX XxxXx, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer PR HoldCo and Seller agrees to timely Parties shall report for Tax purposes and file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Returns in a manner consistent with the Final Allocation. Each 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 Buyer and Seller agrees to promptly provide items (for example, capitalized acquisition costs) not included in the other party with any additional information and reasonable assistance required to complete Form 8594amount so allocated, or compute Taxes arising in connection with (or otherwise affected byii) the transactions contemplated hereunderamount 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 (iii) that neither Seller Parties or any of their Affiliates nor Purchaser or any of its Affiliates will be obligated to litigate any challenge to such allocation of the Purchase Price by a Governmental Authority. Each Any adjustments to the Purchase Price pursuant to this Agreement shall be allocated among the assets of Buyer and Seller shall timely notify Acquired Entities for purposes of the other Party and each shall timely provide the other Party Purchase Price Allocation Schedule in accordance with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationthis Section 9.02.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among (a) The parties agree that the Auctioned Assets purchase of the Purchase Price and among such other consideration paid to Seller pursuant to assets under this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare intended to be 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 treated for federal income Tax purposes as an “applicable asset acquisition” within the meaning of Section 1060 of the Code and the Treasury Regulations thereunderCode. Seller hereby agrees The parties agree to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared allocate, in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code and Code, the regulations thereunder aggregate consideration paid by Buyer ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation consisting of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafterpurchase price, such objections shall be referred to as adjusted, the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 8594Assumed Liabilities, and all Federal, state, local and foreign other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax Returns, in accordance with such Final Allocation and to report purposes (the transactions contemplated by this Agreement for Federal Income “Total Tax and all other tax purposes Consideration”)) among the Purchased Assets. Such allocation shall be made in a manner consistent with the Final Allocationfair market values of the Purchased Assets as are agreed between the parties. Each Seller and Buyer shall work in good faith to complete an allocation schedule (the “Allocation Schedule”) within sixty (60) days of the Closing, which shall set forth the fair market values of the Purchased Assets that the parties agree to use in making such allocation. Buyer shall deliver to the Seller a statement containing Buyer’s proposed allocation of the Total Tax Consideration among the Purchased Assets (the “Allocation Statement”) and a draft IRS Form 8594 as proposed to be included by Buyer with its Tax Return for the taxable year of the Closing. Within thirty (30) days after receipt of the Allocation Statement, Seller shall review and comment on the Allocation Statement, and provide to Buyer a draft IRS Form 8594 proposed to be included by Seller in its Tax Return for the taxable year of the Closing. The parties agree that: (i) a proposed allocation will be determined by each party after good faith negotiations between the parties; (ii) they shall cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to such allocation, provided, that if the parties do not agree upon an allocation, then each party will use its respective allocation; and (iii) they shall promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to such allocation. (b) In the event that the parties have mutually agreed upon an Allocation Schedule, then Buyer and Seller agrees agree to promptly provide (i) be bound by the Allocation Schedule and Allocation Statement, (ii) act in a manner consistent with the Allocation Schedule and Allocation Statement as finally agreed between the parties in filing of all state and United States federal income tax returns (including, without limitation, filing their Forms 8594 with their United States federal income Tax Returns for the taxable year that includes the Closing Date), (iii) amend such Allocation Statement and Forms 8594 as required to reflect any adjustments to the Total Tax Consideration, including without limitation by reason of adjustments to the purchase price and (iv) in the course of any Tax audit, Tax review or Tax litigation relating thereto, to take no position and cause their Affiliates to take no position inconsistent with the Allocation Schedule, the Allocation Statement or the Forms 8594 for any Tax purpose, without the written consent of the other party with any additional information and reasonable assistance or unless specifically required pursuant to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of a determination by an examination, audit or other proceeding regarding the Final Allocationapplicable Tax Authority.

Allocation of Purchase Price. (a) No later than forty-five (45) days following the Closing Date, Buyer shall deliver to Seller at Closing a preliminary Sellers allocation among the Auctioned Assets of schedule(s) allocating the Purchase Price and among such other consideration paid to Seller (as may be adjusted pursuant to the terms of this Agreement that is properly includible in Buyer's tax basis for Agreement) among the Auctioned Acquired Assets for Federal income tax purposesof each Seller, and, including the Assumed Liabilities to the extent such Liabilities are required to be treated as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination part 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 Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared purchase price for Tax purposes in accordance with Section 1060 of the Code and (the regulations thereunder ("Applicable Law"“Allocation Schedule”). Such Allocation Schedule shall become final, binding and conclusive upon Sellers and Buyer on the forty-fifth (45th) day following Sellers’ receipt of such statement, 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 reasonably detailed supporting documentation. If Seller so determinesSellers deliver such a dispute notice, Seller then Buyer and Sellers shall reasonably cooperate in good faith to agree upon the appropriate allocation under Section 1060 of the Code during the ten-day period beginning on the date Buyer receives such dispute notice. If such an agreement cannot be reached during such ten-day period, then, within 20 Business Days thereafter propose any changes necessary 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 Sellers, or, if they are unable to agree, selected by the Bankruptcy Court. Buyer and Sellers shall use their commercially reasonable efforts to cause such firm to issue its written determination regarding the appropriate allocation under Section 1060 as applicable to the terms of this Agreement within fifteen (15) days after such dispute is submitted. Each Party shall use commercially reasonable efforts to 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 to Schedule shall be prepared revised in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation Section 1060 of the reasons thereforCode to appropriately take into account any additional payments made under this Agreement following the foregoing determination. (b) In administering any Proceeding, the Bankruptcy Court shall not be required to apply the Allocation Schedule(s) in determining the manner in which the Purchase Price should be allocated as between any of the Sellers and their respective estates. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review Sellers will be limited to whether Buyer's Allocation of such disputed items regarding each file all Tax Returns (including IRS Forms 8594) consistent with the Allocation was prepared Schedule(s) established in accordance with Applicable Lawthis Section 3.5. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of Sellers, on the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesone hand, and Buyer, on the Allocation shall be so adjusted (the Allocationother hand, including the adjustment, if any, each agree to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party promptly with any additional other information and reasonable assistance required to complete Form IRS Forms 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Neither Buyer and nor any Seller shall timely notify take any Tax position inconsistent with such Allocation Schedule, and neither Buyer nor any Seller shall agree to any proposed adjustment based upon or arising out of Allocation Schedule by any Governmental Authority without first giving the other Party prior written notice; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Schedule, and each neither Buyer nor any Seller shall timely provide the other Party with reasonable assistance in the event be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of an examination, audit or other proceeding regarding the Final Allocationsuch Allocation Schedule.

Allocation of Purchase Price. Buyer (a) At least ten (10) Business Days prior to the anticipated Closing Date, Purchaser shall provide Seller an allocation of the amounts required to be paid by Purchaser pursuant to Section 2.9(a) among the Seller and each Subsidiary transferring assets hereunder (the “Closing Payment Allocation Schedule”). In the event the Seller notifies Purchaser that it disagrees with the Closing Payment Allocation Schedule delivered by Purchaser within three (3) days of delivery of the Closing Payment Allocation Schedule by Purchaser, Purchaser and the Seller shall negotiate in good faith to resolve such disputed items as promptly as practicable; provided that, if the Seller does not deliver a notice of disagreement to Purchaser within three (3) days of delivery of the Closing Payment Allocation Schedule by Purchaser, the Closing Payment Allocation Schedule delivered by Purchaser shall be final. If Purchaser and the Seller are unable to reach agreement with respect to the Closing Payment Allocation Schedule within three (3) days after the delivery of the Closing Payment Allocation Schedule by Purchaser to the Seller, the parties shall submit the dispute to the Bankruptcy Court for final resolution. Within 90 days following the Closing, Purchaser shall deliver to the Seller at Closing a preliminary allocation schedule allocating the Purchase Price, the Assumed Liabilities, and all other amounts treated as consideration for U.S. federal income tax purposes (collectively, the “Tax Consideration”) among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 Transferred Assets (the "Allocation"“Allocation Schedule”). The Allocation Schedule shall be consistent with Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determinesreasonable, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law(and to the extent necessary to comply with) Section 1060 of the IRC Code and the applicable regulations promulgated thereunder and shall be consistent with the Closing Payment Allocation Schedule. Within 10 Business Days following In the event the Seller notifies Purchaser that it disagrees with the Allocation Schedule delivered by Purchaser within fifteen (15) days of delivery of the Allocation Schedule by Purchaser, Purchaser and the Seller shall negotiate in good faith to resolve such proposed changesdisputed items as promptly as practicable; provided that, Buyer shall provide if the Seller with does not deliver a statement notice of any objections disagreement to such proposed changes, together with a reasonably detailed explanation Purchaser within fifteen (15) days of delivery of the reasons thereforAllocation Schedule by Purchaser, the Allocation Schedule delivered by Purchaser shall be final. If Buyer Purchaser and the Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred reach agreement with respect to the Accountants, whose review will be limited to whether Buyer's Allocation Schedule within 30 days after the delivery of such disputed items regarding the Allocation was prepared in accordance with Applicable LawSchedule by Purchaser to the Seller, the parties shall submit the dispute to the Bankruptcy Court for final resolution. The Accountants shall be instructed to deliver to Seller and Buyer a written the Purchaser shall submit the relevant information, books and records, as applicable, and all other data necessary for, or requested by, the Bankruptcy Court to make its determination. The determination of the proper allocation Bankruptcy Court solely in respect of such the specifically disputed items within 20 Business Days. Such determination shall be conclusive final and binding upon the parties hereto for all purposesparties, and the Allocation Schedule shall be so revised solely to reflect such determinations, and thereafter such revised Allocation Schedule shall be deemed agreed to by the parties. The parties shall be bound by the agreed (or deemed agreed) Allocation Schedule (as adjusted pursuant to the prior sentence), and the parties shall, and shall cause their respective Affiliates to, report, act and file all Tax Returns in all respects and for all purposes consistent with such allocation. (b) Purchaser and the Allocation, including the adjustment, if any, Seller shall (i) timely file all Tax Returns required to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to filed in connection with the Allocation shall be shared equally by Buyer Schedule, (ii) prepare and Seller. Each of Buyer file all Tax Returns and Seller agrees to timely file Internal Revenue Service Form 8594, and determine all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Taxes in a manner consistent with the Final AllocationAllocation Schedule, and (iii) not, and shall not allow their respective Affiliates to, take any actions inconsistent with the Allocation Schedule, except in each case as may be required by a change in applicable Law or pursuant to the good faith resolution of a tax dispute and except as may be necessary to reflect adjustments to the Allocation Schedule resulting from post-Closing payments or events as mutually agreed between Purchaser and Seller. Each of Buyer Purchaser, on the one hand, and Seller agrees to promptly provide the Seller, on the other party with any additional information and reasonable assistance required to complete Form 8594hand, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationif it receives notice that any Governmental Authority proposes any allocation different from Allocation Schedule.

Allocation of Purchase Price. Buyer No more than ninety (90) days after the Cut-Off Date, Purchaser shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final an allocation of the Unadjusted Purchase Price and additional consideration described in Price, as adjusted by the preceding clauseFinal Adjustment Amount, and the post-closing adjustment pursuant to Section 3.02, any other items properly treated as consideration for U.S. federal income Tax purposes among the Auctioned Assets (assets of the "Allocation"). The Allocation shall be consistent Company in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations thereunderpromulgated thereunder (the “Asset Allocation Statement”). 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 C unless otherwise required by applicable U.S. federal income tax Law. Seller hereby agrees shall propose to accept Buyer's Purchaser any changes to the Asset Allocation unless Statement in writing within sixty (60) days after the date of delivery by Purchaser. Purchaser and Seller determines that shall work in good faith to resolve any disputes relating to the Asset Allocation Statement as promptly as practicable. If the Parties are unable to resolve any disputed item in the Asset Allocation Statement within thirty (30) days following Purchaser’s receipt of Seller’s proposed changes, the Parties shall submit any such remaining disputed items to the Accounting Expert to be resolved promptly in accordance with the procedures set forth in Section 7.5. The resolution of the 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, and the Asset Allocation was not prepared Statement shall be updated to reflect such resolution. Purchaser shall use commercially reasonable efforts to update the Asset Allocation Statement in accordance with Section 1060 of the Code and following any adjustment to the regulations thereunder ("Applicable Law"). If Seller so determinesUnadjusted Purchase Price, Seller shall within 20 Business Days thereafter propose Final Adjustment Amount, or any changes necessary other amount properly treated as consideration for U.S. federal income Tax purposes pursuant to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesthis Agreement, 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesPurchaser shall, and the Allocation shall be so adjusted (the Allocationcause their Affiliates to, report consistently with such allocation, as adjusted, on all Tax Returns, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 85948594 (Asset Acquisition Statement under Section 1060), and all Federal, state, local and foreign neither Seller nor Purchaser shall take any position on any Tax Returns, in accordance Return that is inconsistent with such Final Allocation allocation, as adjusted, unless otherwise required by applicable Laws; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to report the transactions contemplated by this Agreement for Federal Income negotiate, compromise and/or settle any Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594audit, claim or compute Taxes arising similar proceedings in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationsuch allocation.

Allocation of Purchase Price. The Seller and Buyer shall deliver will cooperate in good faith and use commercially reasonable efforts to Seller at Closing a preliminary allocation among agree, on or before the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable 90th day following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Closing, Buyer shall prepare and deliver to Seller a final upon an allocation of the Purchase Price and additional (including the amount of any Assumed Liabilities recognized as part of the consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02for Tax purposes), among each class of the Auctioned Assets (Purchased Assets, in compliance with the "Allocation"). The Allocation shall be consistent with principles of Code Section 1060 of the Code and the applicable Treasury Regulations thereunder. Buyer shall initially propose an allocation and present such proposed allocation to 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 ("Applicable Law")for review. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of agree to such allocation, the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive Seller and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees agree to timely and properly prepare, execute and file with the Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, any applicable forms regarding the allocation of the Purchase Price in accordance with such Final Allocation agreed 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 report reflect transaction costs that reduce the transactions contemplated by this Agreement amount realized for Federal Income federal income Tax and all other tax purposes 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 a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594audit or examination by, or compute Taxes arising any judicial proceeding before, any Taxing Authority that is in connection any way inconsistent with such agreed allocation. If the Seller and Buyer are unable to agree on an allocation of the Purchase Price within ninety (or otherwise affected by90) days following the transactions contemplated hereunder. Each of Closing, the Seller and Buyer and Seller shall timely notify may file their respective Tax Returns allocating the other Party and each shall timely provide the other Party with reasonable assistance Purchase Price in the event manner each such Party believes appropriate, provided such allocation is reasonable and in accordance with applicable Law. The Parties will promptly inform one another of an examinationany challenge by any Taxing authority to any allocation made pursuant to this Section 2.08 and agree to consult and keep one another reasonably informed with respect to the status of, audit and any discussion, proposal or other proceeding regarding the Final Allocationsubmission with respect to, such challenge.

Allocation of Purchase Price. Buyer On or before a date that is five (5) Business Days after the date hereof, Purchaser shall deliver to Seller at Closing Sellers a preliminary proposed allocation of the unadjusted Purchase Price among the Auctioned Assets Assets. Thereafter, prior to the Closing, the Parties shall reasonably cooperate to agree upon the final schedule setting forth such allocation (as finalized, the “Allocation Schedule”). The “Allocated Value” for any Asset equals the portion of the unadjusted Purchase Price allocated to such Asset on the Allocation Schedule, as adjusted in the manner contemplated in Section 12.2. Any adjustments to the Purchase Price allocable to the Assets other than the adjustments provided for in Sections 5.5, 5.6 and among 5.7 shall be applied on a pro-rata basis to the amounts set forth on the Allocation Schedule for all Assets. After all such other consideration paid adjustments are made, any adjustments to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 pursuant to Sections 5.5, 5.6 and additional consideration described 5.7 shall be applied to the amounts set forth in the preceding clauseAllocation Schedule for the particular affected Assets. The Parties have accepted such Allocated Values (as adjusted in the manner contemplated above in this Section 3.2) for purposes of this Agreement and the transactions contemplated hereby, but otherwise make no representation or warranty as to the accuracy of such values. Sellers and Purchaser agree (a) that the Allocated Values shall be used by the Sellers and Purchaser as the basis for reporting asset values and other items for purposes of all federal, state, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocationlocal Tax Returns, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 without limitation Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent (b) that neither they nor their Affiliates will take positions inconsistent with the Final Allocation. Each of Buyer and Seller agrees Allocated Values in notices to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, government authorities or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding proceedings with respect to Taxes. Sellers and Purchaser further agree that the Final Allocationportion of Allocated Values included in the Allocation Schedule attributable to tangible personal property shall equal the fair value of such property on the Closing Date.

Allocation of Purchase Price. Buyer (a) Purchaser acknowledges that each of the Corporations is classified as an entity disregarded from its owner for United States federal tax purposes under Treasury Regulation Section 301.7701-3, and Purchaser shall deliver not take any action or permit its Affiliates, officers, directors, employees or agents, or those of the Corporations, to take any action inconsistent with that treatment for any period prior to the day following the Closing Date. Within 90 days after the Closing, Purchaser will provide to Seller at Closing a preliminary proposed allocation among of purchase price (which purchase price, for this purpose, will include all assumed liabilities) (the Auctioned Assets "Asset Acquisition Statement"). Within 15 days after the receipt of such Asset Acquisition Statement, Seller will propose to Purchaser in writing any changes to such Asset Acquisition Statement (and in the event no such changes are proposed in writing to Purchaser within such time period, the Seller will be deemed to have agreed to, and accepted, the Asset Acquisition Statement). Purchaser and Seller will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within 15 days after the Purchaser's receipt of written notice of changes from Seller. (b) Subject to the provisions of the Purchase Price and among such other consideration paid following sentence of this paragraph (b), the purchase price (together with any assumed liabilities) will be allocated in accordance with the Asset Acquisition Statement provided by Purchaser to Seller pursuant to this Agreement that is properly includible in Buyer's paragraph (a) above and Purchaser and Seller shall, subject to the requirements of any applicable tax basis for law or election, file all Tax Returns and reports consistent with the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 provided in the preceding clauseAsset Acquisition Statement, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that if such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law")statement is agreed upon. If Seller so determineswithholds its consent to the allocation reflected in the Asset Acquisitions Statement, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 Purchaser and Seller are unable have acted in good faith to resolve any disputed objections within 10 Business Days thereafterdifferences with respect to items on the Asset Acquisition Statement and thereafter are unable resolve any differences that, such objections shall be referred in the aggregate, are material in relation to the Accountantspurchase price, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to then Seller and Buyer a written determination of Purchaser shall not be bound by the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationAsset Acquisition Statement.

Allocation of Purchase Price. Buyer (a) The purchase price for U.S. federal income tax purposes shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Assets parcels of the Purchase Price and among such other consideration paid Owned Real Property purchased by the Buyers as set forth on Schedule 2 attached hereto (and, with respect to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis the purchase price allocations for the Auctioned Assets Unallocated Parcels set forth on Schedule 2, as such schedule is updated in accordance with Section 1.7(c) below) in accordance with Law, including applicable Treasury Regulations. The purchase price for Federal U.S. federal income tax purposes, purposes for the Owned Real Property of each individual Seller set forth on Schedule 2 (and, with respect to the purchase price allocations for the Unallocated Parcels set forth on Schedule 2, as soon such schedule is updated in accordance with Section 1.7(c) below) shall be referred to herein as practicable following the Closing “Individual Purchase Price” for the Owned Real Property of such individual Seller. (but b) No portion of the purchase price for U.S. federal income tax purposes shall be allocated to any of the MPT Real Property, the Acquired Assets or Excluded Assets, in any event within 10 Business Days following the each case except upon a contrary final determination of an applicable Taxing authority. (c) Notwithstanding anything to the Adjustment Amount)contrary in this Agreement, Buyer the IASIS Parties shall, following the Effective Date, in reasonable consultation with the MPT Parties, allocate the amount set forth under the heading “Unallocated Purchase Price” for the Unallocated Parcels set forth on Schedule 2 among the Sellers that own such Unallocated Parcels based on a reasonable, good faith allocation method determined by the IASIS Parties, which reasonable allocation method may include, but shall prepare and deliver not be limited to, taking into account factors such as the book value, tax basis or real property tax assessment basis of such Owned Real Property, third party appraisals, or other reasonable methodology determined by the IASIS Parties. Once such allocations are made, the Parties shall update Schedule 2 to Seller a final allocation reflect the Individual Purchase Prices for each of the Purchase Price Unallocated Parcels and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets such updated Schedule 2 shall thereafter apply for all purposes of this Agreement. (the "Allocation"). d) The Allocation foregoing allocations shall be binding on the Parties for all purposes. Each party agrees to report to all appropriate Governmental Bodies any attendant gain or other Tax item consistent with such allocation. Without limiting the generality of the foregoing, such allocations shall be binding on the Parties for purposes of Section 1060 of the Code and for all federal, state and local income tax and accounting purposes. The Parties agree to use, and to not take any position which is inconsistent with, such allocation in the Treasury Regulations 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 preparation and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement filing of any objections tax return, report, or information return or statement related to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted Taxes (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returnsaccounting or regulatory requirements, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party any communication with any additional information and reasonable assistance required to complete Form 8594Tax authority, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and any tax proceeding, in each shall timely provide the other Party with reasonable assistance in the event case except upon a contrary final determination of an examination, audit or other proceeding regarding the Final Allocationapplicable Taxing authority.

Allocation of Purchase Price. (a) At least thirty (30) days prior to the Closing, the Seller shall provide to the Buyer shall deliver to Seller at Closing a preliminary an allocation among the Auctioned Assets of the Purchase Price as estimated by the Seller among the Acquired Assets and among the non-competition and non-solicitation provisions in Section 6.1 (such other consideration paid allocation, the “Preliminary Purchase Price Allocation”). The Preliminary Purchase Price Allocation shall be used to Seller make all necessary preliminary determinations for Transfer Tax purposes pursuant to this Agreement that is properly includible in Section 6.4(a). The Buyer shall have twenty (20) days after the Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination ’s receipt of the Seller’s proposed schedule setting forth the Preliminary Purchase Price Allocation in which to deliver comments to the Seller in respect of the Preliminary Purchase Price Allocation. The Buyer and the Seller agree to use commercially reasonable efforts to resolve in good faith any differences with respect to the Preliminary Purchase Price Allocation. (b) Not later than forty-five (45) days after the Adjustment Amount)Amount has been finally determined pursuant to Section 2.8, the Buyer shall prepare and deliver to the Seller a final allocation of proposed schedule allocating the Purchase Price and additional consideration described in among the preceding clause, Acquired Assets and the postnon-closing adjustment pursuant to competition and non-solicitation provisions in Section 3.026.1, among the Auctioned Assets (the "Allocation"). The Allocation which allocation shall be consistent made in accordance with Section 1060 of the Code and the Treasury Regulations thereunderpromulgated thereunder (the “Post-Closing Purchase Price Allocation”). Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 For purposes of preparing the Post-Closing Purchase Price Allocation, the Purchase Price will be calculated as the sum of the Code Cash Purchase Price and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation fair market value of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination Shares determined as of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationClosing Date.

Allocation of Purchase Price. The Companies and Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of allocate the Purchase Price among the Acquired Assets and among such other consideration paid the Assumed Liabilities in accordance with an allocation schedule substantially in the 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 Seller reflect any adjustments to the Purchase Price made pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as Section 3.4. As soon as may be practicable following after the Closing (but and prior to filing any tax return which includes information related to the transaction contemplated in any event within 10 Business Days following this Agreement, the final determination of Companies and Buyer employing the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price made pursuant to this Section 3.4 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 additional consideration described 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 preceding clauseCompanies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the post-closing Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment pursuant to Section 3.02, among by any taxing authority or agency which challenges such allocation of the Auctioned Assets (the "Allocation")Purchase Price. The Allocation Companies and Buyer shall be consistent with Section 1060 give prompt notice to the other of the Code and commencement of any tax audit or the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such Allocation was not prepared in accordance with Section 1060 allocation of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationPurchase Price.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets The sum of the Purchase Price and among such the Assumed Obligations (plus any other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis liabilities treated as assumed for the Auctioned Assets for Federal U.S. federal income tax purposes, and, as soon as practicable following the Closing (but in 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, ) will be allocated among the Auctioned Purchased Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section the principles of section 1060 of the Code and the regulations thereunder ("Applicable and any corresponding provision of state, local or foreign Tax Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary as appropriate) pursuant to cause the an allocation schedule (each an “Allocation Schedule”) to be prepared in accordance with Applicable Lawby Buyer. Within 10 Business Days following delivery Buyer shall deliver to Seller an initial Allocation Schedule within one hundred twenty (120) days of such proposed changesthe Effective Date. If any indemnification payment is made pursuant to Article IX or any other adjustment to the Purchase Price occurs, Buyer shall provide Seller with a statement of promptly revise any objections affected Allocation Schedules to take into account such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes payment or adjustment in a manner consistent with the Final Allocationprinciples of section 1060 of the Code and the regulations thereunder (and any corresponding provision of state, local or foreign Tax Law, as appropriate). Each Buyer shall provide the Allocation Schedule (and any revision to the Allocation Schedule necessitated by an adjustment of the Purchase Price) to Seller for Seller’s review and comment. Seller shall provide any comments to Buyer within forty-five (45) days of receiving the Allocation Schedule (or any revision to the Allocation Schedule). Buyer shall consider Seller’s comments in good faith. If Buyer objects to Seller’s comments, Buyer and Seller agrees shall use commercially reasonable efforts to promptly settle the dispute with respect to such comments promptly. If Buyer and Seller have not resolved such dispute within thirty (30) days of Buyer’s receipt 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 Tax Dispute Referee shall be final and binding on the Parties. Upon final resolution of disputed items, the Allocation Schedule shall be adjusted to reflect such resolution. The costs, fees and expenses of the Tax Dispute Referee incurred in connection with a dispute relating to the Allocation Schedule shall be borne equally by Seller and Buyer. Buyer and Seller hereby covenant and agree to (i) be bound by the Allocation Schedules for all income Tax purposes, (ii) prepare and file all Tax Returns on a basis consistent with each such Allocation Schedule and (iii) not take any position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any 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 other party promptly with any additional other information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) 8594 under the 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 the event of an examination, audit or other proceeding regarding the Final AllocationCode.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following Within ninety (90) days after the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Date, Buyer shall prepare and deliver provide to Seller a final an allocation of the Final Purchase Price (including an allocation of the Buyer Stock Consideration and additional consideration described in the preceding clause, Final Cash Purchase Price) and the post-closing adjustment pursuant Assumed Liabilities, to Section 3.02the extent relevant, together with any other amounts properly treated as consideration for U.S. federal income tax purposes (including adjustments to the Final Purchase Price or the Assumed Liabilities for purposes of this Agreement) among the Auctioned Acquired FH Assets (and the "Allocation"). The Allocation shall be consistent FH Shares and, to the extent relevant, the assets of the Transferred FH Companies, in accordance with Section Sections 338(b)(5) and 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with thereunder and Section 1060 2.4 of the Code and Seller’s Disclosure Letter (the regulations thereunder ("Applicable Law"“Purchase Price Allocation”). If Seller so determinesPrior to and after the Closing Date, Seller shall within 20 Business Days thereafter propose cooperate as reasonably requested by Buyer, including providing any changes necessary information reasonably requested by Buyer that is reasonably available to cause Seller, to enable Buyer and its accountants to prepare timely the Purchase Price Allocation. Seller shall be permitted to review the Purchase Price Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, delivered by Buyer and shall provide Seller with a statement any comments thereon to Buyer within fifteen (15) days of any objections to such proposed changes, together with a reasonably detailed explanation Seller’s receipt of the reasons thereforPurchase Price Allocation. Buyer and Seller shall use good faith efforts to resolve any dispute regarding preparation of the Purchase Price Allocation. If Buyer and Seller are unable to cannot resolve any disputed objections such dispute within 10 Business Days thereafterfifteen (15) days of Buyer’s receipt of Seller’s comments, such objections dispute shall be referred taken to the Independent Accountants. The costs of the Independent Accountants shall be borne by the party that loses the dispute. The Purchase Price Allocation as finally agreed between Seller and Buyer or as finally determined by the Independent Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding as the Allocation was prepared case may be, in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination Section 2.4 of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be Seller’s Disclosure Letter is referred to as the "“Final Purchase Price Allocation"). The fees .” Seller and disbursements of the Accountants attributable to the Allocation Buyer shall be shared equally bound by Buyer the Final Purchase Price Allocation for all Tax purposes, shall prepare and Seller. Each of Buyer file all Tax Returns (including Form 8883 and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in any supplements thereto) on a manner basis consistent with the Final AllocationPurchase Price Allocation and shall not take any position inconsistent with the Final Purchase Price Allocation on any Tax Return or in any proceeding before any Tax Authority, in each case except as otherwise required by applicable Law. Each of Notwithstanding anything herein to the contrary, Buyer and Seller agrees to promptly provide agree that for purposes of the other party with any additional information Purchase Price Allocation and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Purchase Price Allocation, no amount of the Buyer Stock Consideration shall be allocated to any FH Share Seller or FH Asset Seller that is not (a) a member of Seller’s U.S. consolidated group or (b) an entity disregarded as separate from a member of Seller’s U.S. consolidated group, in each case as determined for U.S. federal income tax purposes.

Allocation of Purchase Price. Buyer The Parties shall deliver cooperate to Seller at Closing a preliminary allocation among the Auctioned Assets determine (in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for Code) the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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, Assumed Liabilities (plus any other relevant items) among the Auctioned Transferred Assets (the "“Allocation"”). The Allocation Within sixty (60) days following the Closing Date, Purchaser shall be consistent with Section 1060 deliver to Seller a proposed allocation of the Code and consideration paid by Purchaser among the Treasury Regulations thereunderTransferred Assets, including details of the fair market values assigned to the Transferred Assets (together, the “Purchaser’s Allocation”). Seller hereby agrees shall deliver written notice to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 Purchaser within thirty (30) days after Seller’s receipt of the Code and Purchaser’s Allocation either accepting or objecting to the regulations thereunder ("Applicable Law")Purchaser’s Allocation. If Seller so determinesobjects to the Purchaser’s Allocation, Purchaser and Seller shall within 20 Business Days thereafter propose any changes necessary attempt to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons thereforresolve their differences by good faith negotiation. If Buyer Purchaser and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred agree to the AccountantsAllocation within thirty (30) days after the delivery of Seller’s objection to the Purchaser’s Allocation, whose review will 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 limited the regular accounting firm of Purchaser or Seller (the “Allocation Resolution Firm”) to whether Buyer's Allocation of such disputed items regarding resolve the Allocation was prepared outstanding disagreement in accordance with Applicable Lawthe 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 Accountants Allocation Resolution Firm shall be instructed use its best efforts to deliver to Seller reach a determination as promptly as possible and Buyer a written determination in no event later than twenty (20) days after submission of the proper allocation of such matter to the Allocation Resolution Firm. Only disputed items within 20 Business Days. Such determination shall be conclusive and binding upon item(s) relating to the parties hereto for all purposes, and the Purchaser’s Allocation shall be so adjusted (submitted to the AllocationAllocation Resolution Firm for review. In resolving any disputed item, including the adjustmentAllocation 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, if anyin each case as presented to the Allocation Resolution Firm. All determinations of the Allocation Resolution Firm relating to the disputed items, to absent fraud, shall be referred to as the "Final Allocation")final and binding on Purchaser and Seller. The fees and disbursements expenses of the Accountants attributable Allocation Resolution Firm shall be borne one-half (1/2) by Purchaser and one-half (1/2) by Seller. Following the agreement of Purchaser and Seller to the Allocation or the resolution of all its pending disagreements with respect thereto, as applicable, the Parties shall 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 shared equally by Buyer and Sellerused 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 any similar allocation required under state, local, or foreign law (collectively, “Forms 8594”), and shall provide to the other Party for review and comment a draft of Buyer and each Form 8594 so prepared not less than thirty (30) days before filing such Form 8594 with the relevant Governmental Entity. Neither Purchaser nor Seller agrees shall take (or permit any of their respective Affiliates to timely file Internal Revenue Service Form take) any position that is inconsistent with the 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 Governmental Entity, the fair market values of the Transferred Assets are finally determined to be different from the values used in determining the allocation shown on the Forms 8594, and all Federalas adjusted, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in Parties may (but shall not be obligated to) take a manner position or action consistent with the Final 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 fair market values as finally determined in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationsuch audit.

Allocation of Purchase Price. Buyer and Seller shall deliver attempt in good faith to Seller at Closing a preliminary agree as to the allocation among the Auctioned Assets of the Purchase Price, as finally determined, the liabilities of E-conolight as of the Closing and all other relevant items treated for U.S. federal income tax purposes as consideration for the Allocation Assets (collectively, the “Allocable Consideration”) among the Acquired Assets, the assets of E-conolight as of the Closing and the Purchased Interests of Cree Europe and Cree Canada (such assets, the “Allocation Assets”) in accordance with the principles of Section 1060 of the Code. At the Closing, Seller shall provide to Buyer an allocation of the Allocable Consideration (as estimated by Seller) among the Allocation Assets (such allocation, the “Preliminary Purchase Price and among such other consideration paid Allocation”). The Preliminary Purchase Price Allocation shall be used to Seller make the necessary preliminary determinations for Transfer Tax purposes pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as Section 8.2(a). As soon as practicable following after the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Final Cash Payment has been finally determined pursuant to Section 1.8, Buyer Seller shall prepare and deliver to Seller a final Buyer an allocation of the Allocable Consideration (as calculated based on the Final Cash Payment) among the Allocation Assets (the “Final Purchase Price Allocation”). Buyer shall have thirty (30) days after delivery of the Final Purchase Price Allocation by Seller to notify Seller in writing of any disputes with the Final Purchase Price Allocation (any such notice, a “Purchase Price Allocation Dispute Notice”; such thirty-day period, the “Purchase Price Allocation Dispute Period”). If Buyer fails to deliver a Purchase Price Allocation Dispute Notice within the Purchase Price Allocation Dispute Period, Buyer and additional consideration described Seller shall prepare and file all Tax Returns in a manner consistent with the preceding clauseFinal Purchase Price Allocation, and shall make the post-closing adjustment necessary final determinations for Transfer Tax purposes pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared 8.2(a) in accordance with Section 1060 the Final Purchase Price Allocation, and shall not take any position inconsistent with the Final Purchase Price Allocation or agree to any proposed adjustment thereto by any taxing authority without first giving the other party prior written notice of the Code and the regulations thereunder ("Applicable Law")such proposed adjustment. If Seller so determinesBuyer delivers a Purchase Price Allocation Dispute Notice within the Purchase Price Allocation Dispute Period, Seller and Buyer shall use reasonable efforts to resolve in good faith all disputes set forth in such Purchase Price Allocation Dispute Notice. If, within 20 Business Days thereafter propose any changes thirty (30) days after delivery by Buyer of a Purchase Price Allocation Dispute Notice, Buyer and Seller agree as to such allocation, Buyer and Seller further agree to prepare and file all Tax Returns in a manner consistent with the agreed allocation and to make the necessary final determinations for Transfer Tax purposes pursuant to cause the Allocation to be prepared Section 8.2(a) in accordance with Applicable Law. Within 10 Business Days following delivery such agreed allocation, and shall not take any position inconsistent with the agreed allocation or agree to any proposed adjustment thereto by any taxing authority without first giving the other party prior written notice of such proposed changesadjustment. If, within thirty (30) days after delivery by Buyer shall provide Seller with of a statement of any objections to such proposed changesPurchase Price Allocation Dispute Notice, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred disputes relating to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination allocation of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesPurchase Price, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in may each use a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationdifferent purchase price allocation.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller Seller, within sixty (60) days following the Closing Date, a final schedule setting forth the proposed allocation of the Purchase Price (and additional other relevant amounts, including Assumed Liabilities, to the extent properly treated as consideration described in for U.S. federal and applicable state and local income Tax purposes) among each of the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Transferred Assets (the "Allocation"“Buyer Allocation Statement”). The Buyer Allocation Statement shall be prepared in a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared promulgated thereunder (and any corresponding or similar provision of state or local Tax Law) and in accordance with Section 1060 the principles set forth in Schedule 7.7(e). Seller may deliver to Buyer, within thirty (30) days following Seller’s receipt of the Code Buyer Allocation Statement, a notice (“Seller's Allocation Notice”) to Buyer specifying any items in the Buyer Allocation Statement with which Seller disagrees and setting forth Seller's proposed allocation of the regulations thereunder Purchase Price ("Applicable Law"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 Buyer Allocation Statement shall be deemed final. If Seller's Allocation Notice is duly and timely delivered, the Parties shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts) among each of the Transferred Assets and prepare a schedule reflecting such allocation (such schedule or the finalized Buyer Allocation Statement, as the case may be, the “Final Allocation Statement”). If Seller so determinesthe Parties are unable to reach such agreement, Seller they shall within 20 Business Days thereafter propose any changes necessary 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 the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesand filed, Buyer shall provide Seller with a statement of all Tax Returns (including IRS Form 8594 and any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer amendments thereto) and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes reports in a manner consistent with the Final Allocation. Each of Buyer Allocation Statement and Seller agrees to promptly provide the other party with shall not take any additional information and reasonable assistance required to complete Form 8594position (whether in Tax Returns, Tax Contests, or compute Taxes arising in connection otherwise) that is inconsistent with the Final Allocation Statement, unless required pursuant to a final “determination” within the meaning of Section 1313(a) of the Code (or otherwise affected by) the transactions contemplated hereunder. Each any corresponding or similar provision of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit state or other proceeding regarding the Final Allocationlocal Tax Law).

Allocation of Purchase Price. The parties have agreed that the purchase and sale of the limited liability company interests of Newco shall be treated for U.S. federal income tax purposes as an acquisition by Buyer, and a sale by Seller, of all of the assets of Newco and that the purchase and sale of the limited liability company interests of Newco will be treated as an “applicable asset acquisition” within the meaning of Section 1060 of the Code. Within ninety (90) days following the Closing Date, Buyer shall deliver to Seller at Closing a preliminary draft allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposesschedule, and, as soon as practicable following the Closing (but in 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 Section 1060 of the Code and the Treasury Regulations 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 Code, allocating the Purchase Price and the regulations thereunder Assumed Liabilities ("Applicable Law"to the extent treated as liabilities for federal income tax purposes) among the assets of Newco (including, for purposes of this Section 3.7, the stock of the Section 338(h)(10) Companies and the assets of any Subsidiary of Newco that is treated as a flow-through-entity for U.S. federal income tax purposes) (the “Allocation Schedule”). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause believes that all or a portion of the Allocation to be prepared Schedule is incorrect and Seller notifies Buyer in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with writing including a reasonably detailed explanation description of the reasons therefor. If objection and basis supporting Seller’s objections and any calculations or documentation that support the objection, within 30 (thirty) days after having received such Allocation Schedule, Buyer and Seller agree to consult and resolve in good faith any such disputed item. In the event the parties are unable to resolve any disputed objections such dispute within 10 Business Days thereafter30 (thirty) days following notice to Buyer of Seller’s objection (in the form and within the time set forth herein), such objections shall be referred to the Accountants, whose review Accountant will be limited retained to whether Buyer's Allocation of such disputed items regarding resolve solely any issue in dispute as promptly as possible and the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of Accountant shall be final with respect to such disputed items within 20 Business Daysissues. Such determination Buyer and Seller shall then be conclusive and binding upon the parties hereto for all purposes, and bound by the Allocation shall be so Schedule, as adjusted (to reflect the Allocation, including the adjustmentdetermination, if any, to be referred to as of the "Final Allocation")Accountant. The fees and disbursements costs of the Accountants attributable to the Allocation Accountant shall be shared borne equally by Buyer and Seller. Each In the event that Final Net Working Capital is determined, or another adjustment to the Purchase Price for tax reporting purposes is made under this Agreement or the Employee Matters Agreement, after delivery of the Allocation Schedule, Buyer and Seller agrees shall cooperate to timely file Internal Revenue Service revise such schedule to take into account the portion of such Final Net Working Capital or such other adjustment to the Purchase Price allocable to the assets of Newco. The Allocation Schedule, as finally determined, shall be used in preparing IRS Form 85948883 and each of Seller, on the one hand, and Buyer on the other hand, shall report the transaction contemplated by this Agreement, and file all FederalTax Returns, in each case, for federal, state, local and foreign Tax Returns, purposes in accordance with such Final the Allocation and Schedule, as finally determined pursuant to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationSection 3.7.

Allocation of Purchase Price. The Seller and the Buyer shall deliver use their reasonable best efforts to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final agree upon an 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 other relevant items (the "Purchase Price Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto ) for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returnstax purposes on or prior to the Closing, which allocation shall be annexed as Schedule 2.5 of this Agreement at the Closing. Promptly, after the date hereof, the Seller shall deliver to the Buyer a proposed allocation of the Purchase Price and other relevant items for the Buyer's review and approval, and the Buyer shall promptly review and approve or disapprove of such allocation. If the Buyer disapproves of the proposed allocation, then the Buyer shall promptly deliver to the Seller a written adjustment to the Seller's proposed allocation. The Seller and the Buyer shall use their reasonable best efforts to agree upon any adjustments to the Purchase Price Allocation. If the Buyer and the Seller agree upon an allocation pursuant to this Section 2.5, neither the Buyer nor the Seller shall take any position inconsistent with such allocation, except as may be required by law, without the consent of the other Party. The Purchase Price Allocation determined in accordance with this Section 2.5 shall be appropriately adjusted to reflect any subsequent adjustment to the Purchase Price based upon the particular tax asset to which such Final adjustment relates. Such adjusted Purchase Price Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes shall be determined in a manner consistent with the Final 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 procedures set forth in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationthis Section 2.5.

Allocation of Purchase Price. Buyer shall deliver to Seller at The initial allocation of the Closing a preliminary allocation Date Payment and the Deferred Payments (the “Closing Date Allocation”) among the Auctioned Purchased Assets of the Purchase Price being sold by each particular Asset Seller shall be prepared jointly by Seller and among such other consideration paid Purchaser prior to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but 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 10 Business Days following 30 days prior to the final determination of Closing Date, the Adjustment Amount)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, Buyer Purchaser shall prepare and deliver to Seller a final an allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, all amounts treated as purchase price for applicable income tax purposes among the Auctioned Purchased Assets consistent with applicable Law (the "Allocation"“Asset Level Allocation Statement”). The Asset Level Allocation Statement shall be consistent with Section 1060 the Closing Date Allocation, but shall also contain a methodology for allocation of any Earnout Amounts among the Code and the Treasury Regulations thereunderPurchased Assets. Seller hereby agrees and Purchaser shall work in good faith to accept Buyer's resolve any disputes relating to the Asset Level Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law")Statement. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 Purchaser are unable to resolve any disputed objections within 10 Business Days thereaftersuch dispute, such objections 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, the costs of which shall be borne equally by Purchaser and Seller. 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 any Order of, or to settle a dispute with, a Governmental Authority) on any Tax Return or in any audit or examination before any Governmental Authority that is inconsistent with the final Asset Level Allocation Statement (the final Asset Level Allocation Statement being referred to herein as the Accountants“Allocation”); provided, whose review will be limited however, that nothing in this Section 2.9 shall prevent the Parties or their respective Affiliates from settling, or require any of them to whether Buyer's Allocation litigate, any challenge, proposed deficiency, adjustment or other similar Proceeding by any Governmental Authority with respect to the Allocation. Each of such disputed items regarding Purchaser and Seller shall promptly notify the Allocation was prepared other in accordance with Applicable Lawwriting upon receipt of notice of any pending or threatened Tax audits, assessments or other proceedings challenging the Allocation. The Accountants shall be instructed If the Closing Date Payment is adjusted pursuant to deliver to Seller and Buyer a written determination the terms of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesthis Agreement, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 procedures set forth in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationthis Section 2.9.

Allocation of Purchase Price. Buyer For U.S. federal and applicable state and local and foreign income Tax purposes, including Canadian federal and provincial Tax purposes, Purchaser, Sellers, and their respective Affiliates shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of 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 such other consideration paid to Seller pursuant to this Agreement that is properly includible the Acquired Assets in Buyer's tax basis for accordance with the Auctioned fair market value of the Acquired Assets for Federal income tax purposes, and, as (the “Allocation Methodology”). As soon as practicable commercially practicable, but no later than thirty (30) days following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)final Purchase Price, Buyer Purchaser shall prepare and deliver provide a proposed allocation to Seller a final Sellers setting forth the allocation of the Purchase Price (and additional consideration described other amounts treated as part of the purchase price for U.S. federal income Tax purposes) among the Acquired Assets in accordance with the preceding clauseAllocation 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 Allocation, provide written notice to Sellers that Purchaser objects to Sellers requested Allocation changes (the “Allocation Objection Notice”). If Purchaser timely delivers an Allocation Objection Notice to Sellers or alternatively, if Sellers deliver a written 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 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 costs of such resolution to be evenly split by Purchaser, on the one hand, and Sellers, on the other hand, and the post-closing adjustment pursuant to Section 3.02, among resolution of such dispute shall be final and binding on the Auctioned Assets (the "Allocation")Parties. The Allocation Parties and their respective Affiliates shall be consistent with Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for file all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, Returns in accordance with such Final Allocation (as finally determined under this Section 9.2) and to report the transactions contemplated by this Agreement for Federal Income not take any Tax and all other tax purposes in a manner consistent related action inconsistent with the Final Allocation. Each , in each case, unless otherwise required by a “determination” within the meaning of Buyer section 1313(a) of the Tax Code 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationapplicable Law.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation an allocation of the reasons therefor. If Buyer Base Purchase Price (plus any assumed liabilities that are treated as consideration for federal income tax purposes) among the assets of Astoria LP and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation stock of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax ReturnsOPOS, in accordance with applicable Treasury Regulations within 30 days after the Closing Date (the “Base Purchase Price Allocation”). Not later than 30 days after the determination of the Final Purchase Price, Buyer shall notify Seller regarding the allocation of any adjustments resulting from such Final Allocation and determination, with such adjustments to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes be made in a manner consistent with the Base Purchase Price Allocation and in accordance with applicable Treasury Regulations (as adjusted, the “Final Purchase Price Allocation”). Each Seller must inform Buyer of Buyer and Seller agrees any objections related to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising Final Purchase Price Allocation in connection with (or otherwise affected by) the transactions contemplated hereunderwriting within 10 days after receipt thereof. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance work in the event of an examination, audit or other proceeding good faith to resolve any disagreements regarding the Final Purchase Price Allocation within 30 days after receipt of Seller’s 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. The fees and expenses of such accounting firm shall be borne equally by Seller and Buyer. Seller and Buyer shall each prepare and timely file IRS Form 8594 “Asset Acquisition Statement Under Section 1060” and any other statements or forms prescribed under federal, state, local or foreign 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. Buyer Within one hundred twenty (120) days after the Closing Date, Parent and the Member Representative shall deliver jointly prepare or cause to Seller at Closing a preliminary be prepared an allocation among (the Auctioned Assets “Purchase Price Allocation”) of the Purchase Price and among such other consideration paid to Seller delivered pursuant to this Agreement that is properly includible in Buyer's tax basis for (and all other capitalized costs) among the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination acquired assets of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described Business Entities 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 accordance with Section 1060 of the Code and the Treasury Regulations thereunderissued thereunder (and any similar provisions of state, local, or other Law, as appropriate), which allocation shall be binding upon the parties for applicable U.S. federal income and state and local and other Tax purposes. Seller hereby Following the Closing, Parent and the Member Representative and their respective representatives shall cooperate in the preparation of the Purchase Price Allocation, 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 records and other information as reasonably necessary or desirable to prepare the Purchase Price Allocation. If the parties do not agree on a final form of the Purchase Price Allocation within the one hundred twenty (120) 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 be submitted for arbitration by a nationally recognized accounting firm that agrees to accept Buyer's Allocation unless Seller determines use its best efforts to complete such arbitration within forty-five (45) days and that such Allocation was not prepared in accordance with Section 1060 of the Code is reasonably acceptable to (and independent of) Parent and the regulations thereunder Member Representative ("Applicable Law"the “Purchase Price Allocation Accounting Firm”). If Seller so determines, Seller which shall within 20 Business Days thereafter propose any changes necessary to cause arbitrate the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with dispute and submit a written statement of any objections its adjudication, which statement, when delivered to such proposed changesParent and the Member Representative, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive become final and binding upon the parties hereto for all purposesand shall, together with those aspects of the proposed forms of Purchase Price Allocation submitted by the parties as to which no objection was made, constitute the Purchase Price Allocation. If Parent and the Member Representative do not agree on the Purchase Price Allocation Accounting Firm after a reasonable 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 the Allocation shall (ii) constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation")entered by any court having jurisdiction thereof. The fees and disbursements expenses of the Accountants attributable to the Purchase Price Allocation Accounting Firm shall be shared borne equally by Buyer Parent and Sellerthe Members, with the Members’ share of any such fees and expenses being paid from the MR Escrow Account. Each of Buyer Parent and Seller agrees to timely file Internal Revenue Service Form 8594the Member Representative shall, and Parent shall cause the Business Entities and the Related Consolidated Entities to, report, act and file Tax Returns in all Federalrespects and for all purposes consistent with the Purchase Price Allocation. Parent and the Member Representative shall, stateand Parent shall cause the Business Entities and the Related Consolidated Entities to, local timely and foreign 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 take, and Parent shall cause the Business Entities and the Related Consolidated Entities not to take, any position (whether in audits, Tax Returns, in accordance financial statements, or otherwise) that is inconsistent with such Final Purchase Price Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance unless required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationdo so by applicable Law.

Allocation of Purchase Price. Buyer At or prior to the Closing Date, the Purchaser shall determine the amount of, and deliver a written schedule to Seller at Closing a preliminary allocation among which allocates the Auctioned Assets of amount of, the Purchase Price attributable to the Purchaser-Owned IP. Within 120 days after the Closing, the Seller shall determine and among such other consideration paid deliver to Seller the Purchaser a written schedule (including as amended pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment AmountSection 2.6(a) or Section 2.6(b), Buyer shall prepare and deliver to Seller a final allocation of the “Allocation Schedule”) that allocates the Purchase Price and additional consideration described in (together with any other amounts treated for U.S. federal income Tax purposes as paid for the preceding clause, and Transferred Assets other than the postPurchaser-closing adjustment pursuant to Section 3.02, Owned IP) among the Auctioned Transferred Assets (other than the "Allocation"). The Allocation shall be consistent Purchaser-Owned IP in accordance with Section 1060 of the Code and the Treasury Regulations thereunderpromulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). The Purchaser may dispute any amounts reflected on the Allocation Schedule by providing written notice to the 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 disputed items, and setting forth in reasonable detail the basis of such dispute, within 30 days following receipt of the Allocation Schedule. If the Purchaser disputes any portion of the Allocation Schedule, the Seller and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller Purchaser shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 attempt to resolve any disputed objections such dispute through good faith negotiations within 10 Business Days thereafter30 days following the Seller’s receipt of the Purchaser’s dispute notice, such objections and shall be referred amend the Allocation Schedule to reflect the Accountants, whose review will be limited to whether Buyer's Allocation resolution (if any) of such disputed items regarding the Allocation was prepared in accordance with Applicable Lawdispute. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination Purchaser shall be conclusive prepare and binding upon the parties hereto for file all purposes, and the Allocation shall be so adjusted Tax Returns (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 IRS Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes ) in a manner consistent with the Final Allocation. Each of Buyer Allocation Schedule, except to the extent a dispute was unable to be resolved with respect thereto, and Seller agrees to promptly provide the other party with shall not take any additional information and reasonable assistance required to complete Form 8594position inconsistent therewith in any Tax Return, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an audit, examination, audit claim, adjustment, litigation or other proceeding regarding with respect to Taxes, unless required to do so by applicable Law. Nothing contained herein shall prevent the Final AllocationSeller, the Seller’s Affiliates, the Purchaser or the Purchaser’s Affiliates from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Schedule or the allocation of the Purchase Price among the Transferred Assets. The parties hereto will promptly inform one another of any challenge by any Governmental Authority to any allocation made in accordance with the Allocation Schedule, and the parties agree to consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge.

Allocation of Purchase Price. Buyer and the applicable Seller shall deliver endeavor in good faith to Seller at Closing a preliminary agree on the allocation among the Auctioned Assets of the Xxxxxx’x Sellers Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis or the Caesars Sellers Purchase Price, as the case may be (as determined for the Auctioned Assets for Federal federal income tax purposes, and, including any assumed liabilities that are required to be treated as soon as practicable following part of the purchase price for federal income tax purposes) among the Purchased Assets to be sold by any such Seller (and any other assets that are considered to be acquired for federal income tax purposes) on or prior to the Closing (but Date in 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 accordance with Section 1060 of the Code and the Treasury Regulations thereunderthereunder and applicable State Law (the “Purchase Price Allocation”). Buyer shall deliver to such Seller hereby agrees within five (5) business days after the Determination Date a Purchase Price Allocation (“Buyer’s Allocation”). Such Seller shall accept and agree to accept Buyer's ’s Allocation unless such Seller, acting in good faith, objects to Buyer’s Allocation, in which case such Seller determines that shall, within fifteen (15) business days after receipt of Buyer’s Allocation, deliver written notice to Buyer of such objection. Such notice shall specify in reasonable detail the items in Buyer’s Allocation was not prepared in accordance with Section 1060 of the Code to which such Seller objects and the regulations thereunder ("Applicable Law")basis for such objection. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary In the event that the parties cannot mutually agree upon a resolution with respect to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall fifteen (15) business days of Buyer’s receipt of such notice, then the disputed matter(s) will be conclusive finally and binding upon conclusively resolved by an independent accounting firm of recognized national standing with no existing relationship with either party that is mutually selected by Buyer and such Seller (the parties hereto for all purposes“Auditor”) as promptly as practicable, and such resolution(s) will be reflected on the Allocation shall be so adjusted (the Purchase Price Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements expenses of the Accountants attributable to the Allocation Auditor shall be shared borne equally by Buyer and such Seller. Each of Buyer and Seller agrees Sellers agree to timely file Internal Revenue Service Form 8594(a) be bound by the Purchase Price Allocation, and all Federal, state, local and foreign Tax Returns, (b) act in accordance with such Final the Purchase Price Allocation in the filing of all Tax Returns (including, without limitation, filing IRS Form 8594 (and any supplemental or amended Form 8594) with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (c) take no position and cause its Affiliates to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent take no position inconsistent with the Final Allocation. Each Purchase Price Allocation for Tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Buyer and Seller agrees to promptly provide Section 1313(a) of the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationCode.

Allocation of Purchase Price. The Purchase Price shall be allocated among the individual Assets (each an “Allocated Value”) as set forth in Exhibit “A-2” and Exhibit “A-3” on a per Existing Well and per Unit basis (referred to herein individually as a “Value Asset” or collectively as “Value Assets”), with such Allocated Values being limited to the Target Interval. The Allocated Value for the Value Assets shall be without duplication, notably, the Allocated Value for an Existing Well shall not be included in the Allocated Value for the Unit encompassing the involved Existing Well. Exhibit “A-2” and Exhibit “A-3” also set forth an allocation for federal income Tax purposes and for all other purposes as contemplated in this Agreement. Buyer shall deliver represents and warrants to Seller at Closing a preliminary allocation among that it has made its own reasonable allocations, in good faith, without advice or influence from Seller, and that Seller may rely on the Auctioned Assets allocations for all purposes, including, without limitation, (a) to notify holders of preferential rights and Tag Along Rights of Buyer’s offer, (b) division of the Purchase Price by and among such other consideration paid between the entities comprising Seller, and (c) as otherwise provided in this Agreement. Buyer and Seller agree to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for be bound by the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 Section 1060 of set forth therein for all purposes; to consistently report such allocations for all federal, state and local income Tax purposes; and to timely file all Tax Returns required by the Code and amended returns and claims for refund concerning the Treasury Regulations thereunderPurchase Price allocations. Seller hereby agrees Notwithstanding anything herein to accept the contrary, the Allocated Value for any of the Assets, as determined by Buyer's Allocation unless Seller determines that such Allocation was , shall not prepared be less than zero. Any adjustments to the Purchase Price in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections 2.3 shall be referred allocated according to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationAllocated Values.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among Within ninety (90) days following the Auctioned Assets date of the Base Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Final Determination, Buyer shall prepare and deliver to Seller provide the Seller’s Representative with a final proposed allocation of the Base Purchase Price (including all applicable liabilities and additional consideration described other relevant items), prepared in accordance with 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 applicable principles of Section 1060 of the Code and the Treasury Regulations thereunderpromulgated thereto (and any similar provision of state, local or foreign Law, as appropriate) (the “Purchase Price Allocation”). The Seller’s Representative shall, within thirty (30) days after receipt of the proposed determination of the Purchase Price Allocation from the Buyer, notify the Buyer if the Seller hereby agrees disagrees with such proposed determination, and if the Seller’s Representative does not so notify the Buyer within such thirty (30) days, the proposed Purchase Price Allocation shall be final and binding on the Parties. If the Seller disagrees with such proposed Purchase Price Allocation, the Seller’s Representative and the Buyer shall make a good faith effort to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared resolve the dispute. If the Seller’s Representative and the Buyer have been unable to resolve their differences within thirty (30) days after the Buyer has been notified of the Seller’s disagreement with the proposed Purchase Price Allocation, then any remaining disputed issues shall be submitted to the Independent Accountant, who shall resolve the disagreement in the manner described in Section 2.6(b). All determinations made by the Independent Accountant will be final, conclusive and binding on the Parties. The Parties agree (i) to be bound by the Purchase Price Allocation, (ii) to act in accordance with Section 1060 the Purchase Price Allocation in the preparation and filing of the Code and the regulations thereunder all Tax Returns ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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, amended returns, and all Federalclaims for refund) and in the course of any Tax audit, Tax review, Tax hearing, Tax litigation, or other proceeding relating to the determination of any Tax, and (iii) to take no position and to cause their Affiliates to take no position inconsistent with the Purchase Price Allocation for Tax purposes, except as may otherwise be required pursuant to a final determination within the meaning of Section 1313(a) of the Code or any corresponding provision of state, local and or foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationLaw.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon As promptly as practicable following the Closing, but no later than twenty (20) days prior to the due date for the Tax Return of Invacare for the taxable year that includes the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Date, Buyer shall prepare and deliver to Seller a final provide Invacare an allocation of the Purchase Price (including the Assumed Liabilities and additional as adjusted hereunder and any other amounts treated as consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, for U.S. federal income Tax purposes) among the Auctioned Purchased Assets (the "Allocation"“Allocation Schedule”). The Invacare shall have ten (10) days from receipt of the Allocation Schedule to deliver written comments to Buyer on the Allocation Schedule (the “Allocation Comments”), and Buyer shall incorporate any reasonable changes to the Allocation Schedule as Invacare may request in the Allocation Comments, as determined by Buyer. Buyer shall deliver to Invacare a final Allocation Schedule no more than five (5) days after receipt of the Allocation Comments. If Invacare does not deliver Allocation Comments within the time frame specified above, then the Allocation Schedule as delivered by Buyer to Invacare shall be final and binding on the Parties. Any adjustments to the Purchase Price shall be allocated in accordance with the Allocation Schedule. After the Allocation Schedule has been finalized, the Parties shall make consistent use of the Allocation Schedule for all Tax purposes and in all filings, declarations, and reports with the Governmental Authority in respect thereof, including the reports required to be filed under Section 1060 of the Code and Code. In any proceeding related to the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines determination of any Tax, neither Buyer nor Invacare shall contend or represent that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with Schedule is not 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationcorrect allocation.

Allocation of Purchase Price. Buyer (i) The parties hereto shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of allocate the Purchase Price (and among such any other amount or item treated as consideration paid to Seller pursuant to this Agreement that is properly includible for U.S. federal income Tax purposes) in Buyer's tax basis for accordance with the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Seller hereby agrees , as applicable, pursuant to accept Buyer's an allocation schedule (an “ Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation Schedule ”) to be prepared in accordance with Applicable Lawby Buyer. Within 10 Business Days Buyer shall prepare and deliver to Sellers an initial Allocation Schedule within thirty (30) days after the Closing Date. (ii) If, within twenty (20) days following the delivery of the initial Allocation Schedule, neither Seller notifies Buyer of its disagreement with the Allocation Schedule, the Allocation Schedule shall be final and binding on all parties. If, within such proposed changestwenty (20)-day period, either Seller notifies Buyer, in writing, that it disputes any item reflected in the initial Allocation Schedule, Buyer and the Sellers shall provide Seller use commercially reasonable efforts to settle the dispute with a statement of any objections respect to such proposed changes, together with a reasonably detailed explanation of the reasons thereforcomments promptly. If Buyer and Seller are unable Sellers have not resolved such dispute within thirty (30) days of Buyer’s receipt of such Seller’s comments, Buyer and Sellers shall jointly retain an Independent Accountant to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Lawthis Agreement and, absent fraud or manifest error, any determination by the Independent Accountant shall be final and binding on the parties. The Accountants costs, fees and expenses of the Independent Accountant shall be instructed to deliver to borne equally by each Seller asserting a dispute and Buyer a written determination or by Medley and Buyer in the case of any dispute asserted by Buyer. Buyer and Sellers hereby covenant and agree to (i) be bound by the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto final Allocation Schedule for all income Tax purposes, (ii) prepare and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in Returns on a manner basis consistent with the Final Allocation. Each final Allocation Schedule and (iii) not take any position on any Tax Return, before any Governmental Entity charged with the collection of Buyer and Seller agrees to promptly provide any Tax, or in any judicial Proceeding that is in any way inconsistent with the other party with any additional information and reasonable assistance terms of the final Allocation Schedule unless required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationdo so by Applicable Law.

Allocation of Purchase Price. Buyer At least thirty (30) calendar days after the Closing Date, Seller or its designated representative shall propose and deliver to Seller at Closing Purchaser a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration to be paid to by Seller pursuant to this Agreement that is properly includible as determined in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, accordance with Applicable Tax Law (as soon as practicable following the Closing defined below) (but in 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 "an “Allocation"”). The Allocation shall be consistent with Code Section 1060 of the Code and the Treasury Regulations 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 ("“Applicable Tax Law")”) and shall be prepared in a manner that facilitates Property Tax reporting and shall separately allocate the Purchase Price to all of the Assets. If Seller so determines, Seller Purchaser shall within 20 Business Days thirty (30) days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable LawAllocation. Within 10 Business Days thirty (30) days following delivery of such proposed changes, Buyer Seller shall provide Seller Purchaser with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer Seller and Seller Purchaser are unable to resolve any disputed objections within 10 Business Days ten (10) days thereafter, such objections shall be referred to the AccountantsIndependent Accounting Firm, whose review will be limited to whether Buyer's Allocation of such which shall resolve the disputed items regarding the Allocation was prepared in accordance with Applicable Lawitem. The Accountants Independent Accounting Firm shall be instructed to deliver to Seller and Buyer Purchaser a written determination of the proper allocation of such disputed items within 20 twenty (20) Business DaysDays from the date of engagement. Such determination shall be final, conclusive and binding upon the parties hereto Parties for all Tax purposes, and the Allocation shall be so adjusted (the Allocationallocation, including the adjustment, if any, to be referred to as the "“Final Allocation"”). The fees and disbursements of the Accountants Independent Accounting Firm attributable to the any Allocation shall be shared equally by Buyer Seller and SellerPurchaser. Each of Buyer Seller and Seller agrees Purchaser agree to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Allocation or Final Allocation Allocation, as the case may be, and to report the transactions contemplated by this Agreement for Federal federal Income Tax and all other tax Tax purposes in a manner consistent with the Allocation or Final Allocation, as the case may be. Each of Buyer Seller and Seller agrees Purchaser further agree to promptly provide the other party with any additional information and reasonable assistance required to complete a copy of its Internal Revenue Service Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify 8594 for inspection by the other Party not fewer than ten (10) Business Days prior to filing such form. For the avoidance of doubt, the CSA Assignment Payment is not subject to this Section 3.5 and each shall timely provide is allocated to the other Party with reasonable assistance in release of liabilities hereunder, including the event of an examination, audit or other proceeding regarding the Final AllocationCSA Release.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis (a) The Parties acknowledge that, for the Auctioned Assets for Federal federal income tax purposes, andthe purchase of the Membership Interests will be treated as the purchase of the assets held by the Company as of the Closing. Accordingly, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Reconciliation Date, Buyer Seller shall prepare and deliver to Seller a final Purchaser for its approval an allocation of schedule (the "ALLOCATION SCHEDULE") allocating the Closing Date Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment as adjusted pursuant to Section 3.02, among 3.3 hereof and as increased by the Auctioned Assets amount of ----------- any liabilities of the Company as of the Closing to the extent such liabilities are recognized as liabilities for federal income Tax purposes (the "AllocationTAX PURCHASE PRICE")) among (i) the assets of the Company as of the Closing Date, and (ii) the covenant contained in Section 7.7 hereof. The ----------- Allocation Schedule shall be consistent prepared in accordance with the rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder. (b) Purchaser shall deliver to Seller, within thirty (30) days after delivery of the Allocation Schedule, either a notice indicating that Purchaser accepts such schedule or a statement setting forth its objections to such schedule and providing an explanation of those items on the schedule to which it objects and its reasons for so objecting. If Purchaser delivers to Seller hereby agrees to accept Buyera notice accepting Seller's Allocation unless Seller determines that Schedule, or if Purchaser does not deliver a written objection within such Allocation was not prepared in accordance with Section 1060 thirty (30) day period, then, effective as of either the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following date of delivery of such proposed changes, Buyer shall provide Seller with a statement notice of any objections to such proposed changes, together with a reasonably detailed explanation acceptance or as of the reasons thereforclose of business on such thirtieth (30th) day, Seller's Allocation Schedule shall be deemed to be the accepted by Purchaser. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer Purchaser timely delivers a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable notice objecting to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594Schedule as provided above, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer Purchaser and Seller shall timely notify use good faith efforts to resolve such objections. If Purchaser and Seller cannot resolve such objections within sixty (60) days following the other Party date that Purchaser notified Seller of the objection, then Purchaser and each shall timely provide Seller resolve the other Party with reasonable assistance dispute in the event of an examination, audit or other proceeding regarding the Final Allocation.manner set forth in Section 3.2

Allocation of Purchase Price. The Purchase Price (together with any applicable Assumed Liabilities and any other amounts treated as consideration for U.S. federal income Tax purposes) shall be allocated among the Assets in accordance with the methodology set forth in Exhibit I (the “Allocation Methodology”). Within ninety (90) days after the Adjusted Net Working Capital has become final and binding pursuant to Section 1.7, Buyer shall will deliver to the Seller at Closing a preliminary written allocation among the Auctioned Assets of allocating the Purchase Price (together with any applicable Assumed Liabilities and any other amounts treated as consideration for U.S. federal income Tax purposes) among the Assets in accordance with the Allocation Methodology (the “Proposed Allocation”). If the Seller disagrees with the Proposed Allocation in good faith because it is not in accordance with the Allocation Methodology and provides written notice of such other consideration paid disagreement to the Buyer within fifteen (15) days after receipt of such Proposed Allocation, the Seller pursuant to this Agreement that is properly includible and Xxxxx will negotiate in Buyer's tax basis for good faith regarding any changes requested by the Auctioned Assets for Federal income tax purposes, andSeller. The Proposed Allocation, as soon as practicable following adjusted by agreement between the Closing (but in Seller and Buyer to reflect any event within 10 Business Days following the final determination agreed changes requested by Seller, or, if no notice of the Adjustment Amount)Seller’s disagreement is timely provided to the Buyer the Proposed Allocation, Buyer shall prepare be the “Purchase Price Allocation”, and deliver to shall be binding upon the Buyer, the Seller a final allocation of and their respective Affiliates. The Buyer, the Seller and their Affiliates shall file all Tax Returns (including IRS Form 8594) consistently with 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 Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred agree on changes to the AccountantsProposed Allocation that are timely requested by Seller, whose review will there shall not be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Purchase Price Allocation.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among (a) Within thirty (30) days after the Auctioned Assets date of this Agreement, the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall Purchaser will prepare and deliver to the Seller a final proposed allocation of the Purchase Price and additional consideration described in (the preceding clause, and the post-closing adjustment pursuant to Section 3.02, “Allocation Statement”) among the Auctioned Purchased Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations 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 treasury regulations thereunder thereunder. Within twenty ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause 20) days after receipt of the Allocation Statement, the Seller will deliver a written response to be prepared the Purchaser setting forth whether the Purchaser agrees with or disputes the Seller’s allocation (the “Seller’s Written Response”) and, if the Seller disputes the Purchaser’s allocation, the Seller’s Written Response will set forth in accordance with Applicable Lawreasonable detail the basis for each disputed item. Within 10 Business Days following The Purchaser and the Seller will attempt in good faith and in an expedient manner to reach agreement on any disputed items, and if they cannot agree within ten (10) days after delivery of such proposed changesthe Seller’s Written Response, Buyer they shall provide submit the disputed items to an Arbitrator. The Seller with a statement of any objections and the Purchaser will cooperate to such proposed changes, together with a reasonably detailed explanation obtain the decision of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections Arbitrator within 10 Business Days thereafter, such objections shall be referred twenty (20) days after referral of the items in dispute to the Accountants, whose review Arbitrator or as soon thereafter as reasonably practicable. The decision of the Arbitrator will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller final and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation")binding. The fees and disbursements expenses of the Accountants attributable to the Allocation shall Arbitrator will be shared equally by Buyer the Seller and Seller. Each the Purchaser. (b) The Seller and the Purchaser agree to amend the Allocation Statement in good faith and as necessary to reflect any adjustments made to the Purchase Price pursuant to Section 2.6 (as amended, the “Final Allocation Statement”). (c) The Purchaser and the Seller will report the allocation of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federalthe Purchase Price for U.S. federal, state, local and foreign non-U.S. income Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final AllocationAllocation Statement. Each of Buyer and Except as otherwise required by Law, neither the Seller agrees to promptly provide nor the other party Purchaser will (or will permit its Affiliates to) take any position inconsistent with the Final Allocation Statement in any additional information and reasonable assistance U.S. federal, state, local, or non-U.S. income Tax Returns or similar filings (including IRS Form 8594 or any similar form required to complete Form 8594be filed under Law), or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examinationany refund claim, litigation, audit or other proceeding regarding otherwise. (d) The Purchaser and the Seller will (i) promptly inform one another of any challenge by any Governmental Body to the Final AllocationAllocation Statement, (ii) consult with and keep each other informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge and (iii) cooperate in good faith in responding to such challenge in order to preserve the effectiveness of the Final Allocation Statement.

Allocation of Purchase Price. Buyer The Base Purchase Price (including the Assumed Liabilities treated as consideration for the Purchased Assets for Tax purposes) shall deliver be allocated among (a) the stock of DESS, (b) the Purchased Assets not located in Canada (other than stock of DESS), and (c) the Purchased Assets located in Canada (the “Top-Line Allocation”) pursuant to the amounts set forth on Schedule 1.08. Within 60 days after Closing, Seller at Closing shall prepare an allocation of the Base Purchase Price among the Purchased Assets (other than stock of DESS) based on such Top-Line Allocation (the “Asset-Level Allocation”), in accordance with Schedule 1.08 (the “Purchase Price Allocation Schedule”), provided that Seller shall prepare a preliminary allocation among the Auctioned Purchased Assets of located in Canada based on the Top-Line Allocation within 30 days after Closing, which shall be incorporated into the Asset-Level Allocation prepared within 60 days after Closing. To the extent there are any adjustments to the Base Purchase Price (including the adjustments contemplated by Section 1.05 and Section 1.07), Purchaser and Seller will make appropriate adjustments to the Purchase Price Allocation Schedule to reflect such changes. Purchaser and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing and each of their respective Affiliates will: (but in 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 A) be bound by the Purchase Price Allocation Schedule, as finally determined, for purposes of determining any Taxes; (B) prepare and additional consideration described file, and cause their respective Affiliates to prepare and file, their Tax Returns (including IRS Form 8594) on a basis consistent with the Purchase Price Allocation Schedule, as finally determined; and (C) cooperate in the preceding clausefiling of any forms (including IRS Form 8594) required to be filed with regard to the Purchase Price Allocation Schedule, as finally determined, including any amendments to such forms required pursuant to any applicable Law or this Agreement. If the Purchase Price Allocation Schedule is disputed by any Taxing Authority, the Party receiving notice of the dispute will promptly notify the other Party, and the post-closing adjustment pursuant Parties agree (and will cause their respective Affiliates) to Section 3.02, among the Auctioned Assets (the "Allocation"). The use their commercially reasonable efforts to defend such Purchase Price Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared Schedule in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationProceeding.

Allocation of Purchase Price. Buyer, the Company, the Sellers and each of their Affiliates 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 all income Tax purposes in accordance with Section 1060 or Section 755 of the Code (as applicable) and the Treasury Regulations thereunder. No later than 60 days after the Closing Date, Buyer shall deliver to Seller at Closing the Sellers a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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, liabilities of the Company (and all other relevant items) to the post-closing adjustment pursuant to Section 3.02, among assets of the Auctioned Assets Company as of the Closing Date (the "“Draft Purchase Price Allocation"”), together with detailed supporting calculations and such other materials with respect thereto as the Sellers shall reasonably request. The If the Sellers do not object to the Draft Purchase Price Allocation within 30 days of receipt thereof, the Draft Purchase Price Allocation shall become final and binding on the Parties and shall be referred to herein as the “Purchase Price Allocation”. Any objection to the Draft Purchase Price Allocation shall be consistent with Section 1060 of made in writing to Buyer and shall set forth the Code basis for such objection in reasonable detail. If Sellers object to the Draft Purchase Price Allocation, then Buyer and the Treasury Regulations thereunder. Seller hereby agrees Sellers shall negotiate in good faith to accept Buyer's Allocation unless Seller determines that resolve promptly any such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons thereforobjection. If Buyer and Seller are unable to the Sellers do not obtain a final resolution within 30 days after Buyer has received the statement of objections, the Independent Accountant shall resolve any objections. The resolution of the disputed objections within 10 Business Days thereafter, such objections issue(s) by the Independent Accountant shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared set forth in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller writing and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto Parties. The fees and expenses of the Independent Accountant that are incurred in connection with resolving objections under this Section 6.8(h) shall be borne 50% by Buyer and 50% by the Sellers (in accordance with their respective Pro-Rata Percentages). The Purchase Price Allocation, as finally determined hereunder, shall be binding on all Parties for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer the Sellers agree to prepare and Seller agrees to timely file Internal Revenue Service Form 8594, all Tax Returns (including amended returns and all Federal, state, local claims for refund) and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in information reports on a manner basis consistent with the Final Purchase Price Allocation, unless otherwise required by an applicable law. Each of Buyer and Seller agrees The Parties agree to promptly provide cooperate in good faith to update the other party with Purchase Price Allocation to account for any additional information and reasonable assistance required adjustments to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify Purchase Price that may occur after the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationClosing Date.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the The Purchase Price and among such any other amounts properly treated as consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal U.S. federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer purposes 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, be allocated among the Auctioned Timco Assets (the "Allocation"). The Allocation shall be consistent in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees On or prior to accept the date that is 120 days after the Closing Date, Buyer will provide the Sellers with Buyer's Allocation unless Seller determines that such Allocation was not prepared ’s proposed allocation of the Purchase Price and any other amounts properly treated as consideration for U.S. federal income tax purposes in accordance with the preceding sentence. Within 45 days after the date of delivery of such allocation to the Sellers, the Sellers will propose to Buyer any changes to such allocation in writing or otherwise will be deemed to have agreed with such allocation upon the expiration of such 45-day period. Buyer and the Sellers will cooperate in good faith to mutually agree upon such allocation and will reduce such agreement to writing (as agreed upon, the “Purchase Price Allocation”). The Purchase Price Allocation will be revised to take into account any subsequent adjustments to the Purchase Price, including any adjustment pursuant to Article III, or any other amounts properly treated as consideration for U.S. federal income tax purposes, in the manner provided by Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable LawTreasury Regulations thereunder. The Accountants shall be instructed Parties will file timely any forms and statements required under U.S. federal or state income Tax laws (including IRS Form 8594) consistent the Purchase Price Allocation. The Parties will not file any Tax Return or otherwise take any position with respect to deliver to Seller and Buyer a written determination of Taxes which is inconsistent with the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Purchase Price Allocation, including the adjustment, if any, to be referred to except as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally otherwise required by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationapplicable Legal Requirements.

Allocation of Purchase Price. Buyer The Purchase Price shall deliver to Seller at Closing a preliminary allocation be ---------------------------- allocated among the Auctioned Assets (including the Assumed Liabilities) in the manner required by Treasury Regulations (S)1.1060-1T and shall be reasonably agreed to in writing by Seller and Buyer on or before the Closing Date, provided that such allocation shall be updated as of the Purchase Price end of the Transition Period, as hereinafter defined. Buyer and among such other consideration paid Seller agree that, except as otherwise required by law, (i) the allocations to be agreed to as herein described shall be binding on Seller pursuant to this Agreement that is properly includible in Buyer's tax basis and Buyer for the Auctioned Assets for Federal income all foreign, federal, state and local tax purposes, andand (ii) Buyer and Seller shall file with their respective federal income tax returns consistent IRS Forms 8594-Asset Acquisition Statements under Section 1060, as soon as practicable following including any required amendments thereto, which shall reflect the allocations set forth in their written agreement. Buyer and Seller shall file all applicable transfer tax forms and declarations. All Taxes applicable to the Assets for periods beginning before and ending after the Closing (but in Date, and any event within 10 Business Days following other charges which are appropriate subjects for proration, shall be prorated on a daily basis as of 12:01 a.m. on the final determination Closing Date between Seller and Buyer; provided, however, that, all property, ad valorem or similar taxes shall be allocated to Seller for the period ending on the Closing Date based on a daily proration of the Adjustment Amount)most recent (as of the Closing Date) ascertainable property, ad valorem or similar taxes to be prorated. Any refund of property, ad valorem or similar taxes (net of any reasonable costs incurred to recover same) shall be prorated between Seller and Buyer in the same proportion. Notwithstanding the foregoing, Buyer shall prepare be responsible for the payment of all sales and deliver to Seller use, deed and transfer taxes as a final allocation result of the Purchase Price sale 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 Section 1060 transfer of the Code and the Treasury Regulations thereunderAssets contemplated hereby. 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve shall file all applicable transfer tax forms and declarations in connection therewith. For purposes of this Agreement, "Tax" (and, with correlative meaning, "Taxes") shall mean any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federalfederal, state, local and or foreign Tax Returnsincome, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all gross receipts, personal property, severance, sales, use, transfer, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem or excise tax, or any other tax purposes in a manner consistent with the Final Allocation. Each tax, charge, levy, custom, duty, governmental fee or other like assessment or charge of Buyer and Seller agrees to promptly provide the other party any kind whatsoever, together with any additional information and reasonable assistance required to complete Form 8594interest, fine, penalty, assessment or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examinationaddition thereto, audit or other proceeding regarding the Final Allocationimposed by any governmental authority.

Allocation of Purchase Price. Buyer For U.S. federal, state and local income Tax purposes, the parties agree that the Purchase Price, liabilities, and other acquisition consideration allocable for U.S. federal income tax purposes shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Assets assets of the Purchase Price and among such other consideration paid Purchased Company deemed to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis have been purchased by Buyer for the Auctioned Assets for Federal U.S. federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer . Such allocations 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 be made pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared promulgated thereunder in accordance with the methodology set forth in Section 1060 7.05 of the Code and Disclosure Schedules (the regulations thereunder ("Applicable Law"“Allocation Methodology”). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause Within sixty (60) days following the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesClosing Date, Buyer shall provide deliver to Seller with Representative a statement of any objections to such proposed changes(the “Allocation Statement”), together with a reasonably detailed explanation which shall allocate the Purchase Price and other acquisition consideration allocable for federal income Tax purposes among the assets of the reasons thereforPurchased Company (the “Allocation”). If Notwithstanding anything in this Agreement to the contrary, the parties agree that the Allocation Statement (and computation of the Allocation) will be consistent with the methodologies, policies and principles of the Allocation Methodology. If, within thirty (30) days after the delivery of the Allocation Statement, Seller Representative notifies Buyer in writing that Seller Representative objects to the Allocation set forth in the Allocation Statement, Buyer and Seller Representative shall negotiate in good faith to resolve such dispute within sixty (60) days. In the event that Buyer and Seller Representative are unable to resolve any disputed objections within 10 Business Days thereaftersuch dispute, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed submitted for resolution to deliver to Seller and Buyer a written determination the Minneapolis, Minnesota office of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustmentKPMG US LLP or, if anythe Minneapolis, Minnesota office of KPMG US LLP is unable to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of serve, Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report Representative shall appoint by mutual agreement within five (5) Business Days the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event office of an examination, audit or other proceeding regarding the Final Allocation.impartial nationally recognized firm of independent certified public

Allocation of Purchase Price. Buyer shall deliver The parties hereto agree that Purchaser may retain at its expense an independent appraiser to Seller at Closing a preliminary allocation among the Auctioned Assets prepare appraisals of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination fair market value of the Adjustment Amounttangible Assets (other than cash equivalents, accounts receivable, prepaid items and inventory), Buyer . Purchaser shall prepare and deliver to Seller a final an allocation of the Purchase Price and additional consideration described in among the preceding clausetangible Assets, based on the fair market values thereof, and the post-closing adjustment pursuant Software License, as defined herein, to Section 3.02which the parties agree that $500,000 of the Purchase Price shall be allocated, among whether or not Purchaser obtains any independent appraiser to appraise the Auctioned Assets (fair market value of any of the tangible Assets. Inventory will be valued on the "Allocation")first-in, first-out" method of inventory valuation for purposes of such allocation. The Allocation shall Such allocation will be consistent made in accordance with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations regulations thereunder. Seller hereby agrees Purchaser shall provide Company a reasonable opportunity to accept Buyerreview and comment upon the allocation prepared by Purchaser. If Company disagrees with appraisal obtained by Purchaser, Company may retain at its expense an independent appraiser to prepare appraisals of the fair market value of the Assets (other than cash equivalents, accounts receivable, prepaid items and inventory). If following Company's Allocation unless Seller determines appraisals the parties are unable to agree upon the fair market value of the appraised Assets, then the appraiser appointed by Purchaser and the appraiser appointed by Company shall agree upon a third independent appraiser to appraise such Assets as to which the parties may disagree as to the fair market value, and the fair market value shall be the average of Purchaser's appraisal, Company's appraisal and the third independent appraisal. To the extent that such Allocation was not prepared revised appraisal differs from the appraisal first obtained by Purchaser, the allocation of the Purchase Price will be revised accordingly. The balance of the Purchase Price, after allocation to the tangible Assets and the Software License, will be allocated to goodwill. The parties to this Agreement agree that such allocation as originally submitted by Purchaser or as revised as set forth above shall be a fair and reasonable allocation of the Purchase Price, and the parties to this Agreement shall file all applicable tax returns and reports (including IRS Form 8594) in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of based upon such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesallocation, and the Allocation shall be so adjusted (the Allocationnot take any position in any tax return or report, including the adjustmentor any tax proceeding or audit, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance that is inconsistent with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationallocation.

Allocation of Purchase Price. Buyer Purchaser shall deliver provide to Seller at Closing Sellers a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final draft allocation of the Purchase Price and additional consideration described in plus the preceding clause, and value of any Assumed Liabilities (to the post-closing adjustment pursuant to Section 3.02, extent properly taken into account for income Tax purposes) among the Auctioned Purchased Assets no later than seventy-five (75) days following the "Allocation"). The Allocation Closing, which shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared by Purchaser in accordance with Section 1060 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 Code Purchase Price within fifteen (15) days, then Sellers and Purchaser shall submit the regulations thereunder 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 resolve the items in dispute and determine the allocation of the Purchase Price ("Applicable Law"such firm, the “Accounting Firm”). If Seller so determinesa 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, Seller which shall within 20 Business Days thereafter propose any changes be sought to the extent necessary to cause permit the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery resolution of such proposed changesdisputed items), 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 resolve any disputed objections within 10 Business Days thereafter, such objections Tax Return shall be referred to the Accountantsfiled or payment made as determined by Purchaser, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants and shall be instructed amended if necessary to deliver to Seller and Buyer a written reflect the determination of the proper Accounting Firm with respect to the disputed items. The fees, costs and expenses of the 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 such Accounting Firm of the disputed items in relation to the claims made by Sellers and Purchaser, such that the prevailing party pays the lesser proportion of such disputed items within 20 Business Daysfees, costs and expenses. Such determination The allocation as agreed to by the parties or determined by the Accounting Firm shall be conclusive adhered to for Tax purposes in all Tax Returns and binding upon the parties hereto for all purposes, governmental statements and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements filings of the Accountants attributable to the Allocation shall be shared equally parties, unless otherwise required by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign a Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationAuthority.

Allocation of Purchase Price. (A) Buyer shall deliver has submitted to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final an allocation of the Purchase Price and additional consideration described among the Assets as set forth in the preceding clauseExhibit D – Allocation of Purchase Price. Buyer represents it has made reasonable allocations, in good faith, and Seller may rely on the post-closing adjustment pursuant to Section 3.02allocations for all purposes hereunder, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 including all of the Code following: (1) To notify holders of preferential rights of Buyer’s offer. Chevron U.S.A. Inc./ ASPA GUG Asset Sale and Purchase Agreement Dom Ltr (Rev4 May 2009)) (2) As a basis for adjustments to the Treasury Regulations thereunder. Purchase Price for any Alleged Environmental Defects, Casualty Losses or Alleged Title Defects. (3) As otherwise provided in this Agreement. (B) In the event any Claims are brought against Seller hereby agrees arising from or under or attributable or relating to accept Buyer's Exhibit D – Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesPurchase Price, Buyer shall provide indemnify and defend Seller with a statement of against any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Claims. (C) Seller and Buyer a written determination agree to be bound by this allocation of the proper allocation Purchase Price for all purposes (including all tax purposes), and each further agrees to consistently report and submit its returns to each applicable Tax Authority for all relevant years on the basis of such disputed items within 20 Business Days. Such determination this allocation. (D) Seller and Buyer further agree as follows: (1) The Purchase Price shall be conclusive further allocated for tax purposes among intangibles and binding upon tangibles comprising the parties hereto for all purposesAssets as follows: Twenty Five (25%) percent of the Purchase Price shall be attributed to the Leases, Units, and Contracts and Seventy Five (75%) percent of the Allocation Purchase Price shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable attributed to the Allocation shall be shared equally by Buyer Xxxxx and Seller. Each of Buyer and Seller agrees to Facilities. (2) To timely file all reports required by the United States Internal Revenue Service Form 8594Code of 1986, and all Federalas amended, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report concerning the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationPurchase Price allocations.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the 35 28 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 Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocation.. 36 29

Allocation of Purchase Price. Buyer Seller and Purchaser shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of allocate the Purchase Price among the Mass-Market Assets and among such other consideration paid the Mass-Market Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit H. As soon as may be practicable after the Closing, Seller and Purchaser shall amend Exhibit H to Seller reflect any adjustments to the Purchase Price made pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as Article III. As soon as may be practicable following after the Closing (but and prior to filing any tax return which includes information related to the transactions contemplated in any event within 10 Business Days following this Agreement, Seller and Purchaser employing 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 made pursuant to this Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation 2.3(b) shall be consistent with Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller prepare mutually acceptable IRS Forms 8594 which they shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and use to report the transactions contemplated by in this Agreement for Federal Income Tax to the Internal Revenue Service and to all other taxing authorities. Neither Seller nor Purchaser shall take a position in any Return, Tax proceeding, tax purposes audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require Seller or Purchaser to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in a manner consistent with the Final Allocation. Each of Buyer connection therewith, and Seller agrees and Purchaser shall not be required to promptly provide 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 allocation of the Purchase Price. Seller and Purchaser shall give prompt notice to the other party with of the commencement of any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, tax audit or other proceeding regarding the Final Allocationwritten assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price.

Allocation of Purchase Price. Within thirty (30) days after the determination of the Final Closing Consideration, Buyer shall deliver provide to LLC Seller at Closing a preliminary draft allocation among (the Auctioned Assets “Allocation Statement”) of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets Purchased Units as set forth on Annex III (the “LLC Entity Purchase Price”) among the assets of the LLC Entities for Federal U.S. federal income tax purposes, and, as soon as practicable following the Closing (but in 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 Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared purposes in accordance with Section 1060 of the Code and principles set forth on Annex IV attached hereto (the regulations thereunder ("Applicable Law"“Asset Allocation Methodology”). If LLC Seller so determinesdisputes any items reflected on Xxxxx’s draft Allocation Statement, LLC Seller shall notify Buyer in writing of the disputed items within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days thirty (30) days following delivery its receipt of such proposed changes, draft Allocation Statement. Buyer and LLC Seller shall provide Seller with a statement of negotiate in good faith to resolve any objections to such proposed changes, together with a reasonably detailed explanation of disputed items in the reasons therefordraft Allocation Statement. If Buyer and Seller Sellers are unable to resolve any such dispute within ten (10) days after LLC Seller provided its notice to Buyer, the disputed objections within 10 Business Days thereafter, such objections items shall be referred resolved by the Independent Accounting Firm pursuant to the Accountants, whose review will be limited to whether Buyer's procedures set forth in Section 2.5(b) and by applying the Asset Allocation of Methodology. Any such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable Independent Accounting Firm with respect 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Statement in a manner consistent with the Final AllocationAsset Allocation Methodology shall be final, binding, and conclusive on the Parties. Each of Buyer and LLC Seller agrees to promptly provide the other party with any additional information shall prepare and reasonable assistance required to complete file all Tax Returns (including IRS Form 8594) consistent with the Allocation Statement, as finally determined. None of Buyer, LLC Seller nor any of their respective Affiliates shall take any position in any Tax-related filing, proceeding, audit, examination or similar matter that is inconsistent with the Allocation Statement, as finally determined, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any applicable analogous provision of state, local, or compute Taxes arising non-U.S. Law). The Parties agree that, for applicable Tax purposes, Buyer or any of its Affiliates shall not be treated as receiving any payment from LLC Seller or any of its Affiliates as a result of its assumption of any deferred revenue or similar liability in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationTransactions.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following Within sixty (60) days after the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Date, Buyer shall will prepare and deliver to Seller a final Sellers an allocation of the Purchase Price plus the Assumed Liabilities (to the extent properly taken into account under the Code and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, applicable Treasury Regulations) among the Auctioned Purchased Assets (the "Allocation"). The Allocation shall be consistent in accordance with Section 1060 of the Code and the Treasury Regulations 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 promulgated thereunder ("Applicable Law"the “Purchase Price Allocation ”). If Seller so determines, Seller shall Sellers do not object to the Purchase Price Allocation as provided by Buyer within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery thirty (30) days of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation Sellers’ receipt of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafterPurchase Price Allocation, such objections shall be referred to the Accountants, whose review Purchase Price Allocation will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive become final and binding upon the parties hereto for all purposesParties. If Sellers object in writing within such 30-day period to any item in the Purchase Price Allocation, the Parties will negotiate in good faith to resolve the dispute. If they cannot resolve the dispute within fifteen (15) days, the Parties will engage the Independent Accountant to resolve the dispute, the fees of which shall be split evenly between Buyer and Sellers, and the Allocation resolution by the Independent Accountant shall be so adjusted final. Subject only to any adjustments to the Purchase Price as provided in this Agreement, the Parties agree (i) to be bound by the AllocationPurchase Price Allocation as finally determined, (ii) to act in accordance with the Purchase Price Allocation as finally determined in the preparation of financial statements and filing of all Tax Returns (including filing Form 8594 with the United States federal Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) to take no position and to cause their Affiliates to take no position inconsistent with the Purchase Price Allocation as finally determined for Tax purposes, including the adjustment, if any, to be referred to as the "Final Allocation")United States federal and state income Tax and foreign income Tax. The fees and disbursements of the Accountants attributable No later than sixty days prior to the Allocation filing of their respective Forms 8594 relating to this transaction, the Buyer, on the one hand, and the Sellers, on the other hand, shall be shared equally by Buyer and Seller. Each deliver to the other Party a copy of Buyer and its Form 8594 (each Seller agrees to timely file Internal Revenue Service provide its own Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and the aggregate amount to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner be consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationallocation described herein).

Allocation of Purchase Price. Seller and Buyer shall deliver agree that, to Seller at Closing a preliminary allocation among the Auctioned Assets of extent required to be capitalized for tax purposes, they will allocate the Purchase Price other than the Assumed Contracts and among such Trade Accounts Payable referred to in Section 3 for all tax purposes (including in preparing all relevant tax returns, information reports, and other consideration paid tax documents and forms) in accordance with an allocation to Seller pursuant be mutually agreed to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (practicable, but in any event within 10 Business Days following on or before the final determination Closing Date. Each party hereto agrees that it will adopt and utilize the allocation so agreed to for purposes 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 Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally tax returns filed by Buyer and Seller. Each of Buyer and Seller agrees to prepare and timely file all applicable Internal Revenue Service Form 8594and applicable state tax forms relating to such purchase price allocation, to cooperate with the other in the preparation of such forms, and all Federalto furnish the other with a copy of such forms prepared in draft, statewithin a reasonable period before the filing due date thereof. Neither Buyer nor Seller will assert that such purchase price allocation was not separately bargained for at arm's-length and in good faith. Each party hereto recognizes that the consideration does not include Buyer's acquisition expenses and that Buyer will allocate such expenses appropriately. If, local within a reasonable period of time after the Closing Date, Seller and foreign Tax ReturnsBuyer are unable, in accordance with such Final Allocation good faith, to reach an agreement as to the allocation of the Purchase Price, Seller and to report the transactions Buyer may respectively use their own respective allocation methodologies and statements for purposes of any tax returns and proceedings contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationSection 2.2.

Allocation of Purchase Price. The Purchase Price and any assumed liabilities and other consideration required to be taken into account under applicable Law will be allocated among the Company’s assets in accordance with Sections 751(a) of the Code and the Treasury Regulations thereunder with respect to the Sellers and Section 1060 of the Code and the Treasury Regulations thereunder with respect to Buyer. Buyer shall deliver provide to the Seller at Closing Representative a preliminary draft allocation of the Purchase Price, assumed liabilities and any other consideration required to be taken into account under applicable Law among the Auctioned Assets Company’s assets (the “Draft Asset Allocation”) on or prior to the date that is 120 days after the Closing Date. If Seller Representative does not object to the Draft Asset Allocation within thirty (30) days after its receipt by Seller Representative, the Draft Asset Allocation shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement (subject to subsequent adjustment in connection with a subsequent adjustment to the Purchase Price, as provided below). If Seller Representative objects to any portion of the Draft Asset Allocation in writing within thirty (30) days after receipt of the Draft Asset Allocation, Buyer and Seller Representative shall act in good faith to resolve any such dispute in the thirty (30) days following Buyer’s receipt of Seller Representative’s written objection. If Buyer and Seller Representative do not reach agreement within such 30-day period with respect to all items objected to by Seller Representative with respect to the Draft Asset Allocation, Buyer and Seller Representative will jointly select a nationally recognized accounting firm to determine any items upon which agreement has not been so reached (the “Referee”). The Referee shall determine all items upon which agreement has not been so reached with respect to the Draft Asset Allocation within thirty (30) days after the submission of such items to the Referee. The cost of the Referee shall be borne jointly by Buyer and Seller Representative. The Parties will file timely any forms and statements required under U.S. federal, state and local income Tax laws consistent with the Draft Asset Allocation as agreed to or as finally determined by the Referee, as the case may be (the “Asset Allocation”). The Asset Allocation will be revised to take into account any subsequent adjustments to the Purchase Price and among such any changes to the assumed liabilities or other consideration paid required to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposesbe taken into account under applicable Law, and, as soon as practicable following the Closing (but in 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, manner provided by Sections 751(a) and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees The Parties will not file any Tax Return or otherwise take any position with respect to accept Buyer's Allocation unless Seller determines that Taxes which is inconsistent with such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Asset Allocation, including the adjustment, if any, to be referred to except as the "required by applicable Law following a Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationDetermination.

Allocation of Purchase Price. Buyer Purchaser shall deliver to Seller at Closing Seller, within thirty (30) calendar days after the Final Settlement Date, a preliminary allocation schedule allocating the consideration paid by Purchaser among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposesAssets, and, as soon as practicable following the Closing (but in including 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 intangible assets (the "“Proposed Final Allocation"). The Allocation shall be ”) prepared in a manner consistent with the Post-Closing Schedule and Section 1060 of the Code and the Treasury Regulations promulgated thereunder. The methodology for such allocation shall be set forth on Schedule 1.8. Seller hereby agrees shall have thirty (30) calendar days from receipt of the Proposed Final Allocation to accept Buyer's object in writing to such Proposed Final Allocation. If Seller does not object within such period the Proposed Final Allocation unless shall become final (the “Final Allocation”). If Seller determines provides written notice to Purchaser prior to the end of such period that such objects to the Proposed Final Allocation, Purchaser and Seller shall negotiate in good faith to agree on the Final Allocation. If Purchaser and Seller do not agree on the Final Allocation was not prepared within forty-five (45) calendar days of Seller having provided written notice to Purchaser, then any dispute with respect to the Final Allocation shall be resolved by a nationally recognized accounting firm to be selected in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"1.6(c). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery Any determination of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections firm shall be referred to the Accountants, whose review made as soon as practicable and will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive final and binding upon the parties. The parties hereto for all purposesshall sign the Final Allocation once it has been finalized. Seller and Purchaser agree to (i) be bound, and cause any of their Affiliates to be bound, by the Allocation shall be so adjusted (the Final Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees (ii) prepare 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 Federal, state, local and foreign their Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in Returns on a manner basis consistent with the Final AllocationAllocation unless required to do otherwise under Applicable Law and (iii) take no position, and cause any of their Affiliates to take no position, inconsistent with the Final Allocation on any applicable Tax Return or in any administrative or judicial examination or other proceeding with respect to Taxes, unless required to do otherwise under Applicable Law. In the event that the Final Allocation is disputed by any Governmental Entity, the party receiving notice of the dispute shall promptly notify the other party concerning resolution of the dispute. Each of Buyer Seller, on the one hand, and Seller Purchaser, on the other hand, agrees to promptly provide cooperate with the other party with in preparing Internal Revenue Service (“IRS”) Form(s) 8594 (including any additional information and reasonable assistance such form(s) required to complete Form 8594be filed as a result of any adjustment to the consideration paid hereunder), or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify to furnish the other Party and each shall timely provide with a copy of such form(s) prepared in a draft form no later than sixty (60) calendar days before the other Party with reasonable assistance in due date for the event filing of an examination, audit or other proceeding regarding the Final Allocationsuch form(s) (including any extensions).

Allocation of Purchase Price. Buyer Within thirty (30) days after determining the calculation of Final Working Capital, Purchaser shall deliver to Seller at Closing a preliminary allocation among written statement setting forth the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 Final Purchase Price (together with balance sheet liabilities included among the Assumed Liabilities and additional consideration described all other capitalized costs) among the Purchased Assets in the preceding clause, accordance with Code §1060 and the post-closing adjustment pursuant to Section 3.02Treasury regulations thereunder (and any similar provision of state, among the Auctioned Assets local or foreign Law, as appropriate) (the "“Proposed Allocation"”). The Seller shall have thirty (30) days to review and comment on the Proposed Allocation. If Seller does not deliver any comments to the Proposed Allocation by written notice to Purchaser within such thirty (30) day period, then the Proposed Allocation shall be consistent with Section 1060 of final and binding on the Code and the Treasury Regulations 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 ("Applicable Law")Parties. If Seller so determinesdoes deliver comments to the Proposed Allocation by written notice to Purchaser within such thirty (30) day period, Seller shall within 20 Business Days thereafter propose then Purchaser will review Seller’s comments and make any changes necessary to cause the Proposed Allocation agreed to be prepared by Purchaser and, with respect to any comments by Seller not accepted by Purchaser, the Parties shall engage in accordance with Applicable Law. Within 10 Business Days following delivery good faith discussions regarding the same for a period of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefortwenty (20) days. If Buyer and Seller the Parties are unable to resolve any disputed objections differences on the Proposed Allocation within 10 Business Days thereaftersuch twenty (20) day period, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of then Purchaser’s position on such disputed items regarding the Allocation was prepared in accordance with Applicable Lawshall prevail and control for purposes of this Section 5.9. The Accountants shall be instructed to deliver to Seller and Buyer a written final determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and Final Purchase Price (together with balance sheet liabilities included among the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax Assumed Liabilities and all other tax capitalized costs) among the Purchased Assets pursuant to this Section 5.9 is the “Final Allocation.” Purchaser and Seller and their respective Affiliates shall report, act and file Tax Returns in all respects and for all purposes in a manner consistent with the Final Allocation. Each of Buyer and Neither Purchaser nor Seller agrees to promptly provide shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with the other party with any additional information and reasonable assistance Final Allocation unless required to complete Form 8594, do so by applicable Law. In no event will the Proposed Allocation or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationAllocation allocate an amount of consideration to any Purchased Asset that is less than the tax basis of such Purchased Asset.

Allocation of Purchase Price. Buyer (a) The Parties shall deliver agree on an allocation and, as applicable, to Seller at Closing a preliminary allocation among the Auctioned Assets cause their relevant Affiliates to agree to such allocation, of the Final Purchase Price and any other items that are treated as additional consideration for Tax purposes (together, the “Tax Purchase Price,” and such allocation, the “Purchase Price Allocation”) among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Purchased Assets for Federal income tax purposes, and, as soon as practicable following (including the Closing (but in any event within 10 Business Days following the final determination assets 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"Company). The Purchase Price Allocation shall be consistent with Section 1060 of determined by the Code Parties acting in good faith on an arm’s length basis and the Treasury Regulations 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 any similar provision of state, local, or non-U.S. Law. Within sixty (60) calendar days after the regulations thereunder finalization of the Final Closing Statement, Buxxx xhall deliver to the Sellers a draft Purchase Price Allocation with respect to the Tax Purchase Price. If within thirty ("Applicable Law"30) days after the Sellers’ receipt of the draft Purchase Price Allocation, the Sellers have not objected in writing to such draft Purchase Price Allocation, it shall become final. In the event that the Sellers object in writing within such 30-day period, the Parties shall negotiate in good faith to resolve the dispute. (b) If, after thirty (30) days of the Sellers submitting to Buyer its written objection to the Buyer’s proposed Purchase Price Allocation the Parties are unable to reach an agreed Purchase Price Allocation, then the Sellers shall have the right to deliver notice to Buyer of its intent to refer the matter for resolution to the Settlement Accountant. Buyer and the Sellers will each deliver to the other and to the Settlement Accountant a notice setting forth in reasonable detail their proposed Purchase Price Allocation allocations. Within thirty (30) calendar days after receipt thereof, the Settlement Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by the Parties or determined by the Settlement Accountant (the “Final Allocation”) shall be final, binding and conclusive on the Parties). If Seller so determinesOne-half of all fees, Seller costs and expenses of retaining the Settlement Accountant shall within 20 Business Days thereafter propose any changes necessary to cause be borne by the Sellers and one-half of such fees, costs and expenses of retaining the Settlement Accountant shall be borne by Buyer. Each party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties shall file their Tax Returns (and IRS Form 8594, if applicable) on the basis of the Final Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesSection 2.10(b), Buyer shall provide Seller with a statement of as it may be finally agreed by the Parties and as it may be amended pursuant to any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred adjustment to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesTax Purchase Price, and the Allocation no Party shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign thereafter take a Tax Returns, in accordance Return position or any other position for applicable Tax purposes that is inconsistent with such Final Allocation unless otherwise required pursuant to a final “determination” as defined in Section 1313(a) of the Code by a Tax authority; provided, however, that nothing contained herein shall prevent the Parties from reasonably settling any proposed deficiency or adjustment by any Tax authority based upon or arising out of the Purchase Price Allocation, and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance Parties shall not be required to complete Form 8594, litigate before any court any proposed deficiency or compute Taxes arising in connection with (adjustment by any Tax authority challenging such proposed deficiency or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationadjustment by any Tax authority.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer Purchaser shall prepare and deliver to Seller a final an 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 Conveyed Assets (along with the "Allocation"). The Allocation shall be consistent with Assumed Liabilities and any other items constituting consideration for purposes of Section 1060 of the Code and Code, the Treasury Regulations thereunderpromulgated thereunder and any similar provisions of state, local or foreign law, as appropriate). Purchaser shall deliver such allocation to Seller hereby agrees to accept Buyer's within one-hundred twenty (120) days after the Closing (the “Allocation Schedule”). The Purchaser’s proposed Allocation Schedule shall be deemed final unless the Seller determines that such has notified the Purchaser in writing of any disagreement with the Purchaser’s proposed Allocation was not prepared in accordance with Section 1060 of Schedule within thirty (30) days after receipt thereof by the Code and the regulations thereunder Seller ("Applicable Law"a “Disagreement Notice”). If the Seller so determinessends the Purchaser a Disagreement Notice, the Purchaser and the Seller shall within 20 Business Days thereafter propose any changes necessary work in good faith to cause reconcile their differences with respect to the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesSchedule, and the Allocation shall be so adjusted (the Allocation, including the adjustmentupon such reconciliation, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation Schedule shall be shared equally by Buyer deemed final. If the Allocation Schedule is deemed final hereunder, the Purchaser and Seller. Each of Buyer the Seller (and Seller agrees to timely file Internal Revenue Service Form their respective Affiliates) shall prepare all Tax Returns (including IRS Forms 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes ) in a manner consistent with the Final AllocationAllocation Schedule and shall not take any inconsistent position on any Tax Returns or during the course of any Internal Revenue Service or other Tax audit or proceeding. Each of Buyer If the Purchaser and the Seller agrees do not reach agreement with respect to promptly provide the other party with any additional information Allocation Schedule prior to December 1, 2011, the Purchaser and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely present the Allocation Schedule and the Disagreement Notice to an independent third party, to be agreed upon by the Seller and the Purchaser, to determine the allocation of the Purchase Price, with such independent third party’s allocation to be final for all purposes. In the event that the allocation is disputed by any taxing authority, the Party receiving notice of the dispute shall promptly notify the other Party and each shall timely provide hereto concerning resolution of the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationdispute.

Allocation of Purchase Price. (a) Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of schedule allocating the Purchase Price (including any Assumed Liabilities and among such other relevant amounts properly treated as consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Purchased Assets and the Acquired Entity for Federal income tax U.S. federal Tax purposes, and, as soon as practicable following ) among (i) the Acquired Entity and (ii) all other Purchased Equity Interests and the Purchased Assets at least three (3) Business Days before the Closing Date (but the “Pre-Closing Purchase Price Allocation”). If Seller notifies Buyer in writing that Seller objects to any event within 10 Business Days following allocation set forth thereon, Xxxxx and Seller shall negotiate in good faith to resolve such objection. (b) Within thirty (30) days after the final determination of the Adjustment Amount)Closing Date, Buyer Seller shall prepare and deliver to Seller a final allocation of schedule allocating the Purchase Price (including any Assumed Liabilities and additional other relevant amounts properly treated as consideration described in for the preceding clause, Purchased Assets and the post-closing adjustment pursuant to Section 3.02, Acquired Entity for U.S. federal Tax purposes) among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code Purchased Equity Interests and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared Purchased Assets in accordance with Section 1060 of the Code (the “Allocation Schedule”); provided, that the Allocation Schedule shall be consistent with the Pre-Closing Purchase Price Allocation. If, within thirty (30) days after the delivery of the Allocation Schedule, Buyer notifies Seller in writing that Buyer objects to any allocation set forth thereon, Buyer and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary negotiate in good faith to cause resolve such objection. In the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 event that Xxxxx and Seller are unable to resolve any disputed objections such dispute within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation thirty (30) days following Xxxxx’s notification of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesobjection, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees shall jointly retain the Verification Accountant to timely file Internal Revenue Service Form 8594resolve the disputed items. The Verification Accountant shall consider only those items and amounts in the Allocation Schedule that are identified as being items and amounts to which Buyer and Seller have been unable to agree. The Verification Accountant shall finally and conclusively resolve any dispute relating to matters set forth in this Section 2.9 within thirty (30) days following receipt of the submission. Upon resolution of the disputed items, the Allocation Schedule shall be adjusted to reflect such resolution. The fees, costs and expenses of the Verification Accountant will be allocated to and borne in inverse proportion to the relative extent to which Buyer, on the one hand, and Seller, on the other hand, prevail on the disagreements resolved by the Verification Accountant. Buyer and Seller shall file all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Returns in a manner consistent with the Final AllocationAllocation Schedule unless otherwise required by a determination within the meaning of Section 1313(a) of the Code and shall not otherwise take any position for Tax purposes in a manner inconsistent with the Allocation Schedule unless otherwise required by applicable Law. Each The Parties agree to notify each other with respect to the initiation of Buyer any Proceeding by any Governmental Authority relating to the Allocation Schedule and Seller agrees agree to promptly provide the consult with each other party with respect to any additional information such Proceeding by any Governmental Authority; provided, however, that neither Party shall be unreasonably impeded in its ability and reasonable assistance required discretion to complete Form 8594negotiate, compromise or compute Taxes arising settle any Tax audit, claim or similar proceedings in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationallocation.

Allocation of Purchase Price. Buyer Purchaser shall deliver provide Sellers with an allocation of the Net Closing Consideration plus the amount of any assumed Liabilities to Seller at Closing a preliminary allocation the extent properly taken into account for income Tax purposes (“Consideration”) among the Auctioned Assets assets of the Purchase Price Company Entities in accordance with Section 1060 of the Code and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable Treasury Regulations thereunder no later than ninety (90) days following the Closing Date. If Sellers disagree with any item reflected on the allocation provided by Purchaser, Sellers shall notify Purchaser of such disagreement and its reasons for so disagreeing (but the “Disagreement Notice”) within thirty (30) days of receipt of such allocation, in any event which case Sellers and Purchaser shall attempt to resolve in good faith the disagreement. If Sellers do not so notify Purchaser of a disagreement within 10 Business Days following the final determination such thirty (30) day period, or if Purchaser and Sellers reach an agreement with respect to all of the Adjustment Amountitems in the Disagreement Notice within thirty (30) days after Purchaser receives the Disagreement Notice (the “Resolution Period”), Buyer the allocation prepared by Purchaser or as agreed to by Purchaser and Sellers during the Resolution Period shall prepare be referred to as the “Agreed Upon Allocation.” If there is an Agreed Upon Allocation, then Purchaser and deliver Sellers shall report the transaction contemplated by this Agreement in accordance with the Agreed Upon Allocation for all income Tax purposes, unless otherwise required by a Tax Authority or under Applicable Law. If there is no Agreed Upon Allocation, then Purchaser and Sellers shall furnish to Seller the other party a final allocation copy of its IRS Form 8594 and any similar form under any Applicable Law as filed. Any subsequent adjustments to the Purchase Price and additional consideration described Consideration shall be reflected in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be allocation in a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's , as well as with the Agreed Upon Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections if any) prior to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred adjustment to the AccountantsConsideration. After the Closing, whose review 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 limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable allocated to the Allocation shall be shared equally covenants not to compete by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationSellers under Section 8.1.

Allocation of Purchase Price. Seller and Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of agree that the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer relevant Assumed Liabilities 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, be allocated among the Auctioned Purchased Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of Code. Seller and Buyer shall provide the Code other promptly with any other information required to complete the Allocation Schedule (as defined below). Buyer and Seller also shall allocate and report any adjustments to the regulations thereunder Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of the Allocation Schedule. The Purchase Price ("Applicable Law"which for these purposes shall include the amount of the relevant Assumed Liabilities) shall be allocated among the Purchased Assets in accordance with a schedule that Buyer shall provide to Seller within thirty (30) days after the Closing. Thereafter, Seller shall have thirty (30) days either to (a) agree with and accept such schedule or (b) in good faith suggest changes to such schedule and attempt to agree with the Buyer, with each party using its commercially reasonable efforts to resolve such dispute within thirty (30) days, as to the contents of the schedule (with the resulting agreed-upon schedule in both instances called the “Allocation Schedule”). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, and 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 resolve any disputed objections such dispute within 10 Business Days thereaftersuch thirty (30) day period, the resolution of such objections dispute shall be referred determined by the Accounting Firm whose cost shall be borne equally by Seller and Buyer. The parties shall instruct the Accounting Firm to the Accountants, whose review will be limited to whether Buyer's Allocation resolve such dispute within fifteen (15) days after submission of such disputed items regarding item to the Accounting Firm for its consideration. The Accounting Firm’s resolution of the dispute shall be final and binding on the parties and shall be deemed to amend the Allocation was prepared in accordance with Applicable LawSchedule. The Accountants shall be instructed to deliver to Once Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and agree on the Allocation shall be so adjusted Schedule (or once the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to Accounting Firm determines the Allocation Schedule), Seller and Buyer shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594 and any required attachments thereto (“Form 8594”), together with all federal, state and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party in accordance with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationsuch Allocation Schedule.

Allocation of Purchase Price. The Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 Seller agree to Section 3.02, among allocate the Auctioned Assets (purchase price to be paid by the "Allocation"). The Allocation shall be consistent Buyer in accordance with the rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Seller hereby Such allocation shall be based on the fair market value of the Assets. The Buyer agrees to accept Buyer's Allocation unless provide the Seller determines with a schedule allocating the purchase price among the Assets 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 the Seller for the taxable year including the Closing Date. If the Seller objects to any items reflected on such Allocation was schedule, the Seller shall notify the Buyer of such objection and its reasons for objecting, in which case the Buyer and the Seller shall attempt to resolve the disagreement. If the Buyer and the Seller cannot prepared resolve the disagreement, the allocation shall be determined by a nationally recognized independent appraiser selected by the Buyer and reasonably acceptable to the Seller. The fees and expenses of such appraiser shall be borne equally by the Buyer and the Seller. The Seller and the Buyer agree to act in accordance with the 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 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 regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared Buyer will promptly notify each other in accordance with Applicable Law. Within 10 Business Days following delivery Section 13.4 of such proposed changes, Buyer shall provide Seller with a statement this Agreement of any objections challenge by any tax authority to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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, computations or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationallocations.

Allocation of Purchase Price. Buyer The parties hereby agree that, except as otherwise specifically provided herein, for tax purposes they shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of allocate the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 Broadcasting Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with their respective fair market values, and that they will comply with the applicable information reporting requirements of Section 1060 of the Code and the regulations thereunder promulgated thereunder. Buyer and Granite shall report the allocations consistently, to the extent permitted by law, on Internal Revenue Form 8594, which the parties shall cooperate in preparing and which the parties will timely file with the Internal Revenue Service. Within thirty ("Applicable Law")30) days after the Closing Date, Granite shall deliver to Buyer an initial schedule setting forth a complete listing of the Broadcasting Assets delivered to Buyer at the Closing, the book values and accumulated tax and book depreciation for such assets as of December 31, 1997 and as of the Closing Date and an allocation of Purchase Price among such Broadcasting Assets. If Seller so determines, Seller Such allocation shall be final and binding upon Sellers and Buyer unless within 20 Business Days thereafter propose any changes necessary business days of receipt thereof Buyer gives written notice to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections Granite that it does not consent to such proposed changes, together with a reasonably detailed explanation of the reasons thereforallocation. If Buyer notifies Granite within such 20-day period that it is withholding its consent, Granite and Seller are unable Buyer will use good faith efforts to resolve any disputed objections disagreements. If Granite and Buyer cannot thereafter reach agreement on an allocation within 10 Business Days thereafter30 days, Buyer and Granite shall cause an appraisal of the Broadcasting Assets to be performed and completed by Xxxxxxxx, Bond & Picarro or such objections other appraisal firm as Granite and Buyer shall mutually designate, with expenses in connection with such appraisal to be borne equally by Granite and Buyer. Such appraisal shall comply in all respects with the applicable requirements of Section 1060 of the Code and the regulations promulgated thereunder and shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon on the parties hereto for all purposes, and the Allocation shall be so adjusted (purpose of allocating the Allocation, including Purchase Price among the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and SellerBroadcasting Assets. Each of Buyer the parties shall be entitled to discuss the methods and Seller agrees procedures to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation be used by and to report review the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each working papers 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationsuch appraisal firm.

Allocation of Purchase Price. (a) Within thirty (30) Business Days after the final resolution of any adjustments provided pursuant to Section 2.07, Buyer shall deliver provide to Seller at Closing a preliminary an allocation among schedule that provides the Auctioned Assets manner in which the sum of the Purchase Price Price, the Assumed Liabilities and among such all other consideration paid items required to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis be taken into account for the Auctioned Assets for Federal U.S. federal income tax purposespurposes (collectively, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer “Total Tax Consideration”) 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, be allocated among the Auctioned Assets (the "Allocation"). The Allocation Purchased Assets, which allocations shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared made in accordance with Section 1060 of the Code and the regulations thereunder applicable Treasury Regulations and, to the extent not inconsistent therewith, any other applicable Tax Law ("Applicable Law"the “Allocation Schedule”); provided, however, that the Allocation Schedule shall be subject to the review and approval 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 so determinesdoes not object to the Allocation Schedule by written notice to Buyer within thirty (30) Business Days after receipt by Seller of the 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 Schedule shall be subject to any adjustment upon and as a result of any adjustment to the Total Tax Consideration. If Seller timely objects to the Allocation Schedule, Seller shall within 20 Business Days thereafter propose any changes necessary notify Buyer in writing of their objection to cause the Allocation to be prepared Schedule and shall set forth in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of written notice the reasons therefor. If disputed item or items and the basis for their objection and Buyer and Seller are unable shall act in good faith to resolve any disputed objections within 10 such dispute for a period of thirty (30) Business Days thereafter. If, such objections shall be referred following a good faith attempt to the Accountantsresolve any disputes, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees cannot agree to timely an Allocation Schedule, Buyer and Seller shall be permitted to determine their own allocation of the Total Tax Consideration for Tax purposes. (b) Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (i) prepare and file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report including IRS Form 8594 (Asset Acquisition Statement under Section 1060 of the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Code), in a manner consistent with the Final AllocationAllocation Schedule, as finally determined pursuant to this Section 2.08 (subject to any adjustment to the Total Tax Consideration), and (ii) take no position in any Tax Return, proceeding, Tax contest or otherwise that is inconsistent with the Allocation Schedule, as finally determined pursuant to this Section 2.08 (subject to any adjustment to the Total Tax Consideration). Each In the event that any of the allocations set forth in the Allocation Schedule are disputed in writing by any Tax Authority, the Party receiving notice of such dispute shall promptly notify and consult with the other Party concerning the resolution of such dispute and use commercially reasonable and good faith efforts to contest such dispute in a manner consistent with the Allocation Schedule. Notwithstanding anything to the contrary contained in this Agreement, if Buyer and Seller agrees cannot agree to promptly provide an Allocation Schedule under Section 2.08(a), this Section 2.08(b) shall not be applicable. (c) Schedule 2.08(c), which shall be provided prior to or at Closing, sets forth the other party portion of the Total Tax Consideration that will be allocated to the Owned Real Property (the “Schedule 2.08(c) Allocation Schedule”). Notwithstanding anything to the contrary contained herein, the Allocation Schedule shall be prepared in a manner consistent with any additional information the Schedule 2.08(c) Allocation Schedule and reasonable assistance required the principles of Section 2.08(b) shall apply to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected bythe Schedule 2.08(c) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationAllocation Schedule.

Allocation of Purchase Price. Buyer shall deliver The parties agree to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, allocate and, as soon as practicable following applicable, to cause their relevant Affiliates to allocate, the Closing Purchase Price (but a) among the Companies in any event within 10 Business Days following accordance with Exhibit A, an estimated version of which is attached hereto and shall be updated after the date hereof to conform to the final determination valuation report of Bay Valuation Advisors, LLC that has been commissioned by Seller (as so updated, the Adjustment Amount)“Allocation Schedule”) and then (b) further allocate, Buyer shall prepare and deliver to Seller in a final allocation of manner consistent with the Allocation Schedule, the Closing Purchase Price (and additional any other amounts treated as consideration described for U.S. federal income Tax purposes) (i) to the applicable assets of each Company treated as a disregarded entity for U.S. federal income Tax purposes immediately prior to Closing in accordance with 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 rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Seller hereby agrees , (ii) as the “aggregate deemed asset disposition price” (as such term is defined in Treasury Regulations Section 1.336-3) to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared the applicable assets of any Company for which a Section 336(e) Election has been made in accordance with the rules under Section 1060 336(e) of the Code and the regulations Treasury Regulations promulgated thereunder and (iii) as the “aggregate deemed sale price” (as such term is defined in Treasury Regulations Section 1.338-4) to the applicable assets of each Company for which a Section 338(g) Election has been made in accordance with the rules under Section 338(g) of the Code and the Treasury Regulations promulgated thereunder ("Applicable Law"(i)-(iii), the “Purchase Price Allocation”). Within 60 calendar days after the Determination Date, Seller shall deliver to Buyer a draft Purchase Price Allocation. If within 30 days after Buyer's receipt of the draft Purchase Price Allocation, Buyer has not objected in writing to such draft Purchase Price Allocation, it shall become final. In the event that Buyer objects in writing within such 30-day period, the parties shall negotiate in good faith to resolve the dispute. If Seller so determinesand Buyer are unable to reach an agreement within such 30-day period, Seller and Buyer shall within 20 Business Days thereafter propose any changes necessary each be entitled to cause adopt their own positions regarding the allocation of the Closing Purchase Price for U.S. federal income tax purposes; provided, that such allocation shall be consistent with the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons thereforSchedule. If Seller and Buyer do reach agreement, Buyer and Seller are unable agree to resolve any disputed objections within 10 Business Days thereafterfile all Tax Returns (including, such objections shall be referred to if applicable, the Accountants, whose review will be limited to whether Buyer's filing of IRS Form 8594 and IRS Form 8883 with their U.S. federal income Tax Return for the taxable year that includes the date of the Closing) consistent with the Purchase Price Allocation of such disputed items regarding the Allocation was prepared in accordance with (as finally negotiated and agreed) unless otherwise required by Applicable Law. The Accountants shall be instructed Parties further agree to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesallocate and, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if anyas applicable, to be referred cause their relevant Affiliates to allocate, as additional consideration, any amounts received by Seller pursuant to either the "Final Allocation"). The fees and disbursements Deferred Consideration Agreement or ‎Section 2.07 of this Agreement amongst the Accountants attributable Companies in accordance with the manner in which the Closing Purchase Price is allocated pursuant 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationSchedule.

Allocation of Purchase Price. Buyer No later than sixty (60) days after the determination of the Final Aggregate Net Working Capital Amount, Purchaser shall deliver provide to Seller at Closing for Seller’s review and comment a preliminary proposed allocation among the Auctioned Assets of the Final Purchase Price Price, the liabilities of the Holdcos and among such the Project Companies and any other relevant items or adjustments (in each case to the extent treated as consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal U.S. federal income tax purposes, and, as soon as practicable following ) among the Closing (but in any event within 10 Business Days following the final determination assets 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, Holdcos and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be Project Companies in a manner consistent with Section section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"the “Allocation”). If Seller so determineshas any objections to the Allocation, Seller shall deliver to Purchaser a statement setting forth its objections thereto (an “Allocation Objections Statement”) within 20 Business Days thereafter propose thirty (30) days of Purchaser’s delivery of the proposed Allocation to Seller. If an Allocation Objections Statement is not delivered to Purchaser within thirty (30) days of Purchaser’s delivery of the Allocation, the Allocation delivered by Purchaser shall be deemed final. If an Allocation Objections Statement is delivered by Seller to Purchaser within such thirty (30) day period, Seller and Purchaser shall negotiate in good faith to resolve any changes necessary such objections, but if they do not reach a final resolution within thirty (30) days after the delivery of the Allocation Objections Statement, Seller and Purchaser shall submit such dispute to the Neutral Auditor. Seller and Purchaser shall use their commercially reasonable efforts to cause the Neutral Auditor to resolve all disagreements as soon as practicable with respect to the disputed items set forth in the Allocation to be prepared in accordance with Applicable LawObjections Statement. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation The resolution of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections dispute by the Neutral Auditor shall be referred final and binding on and non-appealable by the Parties hereto (such Allocation, as agreed to by the AccountantsParties or as determined by the Neutral Auditor, whose review will be limited to whether Buyer's the “Final Allocation Schedule”) and the costs and expenses of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants Neutral Auditor shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared borne equally by Buyer Purchaser and Seller. Each of Buyer and Seller agrees Any adjustments to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement consideration for Federal Income Tax and all other U.S. federal income tax purposes shall be allocated in a manner consistent with the Final AllocationAllocation Schedule, unless mutually agreed by Purchaser and Seller, and the Final Allocation Schedule shall be modified, if necessary, to take into account such adjustments. Each Seller and Purchaser shall each report, and cause their respective Affiliates to report, the federal, state, local, and other Tax consequences of Buyer the transactions consistent with the Final Allocation Schedule (including filing IRS Form 8594 with a federal income Tax Return for the taxable year that includes the Closing Date), as adjusted, and neither Purchaser nor Seller shall take any position inconsistent with the Final Allocation Schedule on any Tax Return, except as otherwise required by a change in applicable Law or pursuant to the good faith resolution of a Tax proceeding. Purchaser and Seller agrees each agree to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event writing upon receipt of an examination, notice of any pending or threatened Tax audit or other proceeding regarding assessment challenging the Final AllocationAllocation Schedule.

Allocation of Purchase Price. Buyer shall deliver (a) The parties agree to Seller at Closing a preliminary allocation among the Auctioned Assets allocate $9,000,000 of the Purchase Price to the Purchased Stock and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation balance of the Purchase Price and additional consideration described in shall be allocated to the preceding clausePurchased Assets (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 Tax purposes) between the Purchased Stock and the post-closing adjustment pursuant Purchased Assets and, with respect to Section 3.02the Purchased Assets, among the Auctioned Purchased Assets (the "Allocation"“Purchase Price Allocation Schedule”). The Purchase Price Allocation shall Schedule will be consistent prepared in accordance with Section 1060 the applicable provisions of the Code and the Treasury Regulations thereunder. methodologies set forth on Schedule 2.6. (c) If within the thirty (30) days of receiving the Purchase Price Allocation Schedule, the Seller hereby agrees to accept Buyer's has not objected, the Purchase Price Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code Schedule shall be final and the regulations thereunder ("Applicable Law")binding. If within thirty (30) days the Seller so determinesobjects to the Purchase Price Allocation Schedule, the Seller and Purchaser shall within 20 Business Days thereafter propose any changes necessary cooperate in good faith to cause resolve their differences, provided that if after thirty (30) days, the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 Purchaser are unable to agree, the Parties shall retain the Accounting Firm to resolve any disputed objections within 10 Business Days thereaftertheir dispute, such objections shall be referred to provided that the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding Accounting Firm utilize the Allocation was prepared in accordance with Applicable Lawmethodologies for determining fair market sale as set forth on Schedule 2.6. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination Accounting Firm shall be conclusive final and binding upon on the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation")parties. The fees and disbursements cost of the Accountants attributable to the Allocation Accounting Firm shall be shared equally by Buyer Seller and Sellerthe Purchaser. (d) The Parties shall make appropriate adjustments to the Purchase Price Allocation Schedule to reflect changes in the Purchase Price. Each of Buyer and Seller agrees The Parties agree for all Tax reporting purposes to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, report the Transaction in accordance with such Final the Purchase Price Allocation Schedule, as adjusted pursuant to the preceding sentence, and to report not take any position during the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each course 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding inconsistent with such schedule unless required by a determination of the Final Allocation.applicable Governmental Authority that is final or good faith resolution of a Tax Proceeding. 5

Allocation of Purchase Price. Prior to the Closing, the Buyer and the Sellers shall deliver use their reasonable best efforts to Seller at Closing a preliminary allocation among agree as to the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 Section 1060 of the Code and the Treasury Regulations rules and regulations thereunder. Seller hereby agrees The Buyer and the Sellers agree to accept Buyer's Allocation unless Seller determines that use such Allocation was not prepared allocation in accordance with filing all required forms under Section 1060 of the Code and all other Tax Returns, and the regulations thereunder Buyer and the Sellers further agree that they shall not take any position inconsistent with such allocation on any examination of any such Tax Return, in any refund claim or in any Tax litigation. The Buyer acknowledges that, based upon the manner it valued the Purchased Assets, the substantial portion of the Purchase Price is, to the extent permitted by applicable Tax laws and rules, allocated to Accounts Receivable. Upon the 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 ("Applicable Law")30) days prior to the filing of 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 parties. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 the Sellers are unable to resolve reach a resolution on such differences within thirty (30) days after the date any such dispute arises, the Buyer and the Sellers shall submit the disputed objections within 10 Business Days thereafter, such objections shall be referred allocations for determination and resolution to the AccountantsBankruptcy Court, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants which shall be instructed to deliver determine and report to Seller and Buyer a written determination of the proper allocation of parties, upon such disputed items within 20 Business Days. Such determination allocations, and such report shall be final, binding and conclusive and binding upon on the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable with respect 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationdisputed allocations.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final an allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, purchase price for Tax purposes among the Auctioned Acquired Assets (the "Allocation"). The Allocation shall be consistent in accordance with Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"and any similar provision of state, local or foreign law, as appropriate), which allocation and any adjustments thereto shall be binding among the parties hereto. Buyer shall deliver such allocation (an “Allocation Report”) to Seller’s Representative within one hundred twenty (120) calendar days after the Closing Date. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of has any objections to such proposed changesallocation, together with then Seller’s Representative shall deliver a reasonably detailed explanation written statement (an “Allocation Objections Statement”) describing its objections to Buyer within thirty (30) calendar days after delivery of the reasons thereforEarn-out Report. If Seller’s Representative fails to deliver an Allocation Objections Statement within such thirty (30) calendar day period, then the allocation set forth in the Allocation Report shall become final and binding on all parties. If Seller’s Representative delivers an Allocation Objections Statement within such thirty (30) calendar day period, then Seller and Buyer and Seller are unable will use commercially reasonable efforts to resolve any disputed objections such disputes, but if a final resolution is not obtained within 10 Business Days thereafterthirty (30) calendar days after Seller’s Representative has submitted the Allocation Objections Statement, such objections shall any remaining matters which are in dispute will be referred resolved by the Referee pursuant to the Accountantsprovisions of Section 2.5.4. The Referee will prepare and deliver a written report to Buyer and Seller’s Representative and will submit a resolution of such unresolved disputes promptly, whose review but in any event within thirty (30) calendar days after the dispute is submitted to the Referee. The Referee’s determination of such unresolved disputes will be limited to whether Buyer's Allocation of final and binding upon all parties; provided, however, that no such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and any more favorable to Buyer than is set forth in the Allocation Report or any more favorable to Seller than is proposed in the Allocation Objections Statement. The costs, expenses and fees of the Referee shall be so adjusted (borne by the Allocation, including party whose calculation of the adjustment, if any, to be referred to allocation has the greatest difference from the final allocation as determined by the "Final Allocation")Referee under this Section 2.6. The fees parties shall report, act 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 Federal, state, local and foreign their respective Tax Returns, Returns in accordance with such Final Allocation allocation and any adjustments thereto and shall not take any position or action inconsistent with such allocation and any adjustments thereto, except to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance extent required to complete Form 8594, or compute Taxes arising in connection with (the resolution of a Tax audit or otherwise affected by) the transactions contemplated hereundersimilar proceeding. Each of Buyer and Seller Seller’s Representative shall timely notify and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare the other Party allocation and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationany adjustments thereto.

Allocation of Purchase Price. The Debtors and Buyer shall deliver to Seller at Closing a preliminary allocation among agree that the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis Transactions will be treated as an asset acquisition for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following . Within thirty (30) calendar days after the Closing (but in any event within 10 Business Days following Date, the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller provide a final proposed 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 Transferred Assets (the "“Purchase Price Allocation")”) to the Debtors. The Such proposed Purchase Price Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations 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 final and binding on the regulations thereunder Parties unless, within thirty ("Applicable Law")30) calendar days after Buyer provides such proposed Purchase Price Allocation, the Debtors notify Buyer of their disagreement with any material item in such proposed allocation. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause In the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery event of such proposed changesnotification, the Debtors and Buyer shall provide Seller with a statement of any objections negotiate in good faith to resolve such proposed changesdispute; provided, together with a reasonably detailed explanation however, that if the Debtors and Buyer cannot resolve such dispute within thirty (30) calendar days then they shall be entitled to file separate allocations. Any allocation of the reasons therefor. If Purchase Price agreed to pursuant to this section shall be binding on Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections the Debtors for all Tax reporting purposes except that neither Party shall be referred unreasonably impeded in its ability and discretion to the Accountantsnegotiate, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Lawcompromise and/or settle any Tax audit, claim, or similar proceedings. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Purchase Price Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to for tax purposes only and shall not be referred to as the "Final Allocation"). The fees and disbursements an allocation of the Accountants attributable Purchase Price among the Debtors for purposes of distributions under the Plan, nor shall the Purchase Price Allocation have any effect on any other distribution or disbursement of monies to secured or unsecured creditors in any of 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationBankruptcy Cases.

Allocation of Purchase Price. Not later than 20 days following determination of the Closing Net Working Capital, Buyer shall deliver to Seller at Closing a preliminary allocation among statement (the Auctioned Assets of “Allocation Statement”), allocating the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for (plus the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination liabilities of the Adjustment Amount), Buyer shall prepare and deliver MPP 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 extent properly taken into account under Section 1060 of the Code and Code) among the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared assets of MPP in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law")Code. If within 20 days after the delivery of the Allocation Statement Seller so determinesnotifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefordays. If Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain a mutually satisfactory nationally recognized accounting firm (which firm shall not have any material relationship with Buyer or Seller) (the “Tax Allocation Referee”) to resolve the disputed objections within 10 Business Days thereafteritems. Notwithstanding anything to the contrary herein, such objections Buyer and Seller (and the Tax Allocation Referee, if applicable) shall resolve all disputed items no later than 60 days following the date on which Closing Net Working Capital is determined. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be referred adjusted to the Accountants, whose review will be limited to whether Buyer's Allocation of reflect such disputed items regarding the Allocation was prepared in accordance with Applicable Lawresolution. The Accountants costs, fees and expenses of the Tax Allocation Referee shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared borne equally by Buyer and Seller. Each Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. Seller and Buyer agree to (i) be bound by the Allocation Statement and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, (ii) act in accordance with such Final the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing Form 8594 with its federal income Tax Return for the taxable year that includes the Closing Date). Not later than the earlier of (A) 90 days following the Closing Date and (B) 30 days prior to report the transactions contemplated by filing of their respective Forms 8594 relating to this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees transaction, each party shall deliver to promptly provide the other party with any additional information and reasonable assistance required to complete a copy of its Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocation.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax For Tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final an allocation of the Purchase Price Price, plus the Assumed Liabilities to the extent treated as purchase price consideration for income Tax purposes and additional all other amounts treated as purchase price consideration described in for income Tax purposes (such total amount, the preceding clause, and the post-closing adjustment pursuant to Section 3.02, “Tax Consideration”) among the Auctioned Purchased Assets (as of the "Allocation"). The Allocation shall be consistent Closing Date in accordance with the methodologies set forth on Schedule 2.8 and Section 1060 of the Code and the Treasury Regulations thereunderthereunder and any similar provision of state or local Law, as applicable (the “Allocation Schedule”); provided that (i) no amount of the Tax Consideration shall be allocated to the non-competition and other restrictive covenants hereunder (including pursuant to Section 6.10) and (ii) Purchased Assets that are subject to the 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 delivered to Seller within one hundred and twenty (120) days following the Closing Date. Seller hereby agrees will deliver written notice of any comments to accept Buyer's the draft Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 Schedule within thirty (30) days of the Code and the regulations thereunder ("Applicable Law")Seller’s receipt thereof. If Seller so determinesdoes not deliver such written notice within such thirty (30) day period, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation Schedule as drafted by Buyer shall become final and binding on the parties hereto. If Seller delivers written notice of comments to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of the draft Allocation Schedule within such proposed changesthirty (30) day period, Buyer shall provide and Seller with a statement of agree to use good faith efforts to resolve any objections to such proposed changes, together with a reasonably detailed explanation of disputes regarding the reasons thereforAllocation Schedule. If Buyer and Seller are unable to resolve any agree upon the final Allocation Schedule within thirty (30) days following receipt by Buyer of Seller’s written notice of comments, then either Buyer or Seller shall have the right to cause the disputed objections within 10 Business Days thereafter, such objections shall items to be referred submitted to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto Independent Accounting Firm for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returnsresolution, in accordance with such Final the 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 writing to the 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 report furnish each other with such information as is reasonably requested by the transactions contemplated by this Agreement other party, for Federal Income 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 other tax purposes Tax Returns in a manner that is consistent with the Final AllocationAllocation Schedule, as finally determined pursuant to this Section 2.8, including in preparing and filing IRS Form 8594 or any comparable form under other applicable Tax Law, and no party shall take any position for Tax purposes in any forum that is inconsistent therewith, unless otherwise required by a “determination” as defined in Code Section 1313 and corresponding provisions of other applicable Law. Each Seller and Buyer shall cooperate in good faith to update the allocation of Buyer the Tax Consideration among the Purchased Assets in accordance with the provisions of this Section 2.8 and Seller agrees Schedule 2.8 (including the dispute resolution mechanisms in this Section 2.8) to account for any 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 the challenge shall promptly provide notice to the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationparties.

Allocation of Purchase Price. Buyer shall deliver The parties to Seller at Closing a preliminary allocation among the Auctioned Assets of this Agreement agree ----------------------------- to allocate the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for accordance with the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination rules under Section 1060 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 clauseCode, and the post-Treasury Regulations promulgated thereunder. Such allocation shall be based on the fair market value of the Acquired Assets. The Assuming Bank agrees to provide Seller with a schedule allocating the Acquired Assets 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 determined by a nationally recognized independent appraiser selected by Seller and reasonably acceptable to the Assuming Bank. The fees and expenses of such appraiser shall be borne equally by the Assuming Bank and Seller. Seller and the Assuming Bank agree to act in accordance with the computations and allocations contained in the schedule as finally agreed or determined by such independent appraiser (including any modifications thereto reflecting any post- closing adjustment adjustments) in any relevant Tax Returns or similar filings (including any forms or reports required to be filed pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and or the Treasury Regulations thereunderpromulgated thereunder ("1060 Forms")) and to file such 1060 Forms in the manner required by applicable law. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared and the Assuming Bank will promptly notify each other in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement 14.6 of any objections challenge by any tax authority to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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, computations or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationallocations.

Allocation of Purchase Price. Subject to the provisions of this Section 2.06, Buyer shall deliver prepare a schedule (the “Purchase Price Allocation Schedule”) allocating an amount equal to Seller at Closing a preliminary allocation the payments made (including the Cash Consideration and the Issued Shares), and expenses incurred and Liabilities deemed assumed, in connection with this Agreement that is treated as the purchase price for U.S. federal income Tax purposes (the “Tax Purchase Price”) among the Auctioned Assets assets deemed to be purchased by Buyer pursuant to this Agreement. The entire Tax Purchase Price and any adjustment thereto will be allocated for all U.S. federal income Tax purposes among the assets of the Company Entities. Such allocation shall be consistent with the provisions of Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state or local Laws, as applicable, as well as the respective purchase price values associated with the assets acquired by the Company Entities’ pursuant to their exercise of the rights to purchase set forth in Section 7.4 of the Company Ground Lease Agreement and Section 16 of the Company Personal Property Lease Agreements. Buyer shall adjust the Purchase Price Allocation Schedule from time to time to account for any adjustments to the Purchase Price provided in this Agreement, which adjusted Purchase Price Allocation Schedule shall be provided in draft form and finalized as provided in Section 2.06(b). The Parties shall take no position contrary to the Purchase Price Allocation Schedule in any Tax Return or other Tax filing or proceeding; provided, however, that nothing contained herein shall prevent Buyer, Seller or their respective Affiliates from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Purchase Price Allocation Schedule, and among such other consideration paid none of Buyer, Seller or their respective Affiliates shall be required to Seller litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging the Purchase Price Allocation Schedule; provided further that it will not be inconsistent with the Purchase Price Allocation Schedule for (i) Buyer’s cost for the assets deemed purchased by Buyer pursuant to this Agreement to differ from the total amount allocated in the Purchase Price Allocation Schedule to reflect capitalized acquisition costs not included in the Tax Purchase Price, (ii) the amount realized by Seller to differ from the Tax Purchase Price to reflect transaction costs that is properly includible in reduce the amount realized for U.S. federal income Tax purposes and (iii) Buyer's tax basis for ’s and Seller’s cost and amount realized, respectively, to differ from the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver Tax Purchase Price to Seller a final allocation of take into account differences between the Purchase Price and additional consideration described in the preceding clauseTax Purchase Price, and any other payments to Seller treated as purchase price for the post-closing adjustment assets deemed purchased by Buyer pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto this Agreement for all U.S. federal income Tax purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable any adjustments 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the transactions contemplated foregoing hereunder. Each In the event that the Purchase Price Allocation Schedule is disputed by any Governmental Authority, the Party receiving notice of Buyer and Seller such dispute shall timely promptly notify the other Party hereto concerning the existence and each shall timely provide the other Party with reasonable assistance in the event resolution of an examination, audit or other proceeding regarding the Final Allocationsuch dispute.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price (i) No later than one-hundred and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable twenty (120) days following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Closing, Buyer shall prepare and deliver provide to Seller Seller, for its review, a final draft allocation statement that provides the manner in which the sum of the Estimated Purchase Price and additional consideration described in all other items required to be taken into account for U.S. federal income Tax purposes with respect to the preceding clausepurchase and sale of the Securities (including the Liabilities of the Company) (collectively, the “Total Tax Consideration”) shall be allocated among the assets of the Company and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 covenants of the Code and the Treasury Regulations thereunder. Seller hereby agrees Selling Parties set forth in Section 6.3, which is intended to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared be in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesapplicable Treasury Regulations, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, any applicable state, local and foreign Tax Returns, in accordance with such Final Law (the “Tax Allocation and to report the transactions contemplated by this Agreement for Federal Income Statement”). The Tax and all other tax purposes Allocation Statement shall be allocated in a manner consistent with the Final Allocationsample allocation methodology attached hereto as Exhibit D. Seller shall have the right to object to any portion of the Tax Allocation Statement by written notice to Buyer. Each If Seller does not object to the Tax Allocation Statement by written notice to Buyer within thirty (30) days after receipt by Seller of the Tax Allocation Statement, then the Tax Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such Tax Allocation Statement shall be subject to adjustment upon and as a result of any adjustment to the amounts used to determine the allocations used to prepare the Tax Allocation Statement under this Agreement. If Seller objects to the Tax Allocation Statement, it shall notify Buyer in writing of its objection to the Tax Allocation Statement and Seller agrees to promptly provide shall set forth in such written notice the other party with any additional information disputed item or items and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of basis for its objection and Buyer and Seller shall timely notify act in good faith to resolve any such dispute for a period of thirty (30) days thereafter. If, within thirty (30) days of Seller’s delivery of a valid written notice of objection to the Tax Allocation Statement, Buyer and Seller have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be resolved by the accountants in accordance with the dispute resolution mechanism set forth in Section 2.6(c), whose determination shall be binding upon the parties. In the event that any adjustment to the Estimated Cash Consideration is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall promptly provide Seller a revised Tax Allocation Statement and the principles of this Section 6.4(i)(i) shall apply to each such revised Tax Allocation Statement. (ii) Each of the parties hereto and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), prepare and file all income Tax Returns, including all IRS Forms 8594 and any other Party and each shall timely provide appropriate income Tax Returns or forms, in a manner consistent with the other Party Tax Allocation Statement, as finally determined pursuant to this Section 6.4(i) (subject to adjustment in accordance with reasonable assistance this Section 6.4(i) in the event of an examination, audit or other proceeding regarding any adjustment to the Final AllocationTotal Tax Consideration).

Allocation of Purchase Price. Buyer and Sellers shall deliver use their good faith best efforts to Seller at Closing a preliminary agree upon an allocation among the Auctioned Acquired Assets of the sum of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 Assumed Liabilities consistent with Section 1060 of the Code and the Treasury Regulations thereunderthereunder within sixty (60) days after the Closing Date (or such later date as the Parties may mutually agree). Seller hereby agrees Buyer and Sellers may jointly agree to obtain the services of an independent engineer or appraiser (the “Independent Appraiser”) to assist the Parties in determining the fair value of the Acquired Assets solely for purposes of such allocation under this Section 2.7. If such an appraisal is made, Buyer and Sellers agree 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written Independent Appraiser’s determination of the proper allocation fair value of such disputed items within 20 Business Daysthe Acquired Assets. Such determination The cost of the appraisal shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared borne equally by Buyer and SellerSellers, such that Buyer shall pay fifty percent (50%) of such cost and Sellers collectively shall pay fifty percent (50%) of such cost. Each of Buyer and Seller agrees Sellers agree to timely file Internal Revenue Service Form 8594 (“Form 8594, ”) and all Federalfederal, state, local and foreign Tax Returns, Returns in accordance with such Final Allocation agreed allocation (giving effect to mutually-agreed upon adjustments as a result of adjustments to the Closing Purchase Price pursuant to Section 2.6 and to Section 2.8). Each of Buyer and Sellers shall report the transactions contemplated by this Related Purchase Agreement and the Ancillary Agreements for Federal federal Income Tax and all other tax Tax purposes in a manner consistent with the Final Allocationallocation, if agreed-upon or determined by the Independent Appraiser in each case pursuant to this Section 2.7. In each case, each of Buyer and Sellers agree to provide the other promptly with any other information required to complete Form 8594. Each of Buyer and Seller agrees to promptly Sellers shall notify and provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationagreed upon allocation of the Purchase Price.

Allocation of Purchase Price. Buyer (a) Within sixty (60) days after the Settlement Date, the Purchaser shall deliver provide a schedule to Seller at Closing a preliminary allocation the Sellers allocating the Purchase Price (and all relevant Assumed Liabilities) (the “Purchase Price Allocation Schedule”) among the Auctioned Purchased Assets in accordance with Code section 1060. Such allocation will be based on an appraisal to be performed by an independent, licensed appraiser selected and paid for solely by the Purchaser. The Sellers shall have thirty (30) days to review and approve or dispute the Purchase Price Allocation Schedule (which approval shall not be unreasonably withheld). If the Sellers dispute any portion of the Purchase Price Allocation Schedule within such thirty (30) day period, the parties shall cooperate in good faith to resolve such dispute. To the extent the parties are unable to resolve such dispute, the dispute, shall be resolved in accordance with the dispute resolution mechanics set forth in Section 2.05(d) (mutatis mutandis). Each party hereto agrees for all Tax reporting purposes (including for purposes of filing of an IRS Form 8594) to report the transactions consistently with the allocation set forth on the Purchase Price Allocation Schedule (as agreed upon by the Sellers or otherwise resolved in accordance with this Section 2.10). The parties hereto shall make appropriate adjustments to the allocations on the Purchase Price Allocation Schedule to reflect any adjustments to the Purchase Price. (b) The Sellers and among such other consideration the Purchaser agree that the Purchase Price Allocation Schedule shall be prepared in accordance with Brampton Plant Appraisal (as defined below) and that the amount set forth on the Purchase Price Allocation Schedule with respect to the Brampton Plant shall constitute the portion of the Purchase Price (after being reduced to reflect any Assumed Liabilities which are liabilities of Smurfit Canada) paid to Seller pursuant to Smurfit Canada for the Purchased Assets it is conveying under this Agreement that is properly includible in Buyer's tax basis and the balance of the Purchase Price shall constitute the portion of the Purchase Price paid for the Auctioned Purchased Assets SSCE is conveying under this Agreement. (c) The Purchaser shall obtain, at the Purchaser’s sole expense, a separate appraisal of the tangible assets consisting of the Brampton Plant (the “Brampton Plant Appraisal”) and shall deliver the results of such appraisal to the Sellers for Federal income tax purposesSellers’ review and approval in accordance with the procedures set forth in Section 2.10(a); provided, andhowever, the Purchaser shall use commercially reasonable efforts to obtain the Brampton Plan Appraisal prior to the Closing Date, and Sellers shall use their commercially reasonable efforts to approve the amounts set forth in the Brampton Plant Appraisal prior to the Closing Date. If the Purchaser or Sellers are unable, after using commercially reasonable efforts to complete and approve the Brampton Plant Appraisal prior to the Closing Date, the Purchaser and Sellers shall use commercially reasonable efforts to complete and approve the Brampton Plant Appraisal in accordance with the procedures set forth in Section 2.10(a) as soon as practicable following the Closing (but in Date. In no event shall any event within 10 Business Days following failure to obtain 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 Section 1060 of the Code and the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred Brampton Plant Appraisal prior to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent Closing Date delay or interfere with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationClosing.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among The Parties agree that the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 Asset Consideration shall be consistent allocated in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. The Parties agree that Landcadia shall prepare and provide to Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 Parent a draft allocation of the Code and Asset Consideration among the regulations thereunder Purchased Assets within ninety ("Applicable Law")90) days after the Closing Date. If Seller so determines, Seller Parent shall notify Landcadia within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery thirty (30) days of receipt of such proposed changes, Buyer shall provide Seller with a statement draft allocation of any objections objection Seller Parent may have thereto. Unless Seller Parent delivers a notice of objection with respect to such proposed changes, together with a reasonably detailed explanation the allocation of the reasons therefor. If Buyer and Asset Consideration by the conclusion of such thirty (30) day period, the draft allocation provided by Landcadia to Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred Parent pursuant to the Accountants, whose review will be limited to whether Buyer's Allocation second sentence of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants this Section 2.6 shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive become final and binding upon the parties hereto for all purposesParties. Landcadia and Seller Parent agree to resolve any disagreement with respect to such allocation in good faith. If Landcadia and Seller Parent are unable to timely resolve such disagreement within thirty (30) days following the delivery of such a notice of objection, then any remaining disputed matters shall be finally and conclusively determined by a mutually agreed independent accounting firm, the fees and expenses of which shall be paid by Landcadia and Seller Parent in a manner determined by such accounting firm. In addition, the Parties hereby undertake and 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 connection with the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements preparation 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 85948594 as such Form relates to the Purchased Assets. No Party shall file any Tax Return or other document or otherwise take any position which is inconsistent with an agreed allocation determined pursuant to this Section 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 all Federalany discussion, stateproposal or submission with respect to, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationchallenge.

Allocation of Purchase Price. Within thirty (30) days following the Closing Date, Buyer shall deliver to Seller at Closing shall: (a) prepare a preliminary proposed allocation among the Auctioned Assets (for all U.S. federal income Tax purposes) of the Purchase Price (including the Assumed Liabilities (and among such all other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amountcapitalized costs), 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 Acquired Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations 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 Treasury regulations thereunder ("Applicable Law"the “Proposed Allocation”); and (b) deliver the Proposed Allocation to Seller for its review and comment along with all information Seller reasonably requests in connection with its review of the Proposed Allocation. If, within fifteen (15) days after Buyer delivers the Proposed Allocation to Seller, Seller does not deliver a written objection to the Proposed Allocation to Buyer, the Proposed Allocation shall be considered to have been approved by Seller and shall become the (“Agreed Allocation”). If Seller so determinesdoes deliver an objection to the Proposed Allocation in the manner provided above, Buyer and Seller shall within 20 Business Days thereafter propose any changes necessary negotiate in good faith to cause the agree upon an Agreed Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesand, 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 if Buyer and Seller are unable to resolve any disputed objections reach agreement within 10 Business Days thereafterthirty (30) days after Seller delivers such written objection to Buyer as described above, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer shall submit the dispute to a written determination mutually agreed independent firm of certified public accountants, whose decision shall be final and shall become the proper allocation of such disputed items within 20 Business DaysAgreed Allocation. Such determination independent firm shall be conclusive selected by mutual agreement of Seller and binding upon the parties hereto for all purposesBuyer, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements costs of the Accountants attributable to the Allocation such independent firm shall be shared equally by Seller and Buyer. Seller and Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594shall not, and all Federalshall cause their respective Affiliates not to, statetake any position on any Tax Return, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with any Tax Claim, or for any other Tax purpose, that is inconsistent with the allocation set forth in Agreed Allocation unless required by Law (or otherwise affected bywhich for federal income Tax will be presumed to be a “final determination” as defined in Section 1313(a) of the 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 the event of an examination, audit or other proceeding regarding the Final AllocationCode).

Allocation of Purchase Price. Buyer The Tax Purchase Price shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Acquired Assets of and the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible covenant contained in Buyer's tax basis for Section 10.2 as follows: (i) the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer Parent shall prepare and deliver to Seller the Buyer, within thirty (30) days following the Closing Date, a final schedule setting forth a proposed allocation of the Tax 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")Acquired Assets. The Allocation Buyer shall be consistent with Section 1060 of deliver to the Code and the Treasury Regulations 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 Parent, within thirty ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following 30) days after delivery of such proposed changesallocation schedule, either a notice indicating that the Buyer shall provide Seller with accepts such allocation schedule or a statement of any detailing its objections to such proposed changesallocation schedule. If the Buyer delivers to the Parent a notice accepting the Parent’s allocation schedule, together with or if the Buyer does not deliver a reasonably detailed explanation written objection within such thirty (30)-day period, then, effective as of either the date of delivery of such notice of acceptance or as of the reasons thereforclose of business on such thirtieth (30th) day, such allocation schedule shall be deemed to be accepted by the Buyer. If the Buyer timely objects to the Parent’s schedule and the Buyer and Seller are unable to resolve any disputed objections the Parent cannot reach agreement on such allocation within 10 Business Days thereafterfifteen (15) days following the date that the Buyer notified the Parent of the objection, then the Buyer and the Parent shall jointly engage the Accountant. If the Accountant determines that the allocation schedule provided by the Parent was reasonable, such objections allocation schedule shall be referred final. If the Accountant determines that the allocation schedule provided by the Parent was unreasonable, the Accountant shall prepare the allocation schedule based upon its appraisal of the fair value of the Acquired Assets and the covenant set forth in Section 10.2 among which the Tax Purchase Price is to be allocated. The Buyer and the Parent agree to provide to the Accountants, whose review will be limited to whether Buyer's Allocation Accountant such information as the Accountant may reasonably request in connection with the preparation of such disputed items regarding schedule and shall request that the Allocation Accountant prepare and deliver to the Parent and the Buyer such allocation schedule as promptly as practicable. If the Accountant determines that the allocation schedule provided by the Parent was reasonable, then the fees and expenses of the Accountant shall be borne by the Buyer and if the Accountant determines that the allocation schedule provided by the Parent was unreasonable, then the fees and expenses of the Accountant shall be borne by the Sellers. (ii) All Tax Returns and reports filed by the Buyer and the Sellers shall be prepared in accordance consistently with Applicable Lawsuch allocation, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code. The Accountants parties shall be instructed make jointly the necessary elections and execute and file, within the prescribed times therefor, the prescribed election forms and any other documents required to deliver give effect to Seller the foregoing and Buyer also prepare and file all of their respective Tax Returns in a written determination manner consistent with such elections. The resolution by the Accountant of the proper allocation of such disputed items within 20 Business Days. Such determination matters set forth in this Section 1.2(b) shall be conclusive and binding upon the parties hereto for all purposes, Buyer and the Allocation Sellers. The Buyer and the Sellers agree that the procedure set forth in this Section 1.2(b) for resolving disputes with respect to the allocation of the Tax Purchase Price shall be so adjusted (the Allocationsole and exclusive method for resolving any such disputes; provided, including the adjustment, if any, however that this provision shall not prohibit either Party from instituting litigation to be referred to as the "Final Allocation"). The fees and disbursements enforce any ruling 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 Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final AllocationAccountant.

Allocation of Purchase Price. Buyer shall deliver to (a) The total amount realized by Seller at Closing a preliminary allocation among for federal income Tax purposes in connection with the Auctioned Assets sale of the Purchase Price and among such other consideration paid to Seller Acquired Assets pursuant to this Agreement that is properly includible in Buyer's tax basis for (the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in 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 “Total Tax Consideration”) will be allocated 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 manner required by Section 1060 of the Code and among the Treasury Regulations thereunderAcquired Assets. Seller hereby agrees The Parties agree to accept Buyer's allocate the Total Tax Consideration pursuant to the Allocation unless Seller determines that such Schedule. The Allocation was not Schedule (the “Allocation Schedule”) shall be prepared in accordance with Section 1060 of the Code Code. Buyer shall prepare the Allocation Schedule and deliver a copy to Seller within one hundred twenty (120) days following the regulations thereunder ("Applicable Law")Closing Date. If Seller so determines, Seller shall within 20 Business Days thereafter propose review such Allocation Schedule and provide any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any written comments or objections to such proposed changesBuyer within thirty (30) days after the receipt thereof, together with a reasonably detailed explanation of the reasons therefor. If and Buyer and Seller may accept any written comments or objections that are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether reasonable in Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to ’s discretion. (b) Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon bound by the parties hereto Allocation Schedule for all purposes, Tax purposes and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer cause their Affiliates to) (i) prepare and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Returns in a manner consistent with the Final Allocation. Each Allocation Schedule, including an amended Form 8594 required to be filed to reflect any subsequent adjustments to the Total Tax Consideration, and (ii) take no position inconsistent with the Allocation Schedule in any Tax Return, any proceeding before any taxing authority or otherwise; provided, however, that if, in any audit of any Tax Return or other proceeding relating thereto, the amount of the Total Tax Consideration or the fair market values of the Acquired Assets are finally determined by a taxing authority to be different from the values used in determining the allocation shown on the Forms 8594, as most recently amended, Buyer and Seller agrees to and their respective Affiliates may (but shall not be obligated to) take a position or action consistent with such amount or values as finally determined in such audit. In the event that the Allocation Schedule is disputed by any taxing authority, the Party receiving notice of such dispute shall promptly provide notify and consult with the other party with any additional information Parties and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify keep the other Party and each shall timely provide the other Party with reasonable assistance in the event Parties apprised of an examination, audit or other proceeding regarding the Final Allocationmaterial developments concerning resolution of such dispute.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable Within one hundred twenty (120) days following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Closing, Buyer shall prepare and deliver deliver, or cause to Seller a final be prepared and delivered, to Seller, an allocation of the Initial Purchase Price and additional consideration described in among the preceding clause, assets of the Company and the postDivision Entities and the non-closing adjustment pursuant to competition covenant set forth in Section 3.02, among the Auctioned Assets 5.11 hereof (the "Allocation"). The Allocation shall be consistent with Section 1060 If, within thirty (30) Business Days of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 receipt of the Code Allocation, Seller notifies Buyer that it disagrees with the Allocation and provides Buyer with a notice setting out in reasonable detail the regulations thereunder reasons for its disagreement (the "Applicable LawAllocation Dispute Notice"). If , then Seller so determines, Seller and Buyer shall attempt to resolve their disagreement within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 ten (10) Business Days following delivery Buyer's receipt of such proposed changesSeller's Allocation Dispute Notice; otherwise, the Allocation shall become the "Final Allocation." If Seller and 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 resolve any their disagreement, the disputed objections within 10 Business Days thereafter, such objections items set forth in the Allocation Dispute Notice shall be referred submitted to the AccountantsIndependent Accounting Firm, whose review will expense shall be limited to whether borne equally by Seller and Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants Independent Accounting Firm shall be instructed to deliver determine and report in writing to Seller and Buyer a written as to its determination of all disputed matters submitted to the proper allocation Independent Accounting Firm and the effect of such disputed items determinations on the Allocation within 20 ten (10) Business Days. Such determination Days after such submission, and such determinations shall be final, binding and conclusive as to Seller, Buyer and binding upon the parties hereto for all purposes, 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 be so adjusted (the Allocation, including the adjustment, if any, limit its review to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to matters specifically set forth in the Allocation Dispute Notice as a disputed item (other than those items thereafter resolved by mutual written agreement of Seller and Buyer) and (ii) shall be shared equally 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 Buyer and or Seller’s Allocation Dispute Notice delivered pursuant to this Section 6.1(b). Each of Seller and Buyer and Seller agrees to timely file Internal Revenue Service Form 8594shall have the right, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocation.within five [Washington DC #361873 v9] 47

Allocation of Purchase Price. Buyer (a) Echo shall deliver to Seller at Closing a preliminary prepare an allocation among in accordance with Code § 1060 and the Auctioned Assets applicable Treasury Regulations thereunder of the Purchase Price (plus liabilities of the Company and among capitalized costs, to the extent such liabilities and other consideration paid amounts should be included in the purchase price for federal income Tax purpose) allocable to the assets of the Company (the “Draft Purchase Price Allocation”) for approval by Seller, which Draft Purchase Price Allocation, upon such approval, shall be binding upon Echo and Seller and shall be referred to as the “Final Purchase Price Allocation”. The Draft Purchase Price Allocation will be provided by Echo to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but Closing, and Seller shall inform Echo in any event writing within 10 Business Days following days of receiving the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Draft Purchase Price and additional consideration described in Allocation whether Seller approves the preceding clause, and Draft Purchase Price Allocation or does not approve the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Draft Purchase Price Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees shall provide such information as Echo may reasonably request to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance assist Echo with Section 1060 of preparing the Code and the regulations thereunder ("Applicable Law")Draft Purchase Price Allocation. If Seller so determinesapproves the Draft Purchase Price Allocation within the 10-day period, or Seller fails to provide written notice to Echo that Seller objects to the Draft Purchase Price Allocation within the 10-day period, then the Draft Purchase Price Allocation shall become the Final Purchase Price Allocation. If Seller provides Echo a written objection to the Draft Purchase Price Allocation within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller 10-day period (together with a statement of any explaining Seller’s particular objections to the Draft Purchase Price Allocation along with Seller’s reasons for any objections), then the Draft Purchase Price Allocation shall not become the Final Purchase Price Allocation at such proposed changestime, together with and Echo and Seller shall cooperate in good faith for a reasonably detailed explanation period of the reasons therefor30 days to resolve their differences. If Buyer Echo and Seller resolve their differences within such 30-day period, the Draft Purchase Price Allocation, as amended to reflect any changes agreed upon by Echo and Seller, shall become the Final Purchase Price Allocation. If Echo and Seller are unable to resolve any disputed objections their differences within 10 Business Days thereaftersuch 30-day period, such objections Echo and Seller and their respective Affiliates shall be referred entitled to allocate the Purchase Price to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination assets of the proper allocation of Company in such disputed items within 20 Business Days. Such determination manner as each independently determines is reasonable. (b) Echo, the Seller, their Affiliates and any other applicable Persons (each a “Tax Filing Party”) shall be conclusive and binding upon file all Tax Returns including IRS Form 8594, consistent with the parties hereto for all purposes, and the Allocation shall be so adjusted (the Final Purchase Price Allocation, including if any. None of the adjustmentTax Filing Parties shall take any income Tax position inconsistent with the Final Purchase Price Allocation, if any, or agree to be referred any proposed adjustment to the Final Purchase Price Allocation, if any, by any Governmental Authority without first giving Echo or Seller, as the "Final Allocation"). The fees and disbursements applicable, prior written notice; provided, however, that nothing contained herein shall prevent a Tax Filing Party from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Accountants attributable to the Final Purchase Price Allocation Schedule, if any, and no Tax Filing Party shall be shared equally required to litigate before any court any proposed deficiency or adjustment by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with any Governmental Authority challenging such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Purchase Price 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 connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding the Final Allocationif any.

Allocation of Purchase Price. Seller and Buyer shall deliver agree to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid work in good faith to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final agree upon an allocation of the Estimated Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (assets of Erie and Cxxx Street and among the "Allocation"). The Allocation shall be consistent with Section 1060 assets of each successor to OPNY GX XX, OPOS Coldwater or OPOS Cxxx Street, following any of the Code and OPNY Corporate Reorganization or the Treasury Regulations 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 ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed 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 resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The 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 Federal, state, local and foreign Tax ReturnsOPOS Corporate Reorganization, in accordance with such Final Allocation and to report applicable Treasury Regulations, within 30 days after the transactions contemplated by signing of this Agreement for Federal Income Tax (the “ESTIMATED PURCHASE PRICE ALLOCATION”). Not later than 30 days after the determination of the Final Purchase Price, Seller and all other tax purposes Buyer shall further agree upon the allocation of any adjustments resulting from such determination, with such adjustments to be made in a manner consistent with the Estimated Purchase Price Allocation and in accordance with applicable Treasury Regulations (as adjusted, the “FINAL PURCHASE PRICE ALLOCATION”). Buyer and Seller shall work in good faith to resolve any disagreements regarding the Estimated Purchase Price Allocation and the Final Purchase Price Allocation. If the Parties fail to agree within such respective 30-day periods upon either the Estimated Purchase Price Allocation or 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. The fees and expenses of such accounting firm shall be borne equally by Seller, on the one hand, and Buyer, on the other hand. Seller and Buyer shall each prepare and timely file IRS Form 8594 “Asset Acquisition Statement Under Section 1060” and any other statements or forms prescribed under federal, state, local or foreign 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 (including for purposes of assigning values to the Purchased Assets in connection with an election under Section 754 of the Code) that is inconsistent with the Final Purchase Price Allocation. Each of Seller and Buyer and Seller agrees to promptly provide the other party promptly with any additional information and reasonable assistance required to complete Form 85948594 and any other Tax forms prescribed under applicable federal, state, local or compute Taxes arising in connection with (or otherwise affected by) the 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 the event of an examination, audit or other proceeding regarding foreign Tax Law to report the Final Purchase Price Allocation.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary (a) Following the Closing, the Representative will prepare an allocation among the Auctioned Assets of the Closing Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis (as determined for the Auctioned Assets for Federal U.S. federal income tax purposes, and, as soon as practicable following ) and all other capitalized costs and items required under the Closing Code among the Applicable Subsidiaries and the Purchased Assets (but in any event within 10 Business Days following including the final determination assets of the Adjustment Amount), Buyer shall prepare Salient-Owned Subsidiaries) and deliver to Seller a final allocation the assets of the Purchase Price and additional consideration described Applicable Subsidiaries in accordance with 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 principles of Section 1060 and Section 755 of the Code and the Treasury Regulations thereunderthereunder and any similar provision of state, local or non-U.S. Law, as appropriate (the “Tax Allocation Statement”). Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 The Representative will deliver an initial draft of the Code Tax Allocation Statement to Purchaser within ninety (90) days following the Closing Date for Purchaser’s review and the regulations thereunder ("Applicable Law")comment. If Seller so determinesPurchaser disagrees with the Tax Allocation Statement, Seller Purchaser shall notify Sellers the in writing of such disagreement within 20 Business Days thereafter propose any changes necessary to cause thirty (30) days after the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following Seller’s delivery of the Tax Allocation Statement. The Sellers and Purchaser shall negotiate in good faith to resolve any such proposed changes, Buyer disagreement and shall provide Seller with a statement of amend the Tax Allocation Statement to reflect any objections resolution agreed to such proposed changes, together with a reasonably detailed explanation of in writing. (b) If the reasons therefor. If Buyer Representative and Seller Purchaser are unable to resolve any agree on a final allocation within fifteen (15) days after the delivery of Purchaser’s objection to the Tax Allocation Statement, the Representative and Purchaser shall instruct the Accounting Firm or such other nationally recognized tax advisor acceptable to Purchaser and the Representative (the “Tax Matters Accounting Firm”) to use its best efforts to determine a final allocation as promptly as possible and in no event later than twenty (20) days after submission of the matter to the Tax Matters Accounting Firm. Only disputed objections within 10 Business Days thereafter, such objections items relating to the Tax Allocation Statement shall be referred submitted to the AccountantsTax Matters Accounting Firm for review. All determinations of the Tax Matters Accounting Firm relating to the disputed items, whose review will including, if necessary, based on a valuation of any of the Purchased Assets, absent fraud, shall be limited to whether Buyer's Allocation of such disputed items regarding final and binding on the Allocation was prepared in accordance with Applicable LawParties and shall produce a final allocation. The Accountants fees and expenses of the Tax Matters Accounting Firm shall be instructed borne one-half by the Sellers and one-half by Purchaser. Any final allocation agreed or otherwise determined pursuant to deliver this Section 1.12(b) shall be the “Final Tax Allocation Statement” for purposes of this Agreement. The Final Tax Allocation Statement shall be binding on Purchaser and the Sellers and their respective Affiliates. (c) The Final Tax Allocation Statement, as finally determined pursuant to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall this Section 1.12, will be conclusive and binding upon on the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation")Parties. The fees Parties agree to (and disbursements will cause their respective Affiliates to) report, act and file in accordance with the Final Tax Allocation Statement in any relevant Tax Returns or Tax filings and to cooperate in the preparation of any such Tax forms. The Parties will promptly advise one another of the Accountants attributable existence of any Tax audit, controversy, litigation or other Tax proceeding related to the Final Tax Allocation shall be shared equally by Buyer and SellerStatement. Each None of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign the Parties will take any position (whether on any Tax Returns, in accordance any Tax proceeding or otherwise with such Final Allocation and respect to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent Taxes) that is inconsistent with the Final Allocation. Each Tax Allocation Statement except to the extent required by applicable Law or otherwise required pursuant to a “determination” within the meaning of Buyer and Seller agrees to promptly provide Section 1313(a) of the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with Code (or otherwise affected by) the transactions contemplated hereunder. Each any analogous provision of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examinationstate, audit local or other proceeding regarding the Final Allocationnon-U.S. Law).