Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. Seller shall prepare an allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

Allocation of Purchase Price. Appendix A sets forth the methodology for the allocation of the Purchase Price (and all other capitalized costs) among the Purchased Assets in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign Law, as appropriate), subject to any post-Closing adjustment to the Purchase Price provided in this Agreement (the “Allocation Schedule”). Within thirty (30) days after the final determination of the Closing Adjusted Working Capital and the Post-Closing Adjustment in accordance with Section 2.06(c), Buyer will deliver to Seller shall prepare an allocation of the Purchase Price among (the Liberation Assets “Post-Closing Allocation”) prepared in accordance with section 1060 the Allocation Schedule and reflecting any Post-Closing Adjustment in a manner consistent with the Allocation Schedule. On or before the thirtieth (30th) day following Seller’s receipt of the Internal Revenue Code of 1986Post-Closing Allocation, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply Seller shall provide Buyer with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision comments it may have with respect to all of Seller’s sales the Post-Closing Allocation. Such comments shall be considered in good faith by Buyer and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller will jointly agree in writing, such agreement not to be unreasonably withheld or delayed, on a writing signed by an authorized representative of both final Post-Closing Allocation which will be binding upon Buyer and Seller on an allocation of and their respective successors and permitted assigns (the Purchase Price for purposes of section 1060 of the Code“Final Allocation”). Buyer and Seller, then Seller and Buyer their respective Affiliates, shall report, act and file all income tax returns and franchise Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all Tax purposes consistent with such agreed allocationthe Final Allocation. As used Neither Buyer nor Seller shall take any position (whether in this Agreementaudits, “Tax” Tax Returns or “Taxes” shall meanotherwise) for income or franchise Tax purposes that is inconsistent with the Final Allocation, unless qualifiedrequired to do so by applicable Law. If there is an increase or decrease in consideration within the meaning of Section 1.1060-1(e)(1)(ii)(B) of the Treasury Regulations after the parties have completed the Final Allocation or have filed their initial IRS Form 8594, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles the parties shall allocate such increase or other taxes, fees, stamp taxes, duties, charges, levies decrease as required by and consistent with Section 1060 of the Code and the applicable Treasury Regulations and as agreed to by Buyer and Seller at the time of the applicable adjustment (such agreement not to be unreasonably withheld or assessments of any kind whatsoever (whether payable directly delayed). In the event the allocation is audited or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed disputed by any governmental entity having jurisdiction over taxing authority, the assessmentparty receiving notice thereof shall promptly notify the other party, determinationand each of Seller and Buyer shall provide each other with all documents, collection, forms and other information regarding the allocation of the Purchase Price as it may reasonably request in order to defend such audit or other imposition of any Taxdispute.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Seller shall prepare and deliver to Buyer an allocation of the Base Purchase Price and assumed obligations among the Properties in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”). Buyer shall have twenty (20) days from the receipt of the Purchase Price Allocation or any update thereto to review and comment on the Purchase Price Allocation. Seller and Buyer shall thereafter use commercially reasonable efforts to agree upon the Purchase Price Allocation. The Purchase Price Allocation shall be consistent with the allocation set forth on Annex A, taking into account any adjustments to the Base Purchase Price. Seller shall use commercially reasonable efforts to update the Purchase Price Allocation in a manner consistent with Section 1060 of the Code following any applicable adjustments to the Base Purchase Price pursuant to this Agreement. Seller shall provide Buyer with any such updated Purchase Price Allocation, and Buyer shall have thirty (30) days from the receipt of the Purchase Price Allocation or any update thereto to review and comment on such adjustments to the Purchase Price Allocation, after which Seller and Buyer shall reasonably agree on such adjustments. Seller and Buyer shall report the transactions contemplated hereby on all Tax Returns (including Form 8594 and all other information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code) in a manner consistent with such Purchase Price Allocation. (ii) If, notwithstanding Section 7.8(e)(i), Seller and Buyer do not agree on the Purchase Price Allocation or any adjustment thereto, Seller shall promptly engage a firm experienced in such matters and reasonably acceptable to Buyer, to conduct an appraisal and determine the fair market value of the Properties consistent with the allocation set forth on Annex A taking into account any adjustments to the Base Purchase Price. The cost of such appraisal shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Liberation Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) Properties and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with report the transactions contemplated hereby. To hereby on all Tax Returns (including Form 8594 and all other information returns and supplements thereto required to be filed by the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section parties under Section 1060 of the Code, then ) in a manner consistent with the values of the Properties as so appraised. (iii) Neither Seller and nor Buyer shall reporttake, act and file income tax returns consistent or shall permit any of their respective Affiliates to take, any position inconsistent with such agreed allocation. As used in this Agreement, “Tax” the allocation under Section 7.8(e) on any Tax Return or “Taxes” shall meanotherwise, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles required to do so by Applicable Laws or other taxes, fees, stamp taxes, duties, charges, levies or assessments a “determination,” within the meaning of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over Section 1313(a)(1) of the assessment, determination, collection, or other imposition of any TaxCode.

Allocation of Purchase Price. Seller (a) Within thirty (30) Business Days after the determination of the Net Working Capital Difference and the CapEx Difference as of the Closing, Buyer shall prepare provide to Sellers Buyer’s proposal for an allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) Acquired Companies and the regulations promulgated thereunder and as necessary Purchased Assets, grouped by the asset classes referred to comply with any provision in Treasury Regulation Section 1.1060-1(c) (the “Purchase Price Allocation Schedule”). Within thirty (30) Business Days after their receipt of state or local lawBuyer’s proposed Purchase Price Allocation Schedule, including and sales or other transfer taxes. Seller Sellers shall deliver such allocations propose to Buyer within 30 days after the Closing any changes thereto or as soon thereafter as practicable. Buyer agrees otherwise shall be deemed to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionhave agreed thereto. In the event that material new information arises after Sellers propose changes to Buyer’s proposed Purchase Price Allocation Schedule within the Closing thirty (30) Business Day period described above, Sellers and Buyer shall cooperate in good faith to mutually agree upon a Purchase Price Allocation Schedule as soon as practicable. If Sellers and Buyer are unable to reach a resolution within a period of twenty (20) Business Days following receipt of Sellers’ changes, then only the remaining disputed items shall be submitted for resolution by a nationally-recognized public accounting firm that is relevant independent with respect to each of the Parties (within the meaning of Rule 2-01 under Securities and Exchange Commission Regulation S-X) or, if that firm declines to act as provided in this Section 2.7(a), another firm of independent public accountants mutually acceptable to Buyer and Sellers, which firm shall make a final determination as to the application disputed items within thirty (30) Business Days after such submission, and such determination, together with the undisputed items, shall be final, binding and conclusive on Sellers and Buyer. The fees and disbursements of such accounting firm shall be shared equally between Sellers, on the sales Tax to the sale of the Liberation Assetsone hand, then, at the reasonable request of and Buyer, Seller on the other hand. (b) Sellers and Buyer each shall take such reasonable steps as may be appropriate prepare an IRS Form 8594, “Asset Acquisition Statement Under Section 1060,” consistent with the Purchase Price Allocation Schedule mutually agreed upon pursuant to seek a refund of excessive Taxes otherwise paid in connection with Section 2.7(a), which the Parties shall use to report the transactions contemplated herebyby this Agreement to the applicable Taxing Authorities. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Each Seller and Buyer shall reportprovide the other promptly with any other information required to complete Form 8594. The Purchase Price Allocation Schedule shall be revised to take into account subsequent adjustments to the Purchase Price, act including any indemnification payments (which shall be treated for Tax purposes as adjustments to the Purchase Price), in accordance with the provisions of Section 1060 of the Code and file income tax returns the Treasury Regulations thereunder. For all Tax purposes, the Parties agree that the transactions contemplated by this Agreement shall be reported in a manner consistent with such agreed allocation. As used in the terms of this Agreement, “Tax” including the Purchase Price Allocation Schedule, and none of the Parties shall take any position inconsistent therewith on any Tax return, refund claim, litigation or “Taxes” shall meanotherwise, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles required to do so by Law or other taxes, fees, stamp taxes, duties, charges, levies or assessments a “determination” within the meaning of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over Section 1313(a)(1) of the assessment, determination, collection, or other imposition of any TaxCode.

Allocation of Purchase Price. The Buyer and the Seller shall prepare ---------------------------- use their good faith best efforts to agree upon an allocation among the Acquired Assets of the sum of the Purchase Price among and the Liberation Assets in accordance Assumed Liabilities consistent with section Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated Treasury Regulations thereunder and within 120 days of the Effective Date (or such later date as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within the Parties may mutually agree) but in no event fewer than 30 days after prior to the Closing. Because the assets of the Decommissioning Trust and the Provisional Trust (if any) are exclusively and unalterably dedicated to secure the liability for decommissioning Pilgrim when its license expires, the Parties intend and expect that the Buyer's assumption of the Pilgrim decommissioning liabilities pursuant to Section 2.3(e) will constitute purchase price paid for Seller's right, title and interest in the Decommissioning Trust and the Provisional Trust, and concomitantly intend that purchase price represented by such assumed liabilities will be 015 allocated between the Decommissioning Trust and the Provisional Trust in proportion to their respective fair market values as of the Closing Date. The Buyer and the Seller may jointly agree to obtain the services of an independent engineer or as soon thereafter as practicable. Buyer agrees appraiser (the "Independent Appraiser") to fully cooperate with Seller and respond to all reasonable requests for information assist the Parties in connection with determining the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale fair value of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price Acquired Assets solely for purposes of section 1060 such allocation under this Section 2.7. If such an appraisal is made, both the Buyer and the Seller agree to accept the Independent Appraiser's determination of the Codefair value of the Acquired Assets. The cost of the appraisal shall be borne equally by the Buyer and the Seller. Each of the Buyer and the Seller agrees to file Internal Revenue Service Form 8594 and all federal, then Seller state, local and Buyer shall report, act and file income tax returns consistent foreign Tax Returns in accordance with such agreed allocation. As used Except to the extent required to comply with audit determinations by a taxing authority with jurisdiction over either party, both the Buyer and the Seller shall report the transactions contemplated by this Agreement and the Related Agreements for federal Income Tax and all other Tax purposes in a manner consistent with the allocation determined pursuant to this AgreementSection 2.7. Each of the Buyer and the Seller agrees to provide the other promptly with any other information required to complete Form 8594. Each of the Buyer and the Seller shall notify and provide the other with reasonable assistance in the event of an examination, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles audit or other taxes, fees, stamp taxes, duties, charges, levies or assessments proceeding regarding the agreed upon allocation of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxPurchase Price.

Allocation of Purchase Price. As soon as practicable after the Closing, but in no event later than 120 days after the Closing Date, Holdco will deliver to Seller shall prepare an a written estimate of the allocation of the Purchase Price as adjusted pursuant to Section 3.04, plus any liabilities assumed for Federal income tax purposes, among the Liberation Acquired Assets, as such Acquired Assets existed immediately prior to the Closing Date consistent with the principles of Code Section 1060. Seller shall notify Holdco in accordance writing within thirty (30) days after receiving Holdco's estimate of the allocation if Seller disagrees with section 1060 Holdco's allocation. If Seller does not deliver written notice of objection to Holdco within such thirty (30) day period, then Holdco's estimate shall be deemed to have been accepted by Seller, shall become final and binding upon the parties (the "Final Allocation"). During the thirty (30) days immediately following the delivery of notice of objection, Seller and Holdco shall use reasonable good faith efforts to agree on the Final Allocation among the Acquired Assets pursuant to the principles of Code Section 1060. If the Purchase Price is adjusted pursuant to Section 3.04 or Section 11.04 hereof, such adjustment shall be reflected in the Final Allocation hereunder in a manner consistent with Code Section 1060. If at the end of such thirty (30) day period the parties fail to reach agreement on the Final Allocation among the Acquired Assets, then the parties shall engage an appraisal firm to determine such Final Allocation (which determination shall be binding on the parties hereto). During the review by the appraisal firm, Holdco and Seller will each make available to the appraisal firm such individuals and such information, books and records as may be reasonably required by the appraisal firm to determine the Final Allocation. The fees and disbursements of any appraisal firm shall be shared equally between Holdco and Seller. Holdco and Seller shall prepare and timely file IRS Forms 8594 and any other similar forms required to be filed by any other taxing Governmental Authority employing the Final Allocation to report the Transactions to the Internal Revenue Code of 1986, as amended (“Code”) Service and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information other taxing Governmental Authorities. Neither Seller nor Holdco shall take a position in connection any return, Tax proceeding, Tax audit or otherwise inconsistent with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall meanFinal Allocation, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or a contrary treatment is required by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxlaw.

Allocation of Purchase Price. At least twenty (20) Business Days prior to the Closing, the Seller and the Purchaser shall prepare have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) (the “Initial Allocation Schedule”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any adjustment to the Initial Cash Consideration in accordance with this Agreement. Within 120 days after the Closing Date and consistently with Schedule 2.7(a), the Seller and the Purchaser shall in good faith agree how to allocate the Purchase Price (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), (which shall include an allocation of the portions of the Purchase Price Price, allocated to the Shares and the Liabilities of the Acquired Company among the Liberation Assets assets of the Acquired Company for U.S. federal income tax purposes) (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), Purchaser and Seller agree to act, and to cause their Affiliates to act, in accordance with section 1060 the allocations contained in the Closing Allocation Schedule, for all Tax purposes and that neither of them will (or will permit its Affiliates to) take any position inconsistent therewith in any Tax Returns or similar filings (including IRS Form 8594 or any similar form required to be filed under state, local or foreign Law), any refund claim, litigation, audit or otherwise; provided, however, that (i) Purchaser’s cost for the Internal Revenue Code assets that it is deemed to have acquired may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of 1986items (for example, as amended capitalized acquisition costs) not included in the total amount so calculated and (“Code”ii) the amount realized by Seller may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income tax purposes. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be filed under state, local or foreign Law) and with completed copies of such forms. Each party will, subject to confidentiality obligations, provide to the regulations promulgated thereunder and as necessary to comply with other party a copy of any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver appraisal obtained by such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information party in connection with the preparation allocation under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxconfidentiality obligations.

Allocation of Purchase Price. The Purchase Price shall be allocated among Sellers in the manner set forth in Section 2.8 of the Seller shall prepare an allocation of Disclosure Letter. Additionally, Sellers and Buyer agree that the Purchase Price shall be further allocated among the Liberation Shares and the Telair U.S. Assets sold by Sellers and Sellers’ covenant not to compete described in Section 5.11 on the basis of an allocation (the “Allocation”) prepared substantially consistent with Section 2.8 of the Seller Disclosure Letter, except for any such changes that are required by changes in the Business or the Telair U.S. Assets occurring between the date of this Agreement and the Closing. The Allocation shall be prepared by Buyer for the review and approval of Sellers, which shall not be unreasonably withheld or denied, within 20 Business Days after the date on which the Final Closing Statement is determined. If within 30 days after delivery of the Allocation, Sellers notify Buyer in writing that Sellers object to the allocation set forth in the Allocation, Buyer and Sellers shall use commercially reasonable efforts to resolve such dispute within 20 days thereafter. In the event that Buyer and Sellers are unable to resolve such dispute within such 20 days, Buyer and Sellers shall, within 10 days after such 20-day period, submit such disputed items to the CPA Firm for resolution under the procedures set forth in Section 2.6(c). Buyer and Sellers shall make available to the CPA Firm, in connection with the foregoing, all relevant work papers relating to the Allocation calculation. The final version of the Allocation as determined in accordance with section the foregoing shall become part of this Agreement for all purposes. Sellers and Buyer agree to report, pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder or any other similar provision under Law, as and as necessary to comply with any provision of state or local lawwhen required, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation Allocation of the Purchase Price for purposes of section 1060 of Price, as adjusted, among the CodeShares, then Seller the Telair U.S. Assets and Buyer shall report, act and file income tax returns Sellers’ covenant not to compete described in Section 5.11 in a manner entirely consistent with such agreed allocationAllocation in the preparation and filing of all Tax Returns (including IRS Form 8594). As used in this Agreement, “Tax” or “Taxes” Neither Buyer nor Sellers shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of take any kind whatsoever position (whether payable directly in audits, Tax Returns, or otherwise) that is inconsistent with such Allocation unless required to do so by Law or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed a final determination by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxapplicable Governmental Authority.

Allocation of Purchase Price. Seller shall prepare an allocation of the The Purchase Price shall be allocated among the Liberation Purchased Assets in a written allocation schedule (the “Allocation Schedule”) as soon as possible after the Closing by the Buyer’s Accountants in accordance with section 1060 applicable law and regulations (including, without limitation, those laws, regulations and accounting standards applicable to public companies) and presented in writing to Seller. If Seller notifies Buyer in writing within ten (10) Business Days of receipt of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary Allocation Schedule that Seller objects in good faith to comply with any provision of state one or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be more items reflected in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation AssetsAllocation Schedule, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall reportnegotiate in good faith to resolve such dispute; provided, act however, that if Seller does not notify Buyer in writing of a bona fide objection to the Allocation Schedule within that period, the Allocation Schedule shall be deemed accepted by Seller for all purposes; and provided further, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within seven (7) Business Days following Buyer’s receipt of Seller’s bona fide objection, such dispute shall be resolved by the Independent Accountant whose decisions shall be final and binding. The fees and expenses of the Independent Accountant to resolve such dispute shall be borne by Seller, except that if the Allocation Schedule proposed by Buyer’s Accountants is modified by the Independent Accountant as a result of the Seller’s objection, then the Independent Accountant may also suggest a fairer allocation of its fees and expense to reach such resolution between Buyer and Seller, and Buyer and Seller shall each pay their share thereof as so allocated by the Independent Accountant. Buyer and Seller shall file income tax all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such agreed allocationthe Allocation Schedule (as it may be adjusted pursuant hereto). As used Any adjustments to the Purchase Price pursuant to Section 1.5(e) herein shall be allocated in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever a manner consistent with the Allocation Schedule (whether payable directly or by withholdingas it may be adjusted pursuant hereto), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

Allocation of Purchase Price. Seller shall prepare an Within 120 days of the Closing Date, Purchaser will provide Sellers with a schedule (the “Allocation Schedule”) allocating the Purchase Price (as determined under the Code) among the assets of the Company existing on the Closing Date in accordance with a third party appraisal and Section 1060 of the Code. If Sellers fail to object to the Allocation Schedule within 15 days of Sellers’ receipt of the Allocation Schedule, then Purchaser and Equityholders agree to allocate the Purchase Price (as determined under the Code) among the assets as set forth on the Allocation Schedule. If Sellers object in writing to the Allocation Schedule within 15 days of Sellers’ receipt of the Allocation Schedule, then the parties will attempt to agree on the allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 of assets. If Purchaser and Sellers fail to agree on the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes within 10 days of section Purchaser’s receipt of Sellers’ written objection(s), at any time following 10 days of Purchaser’s receipt of Sellers’ written objection to the Allocation Schedule, either party may engage the Independent Accountants to finalize the allocation of the Purchase Price among the assets. Once engaged, the determination of the Independent Accountants of the allocation of the Purchase Price among the assets will be binding on the parties. The fees and expenses of the Independent Accountants will be borne equally by Purchaser and Seller. With respect to the final allocation of the Purchase Price determined in accordance with this Section 2.7, Purchaser and Seller each agree (i) to prepare and file an IRS Form 8594 in a timely fashion in accordance with the rules under Section 1060 of the Code, then Code and (ii) that such allocation will be binding on Purchaser and Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocationfor all Tax reporting purposes. As used in Any adjustments to the Purchase Price pursuant to this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions Agreement will be allocated to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxassets for which the Purchase Price is adjusted.

Allocation of Purchase Price. Seller Buyer shall prepare an allocation of the Purchase Price among the Liberation Assets (i) the membership interests in accordance with section 1060 the Company and (ii) the stock of the Internal Revenue Code of 1986, as amended UMKK and UMNet (“CodeAsset Allocation Statement”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes). Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation The portion of the Purchase Price for purposes that is allocated to the membership interests of section the Company on the Asset Allocation Statement plus the liabilities of the Company that are deemed to be assumed by the Buyer pursuant to the treatment of the purchase of the membership interests in the Company as an asset acquisition in the manner set forth in Section 8.1 shall be allocated among the assets of the Company in accordance with Section 1060 of the CodeIRC and the applicable Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) and such allocation shall be set forth on the Asset Allocation Statement. Buyer shall deliver the Asset Allocation Statement to Seller no later than ninety (90) days following the Closing Date. Seller shall notify Buyer of any objections to the Asset Allocation Statement within fifteen (15) days after the Seller receives the Allocation Statement. If Seller does not notify Buyer of any objections to the Asset Allocation Statement, within that fifteen (15) day period, the Asset Allocation Statement shall be construed as final. If Seller notifies Buyer of an objection to the Asset Allocation Statement by the end of the fifteen (15) day period, and Buyer and Seller are unable to resolve their differences within fifteen (15) days thereafter (“Dispute Resolution Period”), then the disputed items on the Asset Allocation Statement shall be submitted to the Tax Dispute Accountants within five (5) days after the end of the Dispute Resolution Period for resolution and the Tax Dispute Accountants shall be instructed to deliver a finalized Asset Allocation Statement as soon as possible. Buyer and Seller and Buyer their respective Affiliates shall report, act and file income tax returns all Tax Returns (including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the Asset Allocation Statement as well as any amendments to such agreed allocationTax Returns required with respect to any adjustment to the Purchase Price. As used Neither Buyer, Seller or any of their Affiliates shall take any position (whether in this Agreementaudits, “Tax” Tax Returns or “Taxes” shall meanotherwise) that is inconsistent with the information set forth on the Asset Allocation Statement, unless qualifiedrequired to do so by applicable Law; provided, all incomehowever, excisethat (i) the Buyer’s cost for the assets that it is deemed to acquire may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever capitalized acquisition costs) not included in the total amount so allocated and (whether payable directly or ii) the amount realized by withholding), together with any interest and any penalties, additions Seller may differ from the total amount allocated hereunder to tax or additional amounts imposed by any governmental entity having jurisdiction over reflect transaction costs that reduce the assessment, determination, collection, or other imposition of any Taxamount realized for federal income Tax purposes.

Allocation of Purchase Price. The gross purchase price as determined for U.S. federal income tax purposes shall be allocated among the shares of the Significant Company Subsidiaries and the other assets of the Company in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated. Within sixty (60) days after the determination of the adjustments, if any, to the Purchase Price under this Agreement, Buyer will provide to Seller shall prepare an its proposed allocation of the Purchase Price among purchase price (the Liberation Assets “Allocation”). Within thirty (30) days after the receipt of such Allocation, Seller will submit to Buyer in accordance writing any proposed changes to such Allocation or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld, conditioned or delayed (and in the event no such changes are proposed in writing to Buyer within such period of time, Seller will be deemed to have agreed to, and accepted, the Allocation). Buyer and Seller will endeavor in good faith to resolve any differences with section 1060 respect to the Allocation within fifteen (15) days after Buyer’s receipt of written notice of objection from Seller. Any unresolved disputes will be resolved by the Independent Accounting Firm, the costs of which shall be borne by Seller on the one hand and Buyer on the other hand in proportion to the percentage of the Internal Revenue Code total dollar amount of 1986the items submitted for dispute that are resolved in Buyer’s or Seller’s favor, as amended (“Code”) respectively. The determination of the Independent Accounting Firm shall be binding on Buyer and Seller. All Tax Returns and reports filed by Buyer, the Company and the regulations promulgated thereunder Company Subsidiaries will be prepared consistently with the Allocation. None of Buyer, the Company, the Company Subsidiaries or Seller shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Allocation unless required to do so under Applicable Law pursuant to a determination (within the meaning of Section 1313(a) of the Code or analogous provisions of state, local or foreign Tax Law). Seller and as necessary to comply with Buyer agree that they will timely file Form 8594 (and any provision of applicable state or local lawforms) by attaching such form to their respective timely filed U.S. federal income Tax Returns and otherwise in a manner reflecting the Allocation, including and sales or other transfer taxes. Seller shall deliver such allocations to and Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully will cooperate with Seller and respond to all reasonable requests for information each other in connection with such preparation and filing. The parties shall further cooperate in updating the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of Allocation and Form 8594 (and any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision applicable state or local forms) with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the any post-Closing that is relevant adjustments to the application of the sales purchase price as determined for U.S. federal income Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholdingincluding under Section 11.06), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

Allocation of Purchase Price. Seller The Sellers and Buyer agree that as soon as reasonably practicable after the Closing, and prior to the filing of any Tax Return which includes information related to the transactions contemplated by this Agreement, the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the Code) shall prepare be allocated among the Purchased Assets in accordance with an allocation schedule (the “Purchase Price Allocation Schedule”), the initial draft of which shall be prepared by Buyer and delivered by Buyer to the Company (the “Allocation”). The parties acknowledge and agree all tangible personal property is being acquired at net book value, as shown on the Latest Balance Sheet. The Sellers and Buyer shall endeavor in good faith to agree on the Purchase Price Allocation Schedule. If Buyer and Sellers have not agreed on the Purchase Price Allocation Schedule within 60 days following its receipt by the Company, then any disputed matter(s) will be finally and conclusively resolved by the Auditor in accordance with the provisions of Section 1.4(c) above and such resolution(s) will be reflected on the Purchase Price Allocation Schedule; provided, however, that in no event shall the amount allocated to items subject to Transfer Tax in the Purchase Price Allocation Schedule (as finally agreed to by the parties or resolved by the Auditor) be inconsistent with the Sellers’ and Buyer’s agreement pursuant to clause (a) of Section 1.9 hereof. The Sellers and Buyer shall bear their own expenses in the preparation and review of the Purchase Price among Allocation Schedule, except that the Liberation Assets in accordance with section 1060 fees and expenses of the Internal Revenue Code of 1986Auditor shall be borne equally by Buyer on the one hand and Sellers on the other hand. The written report delivered by the Auditor shall be final, as amended (“Code”) binding and conclusive upon the Company and the regulations promulgated thereunder Buyer. The Sellers and as necessary to comply with Buyer shall prepare mutually acceptable and substantially identical IRS Form 8594 “Asset Acquisition Statements Under Section 1060”, the initial form of which shall be prepared by Buyer, and any provision of state or local lawamendments thereto required by the purchase price adjustment in Section 5.7(c) hereof, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection consistent with the preparation of such allocations. Seller will reasonably consult with Buyer regarding Purchase Price Allocation Schedule which the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect parties shall use to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with report the transactions contemplated herebyby this Agreement to the applicable Tax Authorities. To The Sellers and Buyer agree to take no position and cause their Affiliates to take no position inconsistent with the extent Allocation for Tax purposes, unless otherwise required by applicable Law or unless the other party consents thereto, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that nothing contained herein shall prevent the Sellers or Buyer and Seller agree in a writing signed from settling any proposed deficiency or adjustment by an authorized representative of both Buyer and Seller on an allocation any Tax Authority based upon or arising out of the Purchase Price for purposes of section 1060 Allocation and neither the Sellers nor Buyer shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Each of the Code, then Seller Sellers and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or agree to provide the other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together promptly with any interest and any penalties, additions other information required to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxcomplete IRS Form 8594.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the amount payable by Buyer to Seller pursuant to Section 3.1 hereof, and, as soon as practicable following the Closing (but in any event within 30 days following the final determination of the Closing Adjustment Amount), Buyer shall prepare an and deliver to Seller a final allocation of the Purchase Price amount payable by Buyer to Seller pursuant to Section 3.1 hereof, and the post-closing adjustment pursuant to Section 3.2, among the Liberation 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 Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to comply 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 provision objections to such proposed changes, together with a reasonably detailed explanation of state or local lawthe reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, including and sales or other transfer taxessuch 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. Seller The Accountants shall be instructed to deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with Buyer a written determination of the preparation proper allocation of such allocationsdisputed items within 20 Business Days. Seller will reasonably consult with Buyer regarding Such determination shall be conclusive and binding upon the preparation of any sales Tax returns in connection with parties hereto for all purposes, and the sale of Allocation shall be so adjusted (the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax mattersAllocation, including the filing adjustment, if any, to be referred to as the "Final Allocation"). Fees and disbursements of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant Accountants attributable to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller Allocation shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed shared by an authorized representative of both Buyer and Seller on an allocation the basis of their respective percentages of the Purchase Price disputed items which were allocated by the Accountants to the other Party hereunder. 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 of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns in a manner consistent with such agreed allocationthe Final Allocation. As used 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 this Agreementconnection 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” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles audit or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over proceeding regarding the assessment, determination, collection, or other imposition of any TaxFinal Allocation.

Allocation of Purchase Price. Seller shall prepare an allocation (a) Within a reasonable period following the signing of the Purchase Price among the Liberation Assets this Agreement, but in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 no event more than 90 calendar days after the Closing or as soon thereafter as practicable. Buyer agrees Closing, the Purchaser shall prepare and deliver to fully cooperate with the Seller and respond to all reasonable requests for information in connection with a schedule (an "ALLOCATION SCHEDULE") allocating the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale sum of the Liberation Consideration and the Assumed Liabilities among the Assets, but in such amounts reasonably determined by the Seller’s decision Purchaser to be consistent with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section Section 1060 of the Code, and the regulations thereunder. (b) The Seller shall have a period of 10 Business Days after the delivery of the Allocation Schedule to deliver to the Purchaser a written notice of objection thereto. Unless the Seller timely objects, the Allocation Schedule shall be binding on the parties without further adjustment, absent manifest error. (c) If the Seller shall deliver a written notice of objection regarding the Allocation Schedule as described in Section 2.9(b), the Purchaser and the Seller shall negotiate in good faith and use their reasonable best efforts to resolve such dispute. If the parties fail to agree within 15 calendar days after the delivery of such notice, then the disputed items shall be resolved by an independent firm of public accountants selected by the independent auditors of each of the Seller and Buyer the Purchaser (the "ARBITRATING ACCOUNTANTS"). The determination of the Arbitrating Accountants shall reportbe final and binding on the parties. The Arbitrating Accountants shall resolve the dispute within 30 calendar days after the item has been referred to them. The costs, act fees and file income tax returns expenses of the Arbitrating Accountants shall be borne equally by the Purchaser and the Seller. (d) For all Tax and other purposes, the Purchaser and the Seller agree to report the Contemplated Transactions in a manner consistent with such agreed allocation. As used in the terms of this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments and that neither of them will take any kind whatsoever (whether payable directly or by withholding), together with position inconsistent therewith in any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxTax Return.

Allocation of Purchase Price. Seller Schedule 2.07 sets forth the allocation of the Preliminary Purchase Price (together with Liabilities treated as assumed by Buyer for federal income tax purposes and other capitalized costs) among the Participations Intercompany Loan, each of the IPG Transferred Entities, the Licensed Intellectual Property and the covenant contained in Section 5.13, which has been mutually agreed by Xxxxxx and Buyer (the “Initial Allocation Statement”). Within thirty (30) days of the date of this Agreement, but not later than thirty (30) days before the expected Closing Date, Parent shall prepare provide to Buyer a proposed further allocation on Schedule 2.07-A of the relevant portion of the Purchase Price attributable to SPG Netherlands Holdings C.V. and Signode International Holdings LLC among their respective Subsidiaries, as well as a specific allocation to each of the German Equity Interests, which further allocation shall be mutually agreed by Parent and Buyer. Within thirty (30) days after the final determination of the Purchase Price pursuant to the terms of this Agreement, Parent shall deliver to Buyer an allocation of the final Purchase Price among (together with Liabilities treated as assumed by Buyer for federal income tax purposes and other capitalized costs) based on the Liberation Assets same principles, methods and percentages used in determining the Initial Allocation Statement (the “Final Allocation Statement”). Concurrent with the delivery of the Final Allocation Statement, Parent shall also deliver an initial allocation of the Final Purchase Price attributable to the assets of Premark Packaging LLC (“Premark”) and its Subsidiaries, in accordance with section Section 1060 of the Internal Revenue Code (the “Asset Allocation”). Parent and Xxxxx shall cooperate and negotiate in good faith to agree on the final determination of 1986the Final Allocation Statement and Asset Allocation within sixty (60) days thereafter. If, after sixty (60) days, Xxxxxx and Buyer cannot agree on the final determination of the Final Allocation Statement or Asset Allocation, any dispute or objection remaining unresolved shall be submitted to the Independent Firm for resolution and the decision of the Independent Firm shall be final, conclusive and binding on the parties hereto. All costs and expenses of the Independent Firm shall be allocated based on the methodology set forth in Section 2.06(e) as it applies to the final allocation determined by the Independent Firm. Parent and Buyer agree that the Final Allocation Statement shall reflect the fair market value of the Participations Intercompany Loan, each of the IPG Transferred Entities, and each of the German Equity Interests. After the Closing, the Parties and their respective Affiliates will consistently use the allocations set forth in the Final Allocation Statement and the final Asset Allocation, in each case, as amended (“Code”) and the regulations promulgated thereunder and as necessary finally determined pursuant to comply with any provision of state or this Section 2.07, for federal, state, local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matterspurposes, including the filing of sales for any Tax returns, will Returns and any forms or reports required to be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant filed pursuant to the application Section 1060 of the sales Tax Code (including Internal Revenue Service Form 8594), or any comparable provision of state, local or foreign Law, and in any administrative or judicial proceeding relating to Taxes, and such Parties agree that none of them will assert or maintain a position inconsistent with the sale of the Liberation Assetsforegoing, then, at the reasonable request of Buyer, Seller shall take such reasonable steps except as may be appropriate otherwise required by applicable Law. Unless otherwise agreed by Xxxxxx and Buyer, any subsequent adjustment to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Final Purchase Price for purposes of section 1060 of will be allocated based on the Codesame principles, then Seller methods and percentages used in determining the Final Allocation Statement and the final Asset Allocation, in each case, as finally determined pursuant to this Section 2.07. Buyer shall reporttimely and promptly prepare, act execute, file and file income tax returns consistent with deliver all such agreed documents, forms, and other information as Parent may reasonably request in preparing such allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

Allocation of Purchase Price. Seller Within ninety (90) days following the Closing Date, Buyer shall prepare an and present to Seller a written allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 sum of the Internal Revenue Code of 1986, as amended amounts described in clauses (“Code”i) and (ii) of Section 2.5 (including amounts described in clause (ii) to the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information extent they are liabilities taken into account in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales determining Buyer’s Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be basis in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant Purchased Assets), pursuant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section Section 1060 of the Code, then among the Purchased Assets and the Non-Competition Agreement for all Tax purposes in accordance with this Section 2.7 (the “Allocation”). Within thirty (30) days following receipt of the Allocation from Buyer, Seller may notify Buyer in writing that it does not consent to the use of the Allocation prepared by Buyer, such consent not to be unreasonably withheld or conditioned, identifying with reasonable detail those items in the Allocation with which it disagrees. If Seller fails to provide such notice within the thirty (30) day period, it shall be treated as having agreed to the Allocation prepared by Buyer. If Seller timely provides such notice, any disputed items shall be submitted to an independent nationally recognized certified public accounting firm or other firm that provides such services selected by the mutual agreement of Seller and Buyer (and failing such mutual agreement, the firm that is selected by the two firms that are selected by Seller and Buyer) (the “Arbiter”) for resolution (the cost of which shall reportbe equally borne by Buyer and Seller). Buyer and Seller shall use their reasonable best efforts to cause the Arbiter to complete its resolution of such disputed items within fifteen (15) days of its appointment. If there is an adjustment to the Purchase Price pursuant to Section 2.6, act Buyer shall prepare and present to Seller an adjusted allocation of the purchase price (such adjusted allocation solely reflecting the adjustment to the Purchase Price pursuant to Section 2.6) within fifteen (15) days of that adjustment becoming final, and the foregoing procedures shall be repeated except that the thirty (30) day time period shall be fifteen (15) days, and the adjusted allocation thereafter shall be treated as the Allocation for purposes of this Agreement. Except as otherwise required by applicable law, Buyer and Seller shall timely file income tax returns in the manner required by applicable law all Tax Returns (such as IRS Form 8594 or any other forms or reports required to be filed pursuant to Section 1060 of the Code (“Section 1060 Forms”)) in a manner that is consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever the Allocation (whether payable directly mutually agreed to or resolved by withholding), together with the Arbiter) and shall refrain from taking any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxaction inconsistent therewith.

Allocation of Purchase Price. Seller shall prepare an allocation of The Parties agree that the Purchase Price among (and other capitalized costs), together with the Liberation Assets in accordance with section 1060 consideration represented by Buyer's assumption of the Internal Revenue Code of 1986, as amended Bermuda Note from Alpharma Bermuda (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns"Allocated Purchase Price"), will be in allocated among the Seller’s sole discretionAsset Sellers, the Share Sellers and the Note Sellers for all purposes (including Tax and financial accounting purposes) as shown on (or pursuant to the methodology provided by) the Allocation Schedule attached hereto. In Within 90 days following the event that material new information arises Closing Date (or such later time as may be reasonable after the Closing Purchase Price is determined), Buyer shall prepare and deliver to Seller a schedule that is relevant to further allocates (i) the application portion of the sales Tax Allocated Purchase Price shown on the Allocation Schedule for each Asset Seller, together with the Assumed Liabilities applicable to such Asset Seller, among the Acquired Assets sold by such Asset Seller to Buyer, and (ii) the portion of the Allocated Purchase Price shown on the Allocation Schedule for each Share Seller among the Target Companies sold by such Share Seller; provided that, if the Parties make a Section 338(h)(10) election with respect to the sale of one or more U.S. Target Companies, such schedule shall allocate the Liberation Assetsportion of the Allocated Purchase Price attributable to each such Target Company, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection together with the transactions contemplated herebyliabilities of such Target Company, among the assets of such Target Company. To If Buyer does not receive written notice of Seller's objection to such allocation within 30 days of its delivery to Seller, then such allocation shall be the extent that final allocation and each of Seller, Buyer and their respective Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation prepared by Buyer. If the Purchase Price is subsequently adjusted, the adjusted Purchase Price shall be reasonably allocated among the assets in a manner agreed by Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxmethodology previously used."

Allocation of Purchase Price. Seller shall prepare an allocation of (a) The parties agree that the Purchase Price among and the Liberation Assumed Liabilities (plus other relevant items) will be allocated to the Assets (including the Acquired Subsidiaries and if purchased, the Foreign Subsidiary Assets) in accordance a manner consistent with section Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder thereunder. Purchaser will complete a draft schedule (the “Allocation Schedule”) allocating the Purchase Price and as necessary Assumed Liabilities to comply the Assets and provide a copy to Seller at least 60 days prior to the due date for filing any form with any provision of state or local law, including and sales or other transfer taxes. respect to the Allocation Schedule. (b) Seller shall deliver such allocations to Buyer notify Purchaser within 30 10 days after the Closing or as soon thereafter as practicablereceipt thereof if it considers the amount allocated to any assets to be inconsistent with Section 1060 of the Code and the regulations promulgated thereunder. Buyer agrees to fully cooperate with Seller and respond Purchaser shall attempt to all reasonable requests for information resolve any disagreement in connection with good faith. If Seller and Purchaser fail to reach agreement as to an alternative allocation in the preparation of 10 days following such allocations. Seller will reasonably consult with Buyer regarding notice, the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision dispute with respect to all of the Allocation Schedule shall be presented on the next Business Day to a nationally recognized independent accounting firm mutually chosen by Purchaser and Seller, and if Purchaser and Seller cannot agree, mutually chosen by their respective independent accounting firms, for a decision that shall be rendered within 5 days thereafter. The independent accounting firm’s sales and other Tax matters, including the filing of sales Tax returns, will review shall be limited to whether a disputed item has been prepared in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application accordance with Section 1060 of the sales Tax to Code and the sale of the Liberation Assetsregulations promulgated thereunder, thenand shall be final and binding on all parties. The fees, at the reasonable request of Buyercosts and expenses incurred in connection therewith shall be shared in equal amounts by Seller and Purchaser; provided, however, Seller shall take such reasonable steps as may be appropriate bear the full amount of fees, costs and expenses if there are no material changes to seek a refund of excessive Taxes otherwise paid the Allocation Schedule. (c) Purchaser and Seller shall file, and cause their respective Affiliates to file, all Tax Returns and statements, forms and schedules in connection therewith in a manner consistent with the transactions contemplated herebyAllocation Schedule and shall take no position inconsistent therewith, unless, and then only to the extent, required to do so by a Final Determination. To the extent that Buyer Purchaser and Seller agree in a writing signed by an authorized representative shall exchange completed and executed copies of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the CodeInternal Revenue Service Form 8594, then Seller and Buyer shall reportany required schedules thereto, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penaltiessimilar state, additions local and foreign forms, not later than 30 days prior to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxfiling date.

Allocation of Purchase Price. Seller The Parties agree that Sellers and Buyer shall prepare negotiate in good faith to agree upon an allocation (“Allocation”) of the Purchase Price as determined for applicable Tax purposes among the Liberation Purchased Assets in accordance with section Sections 755 and 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated Treasury Regulations thereunder (and as necessary to comply with any provision other relevant provisions of the Code or any similar provisions of state or local lawLaw, including as appropriate) and sales or other transfer taxesthe principles set forth in the allocation methodology attached hereto as Exhibit P (the “Allocation Methodology”). Seller Buyer shall deliver deliver, no later than sixty (60) days following the final determination of the Purchase Price, a schedule allocating all such allocations amounts as provided in this Section 10.1 in accordance with the Allocation Methodology (the “Allocation Schedule”). Sellers shall provide written comments to Buyer within 30 fifteen (15) days after of receipt of the Closing or as soon thereafter as practicableAllocation Schedule, and Buyer and Sellers shall work together in good faith to seek an agreement on the Allocation Schedule. Buyer agrees to fully cooperate with If Seller and respond Buyer are unable to all reasonable requests reach an agreement regarding such allocation within sixty (60) days of the Buyer’s delivery (or by such other deadline as Sellers and Buyer agree in writing), Buyer and Sellers shall submit their disagreement to the Accounting Firm for information resolution pursuant to the procedure set forth in connection Section 1.9; provided that the Accounting Firm shall make its determination in accordance with the preparation Allocation Methodology (such Allocation Schedule that is (i) prepared by the Buyer and not timely objected to by any Seller, (ii) as agreed by the Buyer and Sellers, or (iii) as determined by the Accounting Firm, the “Final Allocation Schedule”). Buyer, Sellers and their respective Affiliates shall (a) be bound by the Final Allocation Schedule for purposes of such allocations. Seller will reasonably consult with Buyer regarding the preparation of determining any sales Taxes; (b) prepare and file their Tax returns in connection Returns on a basis consistent with the sale of Final Allocation Schedule; and (c) take no position inconsistent with the Liberation Assets, but the Seller’s decision Final Allocation Schedule on any applicable Tax Return or in any proceeding with respect to all Taxes, absent a final determination within the meaning of Seller’s sales and other Tax matters, including Section 1313 of the filing of sales Tax returns, will be in Code to the Seller’s sole discretioncontrary. In the event that material new information arises after the Closing that Final Allocation Schedule is relevant to disputed by any Governmental Authority, the application Party receiving notice of the sales Tax dispute shall notify the other Party (as soon as reasonably practicable following the receipt of notice of such dispute) of such notice. Any adjustments to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price as determined for Tax purposes of section 1060 of following the Code, then Seller and Buyer Closing shall report, act and file income tax returns be reported in a manner consistent with such agreed allocation. As used in the Allocation Methodology, the Allocation Schedule, and this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxSection 10.1.

Allocation of Purchase Price. Seller shall prepare an allocation The parties agree that the purchase price of the Purchase Price Purchased Interests (as determined for U.S. federal income tax purposes), shall, for federal and applicable state and local income tax purposes, be allocated among the Liberation Assets undivided percentage interests in the assets of the Company deemed purchased for federal income tax purposes as a result of the transactions provided for herein, in accordance with section Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations Regulations promulgated thereunder and, to the extent required for tax purposes, the option rights set forth in Section 6.12 and as necessary to comply with any provision of state or local law, including and sales or other transfer taxesSection 6.13. Seller shall deliver such allocations to Buyer within 30 Within one hundred twenty (120) days after the Closing or as soon thereafter as practicableDate, the Buyer shall deliver to the Seller a proposed allocation (the “Proposed Allocation”) of such purchase price. If the Seller has any objection to the Proposed Allocation, the Seller shall deliver to the Buyer a statement setting forth its objections and suggested adjustments within thirty (30) days from the delivery of the Proposed Allocation (an “Allocation Objections Statement”). The Seller and the Buyer shall negotiate in good faith to resolve any objection set forth in the Allocation Objections Statement(s), but if they do not reach a final resolution within thirty (30) days after the delivery of the Allocation Objections Statement, the Seller and the Buyer shall jointly retain a nationally recognized, independent, public accounting firm mutually agreed by the Buyer and the Seller (the “Accountant”) for purposes of resolving the objections set forth in the Allocation Objection Statement that remain in dispute. Buyer agrees and Seller shall instruct the Accountant to fully cooperate with determine and report to the parties upon resolution of such unresolved items and the final allocation, within thirty (30) days after such submission. The Accountant’s decision, absent fraud or manifest error, shall be final, binding, conclusive and non-appealable on the Buyer, the Seller and respond the Company Group. The Accountant shall not review or make any determination with respect to any matter other than the objections raised in the Allocation Objections Statement that remain in dispute, and its determination as to each such objection, if not in accordance with the position of either the Buyer or the Seller, shall not be in excess of the higher, or less than the lower, of the amount advocated by the Seller in the Allocation Objections Statement or by the Buyer in the Proposed Allocation with respect to such objections. The Proposed Allocation as delivered by the Buyer, if an Allocation Objections Statement is not timely submitted by the Seller, and as revised to reflect an agreement by the parties or the determination by the Accountant, is hereinafter referred to as the “Allocation”. The Allocation shall be adjusted in a manner consistent with the principles of this Section 8.4 to the extent the purchase price of the Purchased Interests is adjusted pursuant to the terms hereof and shall be conclusive and binding upon the Buyer, the Seller and the Company Group for all reasonable requests for information Tax purposes, and the parties agree that all Tax Returns of the parties and the members of the Company Group shall be prepared in a manner consistent with the Allocation, and the parties shall take no position inconsistent therewith on any Tax Return or in connection with any Tax Proceeding, except upon a contrary final determination by an applicable taxing authority. The Accountant will determine the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale allocation of the Liberation Assetscost of the Accountant’s review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Accountant. For example, but should the items in dispute total an amount equal to $1,000 and the Accountant awards $800 in favor of the Seller’s decision with respect to all position, 20% of Sellerthe costs of the Accountant’s sales review would be borne by the Buyer and other Tax matters, including 80% of the filing costs of sales Tax returns, will the Accountant’s review would be in borne by the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

Allocation of Purchase Price. Seller Within thirty (30) Business Days following the Closing Date, Purchaser shall prepare an deliver to Sellers for Sellers’ review and approval allocation of schedule(s) (the “Allocation Schedule(s)”) allocating the Purchase Price among the Liberation Assets in accordance with section the percentages set forth on the Allocation Schedule(s), including the Assumed Liabilities that are liabilities for federal income Tax purposes, among the Purchased Assets. The Allocation Schedule(s) shall be reasonable and shall be prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder thereunder. Sellers agree that, following their approval of the Allocation Schedule(s), Sellers shall sign the Allocation Schedule(s) and return an executed copy thereof to Purchaser, it being understood and agreed that on or before the tenth (10th) Business Day following their receipt of the Allocation Schedule(s) from Purchaser as necessary herein provided, Sellers shall either deliver an executed copy thereof to comply with Purchaser or, in the event that Sellers shall have objections to all or any provision portion of state or local lawthe Allocation Schedule(s), including and sales or other transfer taxes. Seller Sellers shall deliver to Purchaser a written objection to such allocations to Buyer within 30 days after Allocation Schedule(s), which written objection shall set forth in reasonable detail the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests basis for information in connection with the preparation objections of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionSellers thereto. In the event that material new information arises after Sellers fails to deliver to Purchaser either an executed Allocation Schedule(s) or a written objection on or before the Closing tenth (10th) Business Day following their receipt of the Allocation Schedule(s) from Purchaser, Sellers will be deemed to have accepted and be bound by the Allocation Schedule(s) in the form delivered by Purchaser. In the event that is relevant Sellers shall deliver a written objection to the application Allocation Schedule(s), Sellers and Purchaser shall thereafter work in good faith for a period of fifteen (15) Business Days to resolve any and all objections set forth therein, and upon the resolution of all such objections, Sellers and Purchaser shall execute and deliver to the other Party a signed copy of such agreed upon Allocation Schedule(s). In the event that Purchaser and Sellers are unable to resolve such dispute within such fifteen (15) Business Day period, Purchaser and Sellers shall jointly retain a nationally recognized firm of independent certified public accountants mutually acceptable to Purchaser and Sellers (an “Independent Accounting Firm”) to resolve the disputed items and the determinations of such Independent Accounting Firm shall be conclusive and binding upon the Parties for the purposes of this Section 3.2. Upon resolution of the sales Tax disputed items, the allocation reflected on the Allocation Schedule(s) shall be adjusted to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take reflect such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated herebyresolution. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxesThe costs, fees, stamp taxesand expenses of the Independent Accounting Firm shall be borne equally by Purchaser and Sellers. Purchaser and Sellers will each file IRS Form 8594, dutiesand all Tax Returns, chargesin accordance with the Allocation Schedule(s) that are agreed upon by the Parties pursuant to the terms of this Section 3.2. Purchaser, levies or assessments of any kind whatsoever (whether payable directly or by withholding)on the one hand, together and Sellers, on the other hand, each agrees to provide the other promptly with any interest and any penalties, additions other information required to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxcomplete Form 8594.

Allocation of Purchase Price. Seller and Buyer agree that the Purchase Price and the Assumed Liabilities (plus other relevant items) shall prepare be allocated among the Purchased Assets for all Tax purposes in accordance with the allocation methodology set forth on Exhibit E (the “Allocation Methodology”). Within 90 days following the date that the Post-Closing Adjustment is finalized pursuant to Section 2.06, Buyer shall deliver to Seller an allocation of the Purchase Price among and Assumed Liabilities to the Liberation Assets Purchased Assets, which allocation shall be prepared in accordance with section 1060 the Allocation Methodology. If Seller notifies Buyer in writing within fifteen (15) days after receipt of the Internal Revenue Code of 1986allocation that Seller objects to one or more items reflected in the allocation, as amended (“Code”) Seller and the regulations promulgated thereunder Buyer shall negotiate in good faith to resolve such dispute; provided, that if Seller and as necessary Buyer are unable to comply with resolve any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer dispute within 30 days after following Buyer’s receipt of the Closing or as soon thereafter as practicablewritten objection from Seller, such dispute shall be resolved by the Independent Accountant. Buyer agrees to fully cooperate The Independent Accountant’s resolution must be in accordance and consistent with the Allocation Methodology. The fees and expenses of such accounting firm shall be borne equally by Seller and respond to all reasonable requests for information in connection with the preparation of such allocationsBuyer. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an The final allocation of the Purchase Price for purposes of section 1060 of and Assumed Liabilities as determined by Buyer if Seller does not timely object, as agreed to by Buyer and Seller or as determined by the CodeIndependent Accountant, then as applicable, shall be referred to as the “Allocation Schedule”. Buyer and Seller and Buyer shall report, act and file income tax returns prepare all Tax Returns in a manner consistent with such agreed allocationthe Allocation Schedule. As used Any adjustments to the Purchase Price pursuant to Section 2.06 herein shall be allocated in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together a manner consistent with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxAllocation Schedule.

Allocation of Purchase Price. Seller shall prepare an a. The allocation of the Purchase Price (together with all other amounts constituting consideration for United States federal, state and local tax purposes) (the “Tax Purchase Price”) for United States federal, state and local tax purposes, shall be determined in the following manner: i. Within ninety (90) days following the Closing, the Company shall provide the Investor with a proposed allocation of the Tax Purchase Price among the Liberation Assets Shares and the Investment Warrant in accordance with section Section 1060 of the Internal Revenue Code of 1986, as amended amended, and any comparable provision of applicable law (the “CodeCompany Draft Allocation”); ii. If the Investor disagrees with the Company Draft Allocation, the Investor may, within thirty (30) days after delivery of the Company Draft Allocation, deliver a notice (the “Investor Allocation Notice”) to the Company to such effect, specifying the items with which the Investor disagrees and setting forth the Investor’s proposed allocation of the Tax Purchase Price. If an Investor Allocation Notice is duly delivered, the Investor and the regulations promulgated thereunder and as necessary Company shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to comply with any provision of state reach agreement on the disputed items or local law, including and sales or other transfer taxes. Seller shall deliver such allocations amounts in order to Buyer within 30 days after determine the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale allocation of the Liberation AssetsTax Purchase Price; iii. If the Investor and the Company are unable to reach such agreement, but the Seller’s decision Investor and the Company shall (unless the parties hereto agree in writing to extend the negotiation timeline) submit all matters that remain in dispute with respect to all the Investor Allocation Notice (along with a copy of Seller’s sales the Company Draft Allocation marked to indicate those line items not in dispute) to an independent, nationally recognized accounting firm mutually agreed to by the Investor and the Company (the “Reviewing Accountant”). The Investor and the Company shall instruct the Reviewing Accountant to make a determination no later than thirty (30) days following the submission of such dispute, based solely on the written submissions of the Company, on the one hand, and the Investor, on the other Tax matters, including hand. The Reviewing Accountant shall adjust the filing of sales Tax returns, will be in the Seller’s sole discretionCompany Draft Allocation based on these determinations. In the event that material new information arises after the Closing that is relevant All fees and expenses relating to the application of work, if any, to be performed by the sales Tax Reviewing Accountant shall be borne equally by the parties; iv. the Company Draft Allocation, as prepared by the Company if the Investor has not delivered an Investor Allocation Notice in accordance with Section 1.4(a)(ii), as adjusted pursuant to any agreement between the Investor and the Company, or as adjusted by the Reviewing Accountant, shall, absent fraud or a final determination to the sale of contrary by a taxing authority, be conclusive and binding on the Liberation AssetsInvestor and the Company for all tax purposes; and v. the Investor and the Company shall, thenand shall cause their respective Affiliates to, at reasonably cooperate to adjust the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Tax Purchase Price to reflect any subsequent adjustments to the consideration paid for purposes the Shares and the Investment Warrant for tax purposes. b. The Company, the Investor, and their respective Affiliates agree to file all tax returns consistently with this Section 1.4 and not take any position inconsistent therewith except as required by a “determination” within the meaning of section 1060 Section 1313(a) of the CodeInternal Revenue Code of 1986, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxas amended.

Allocation of Purchase Price. Seller Within one hundred and eighty (180) days following the Closing Date, the Buyer shall prepare and deliver to the Sellers’ Representative an allocation of the purchase price (adjusted as necessary to determine the purchase price for U.S. federal income tax purposes (as so adjusted for U.S. federal income tax purposes, the “Tax Allocation Purchase Price”)) among each of the Companies, and further amongst the assets of Xxxxxx Xxxxxxxx and Xxxxxxxx (including, as applicable, the assets of their respective Subsidiaries) (the “Allocation Schedule”). The Allocation Schedule shall be determined in accordance with the purchase price allocation methodology set forth on Schedule II to this Agreement (which purchase price allocation methodology is in accordance with the general principles of Sections 338 (as applicable) and 1060 of the Code and the Treasury Regulations promulgated thereunder). Unless the Sellers’ Representative objects to the Buyer’s draft of the Allocation Schedule within thirty (30) days after receipt thereof, such Allocation Schedule shall be final. If the Sellers’ Representative objects to the Buyer’s Allocation Schedule within thirty (30) days of receipt, then the Buyer and the Sellers’ Representative shall use commercially reasonable efforts to agree, within thirty (30) days of the Sellers’ Representative’s objection to the Allocation Schedule, to an allocation of the Tax Allocation Purchase Price among the Liberation Assets in accordance with section 1060 assets of the Internal Revenue Code of 1986Companies (and, as amended (“Code”) and applicable, the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale Subsidiaries of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionCompanies). In the event such mutual agreement cannot be achieved, the Buyer shall engage the Independent Accounting Firm to determine the Allocation Schedule, the costs of which are to be shared equally among the Buyer, on the one hand, and the Sellers, on the other hand; provided, that material new information arises after in determining the Closing Allocation Schedule, the Independent Accounting Firm shall apply and be bound by the purchase price allocation methodology set forth on Schedule II to this Agreement (and may not vary from such principles). Once the Allocation Schedule is final, whether by virtue of the Sellers’s Representative’s deemed acquiescence, by express written mutual agreement among the Parties, or by calculation of the Independent Accounting Firm, neither the Buyer, any of the Sellers, nor any of their respective Affiliates shall, subject to Section 9.8(e), take any position that is relevant to the application of the sales inconsistent with such final Allocation Schedule (or file any Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek Returns (including amended returns and claims for refund) and information reports in a refund of excessive Taxes otherwise paid in connection manner not consistent with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholdingAllocation Schedule), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

Allocation of Purchase Price. In the event that a Section 338(h)(10) Election is made pursuant to Section 5.4.8, Buyer and Seller agree that the Purchase Price and the liabilities of VNG (plus other relevant items) will be allocated to the assets of VNG for federal income tax purposes in accordance with the Final Allocation. Buyer shall prepare an deliver to Seller at Closing a preliminary allocation of the Purchase Price and liabilities (plus other relevant items) among the Liberation Assets assets of VNG, and, as soon as possible following the Closing (but in accordance with section 1060 any event within 90 days following the completion of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant adjustments to the application of the sales Tax Purchase Price contemplated by Section 2.1.3), Buyer shall prepare and deliver to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an final allocation of the Purchase Price for purposes and liabilities (plus other relevant items), reflecting all adjustments to the Purchase Price contemplated by Section 2.1.3, among the assets of section VNG (the "Allocation"). The Allocation shall be consistent with Section 1060 of the CodeCode 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, then Seller shall within 20 days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 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 days thereafter, such objections shall be referred to a "Big 5" accounting firm mutually agreeable to them (other than Seller's Auditors and Buyer's Auditors) or if such accounting firm cannot or refuses to serve in such capacity, a mutually acceptable firm of independent public accountants of recognized standing, whose review shall be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. Such accounting firm shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 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"). Seller and Buyer shall reportshare fees and disbursements of the accounting firm attributable to the Allocation equally. Each of Seller and Buyer agrees to timely file Internal Revenue Service Form 8594, act and file income tax all federal, state, local and foreign Tax Returns (including amended returns and claims for refund) in a manner consistent with such agreed allocationthe Final Allocation. As used Each of Buyer and Seller agrees to promptly provide the other with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in this Agreementconnection with (or otherwise affected by) the transactions contemplated hereunder. Each of Seller and Buyer shall timely notify the other, “Tax” or “Taxes” and each shall meantimely provide the other with reasonable assistance in the event of an examination, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles audit or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over proceeding regarding the assessment, determination, collection, or other imposition of any TaxFinal Allocation.

Allocation of Purchase Price. Seller (a) As soon as practicable following the Closing Date, but in no event later than the 120th day following the Closing Date, Purchaser shall prepare an and deliver to Sellers, at PURCHASE AGREEMENT (YFC/SOG) EXECUTION VERSION Purchaser's expense, a schedule setting forth the allocation of the Final YFC Purchase Price and the NVLC Vessels Purchase Price (and all YFC Assumed Liabilities) among the Liberation YFC Purchased Assets and the NVLC Vessels, in accordance with section 1060 each case as of the Internal Revenue Code Closing Date (the "Purchase Price Allocation"). (b) In the event Sellers do not raise any objection to Purchaser's schedule within thirty (30) days of 1986Sellers' receipt thereof, as amended the schedule shall be binding and shall become the final Purchase Price Allocation (“Code”the "Final Purchase Price Allocation"). In the event Sellers have any objections to Purchaser's schedule, and Sellers raise such concerns in writing to Purchaser within thirty (30) days of Sellers' receipt, Purchaser and the regulations promulgated thereunder Sellers shall cooperate in good faith to resolve their differences and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionmutually agree upon a Final Purchase Price Allocation. In the event that material new information arises after Purchaser and Sellers are unable to agree upon the Closing that is relevant to Final Purchase Price Allocation within forty-five (45) days following the application receipt of the sales Tax to schedule by Sellers, the sale Independent Auditors shall determine the Final Purchase Price Allocation. Within fifteen (15) days of engaging the Liberation AssetsIndependent Auditors for such purpose, then, at Purchaser and Sellers shall each provide the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection Independent Auditors with the transactions contemplated hereby. To the extent that Buyer their respective determinations (and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation any relevant supporting material) of the Purchase Price for purposes Allocation and the Independent Auditors shall select either Purchaser's or Sellers' determination as the Final Purchase Price Allocation. Such decision shall be based on which schedule better satisfies the requirements of Treasury Regulation section 1060 1.1060-1(c). The decision of the CodeIndependent Auditors of the Final Purchase Price Allocation shall be final and binding on Purchaser and Sellers. The fees, then Seller costs and Buyer expenses of the Independent Auditors for their services rendered pursuant to this Section 2.6 shall reportbe paid by the non-prevailing party. (c) The parties hereto shall file all federal, act state and file income local tax returns consistent with the Final Purchase Price Allocation and the allocation of the Final SOG Purchase Price to the SOG Shares. Each party agrees to complete IRS Form 8594 consistently with such agreed allocationallocation and to cooperate with the other party in the preparation of Form 8594 and to furnish the other party with a copy of such form prepared in draft form, within a reasonable period before the filing due date of such form. As used in this Agreement, “Tax” or “Taxes” No party hereto shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or have any liability to the other taxes, fees, stamp taxes, duties, charges, levies or assessments arising out of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions challenge to such tax or additional amounts imposed allocation by any governmental entity having jurisdiction over federal, state or local taxing Authority so long as the assessment, determination, collection, party does not take a position inconsistent with the Final Purchase Price Allocation and the allocation of the Final SOG Purchase Price to the SOG Shares in any tax filing or other imposition of any Taxadministrative or judicial proceeding.

Allocation of Purchase Price. Purchaser and Seller shall prepare an allocation of agree that the Purchase Price (and all other amounts treated as consideration for U.S. federal and applicable state and local income Tax purposes) shall be allocated among the Liberation Transferred Assets for all purposes (including financial accounting and Tax purposes) in accordance with section Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations Treasury Regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes(the “Allocation Principles”). Seller shall deliver such allocations to Buyer within 30 Within one hundred twenty (120) days after the Closing Date, Purchaser shall prepare and deliver to Seller a draft allocation schedule prepared in accordance with the Allocation Principles for Seller’s review and consent. Within thirty (30) days following the receipt by Seller of such draft allocation schedule, Seller shall review such draft allocation schedule and submit to Purchaser in writing any reasonable objections or as soon thereafter as practicableproposed changes to the draft allocation schedule (an “Objections Notice”). Buyer agrees Unless Seller submits an Objections Notice on or prior to fully cooperate the expiration of such thirty (30) day period, the draft allocation schedule prepared and delivered to Seller pursuant to this Section 3.2 shall be deemed agreed upon by the Parties and shall be deemed conclusive. If Seller submits an Objections Notice, the Parties shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If, after negotiating in good faith, the Parties are unable to agree on a mutually satisfactory allocation schedule within thirty (30) days after the expiration of the thirty (30) day period referred to above, so much of the draft allocation schedule that remains disputed shall be promptly referred to the Independent Accountant for resolution; provided, however, that the Independent Accountant shall be required to make its determination in a manner consistent with the Allocation Principles. Upon finalization of such allocation schedule (either by mutual agreement of the Parties (actual or deemed) or by the Independent Accountant) (the “Allocation Schedule”), (i) the Allocation Schedule shall be amended as, and to the extent necessary, to reflect any adjustment to the Purchase Price, (ii) except to the extent required to comply with audit determinations of any Governmental Authority with jurisdiction over a Party, Purchaser, Seller and respond to their respective Affiliates shall report the purchase and sale for all reasonable requests for information required federal income Tax and all other applicable Tax purposes in connection a manner consistent with the preparation of such allocations. Allocation Schedule, and (iii) Purchaser, Seller will reasonably consult with Buyer regarding the preparation of and their respective Affiliates shall not take any sales position in any Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision Return or Proceeding with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing Taxes that is relevant to inconsistent with the application Allocation Schedule without the consent of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyerother Party. Purchaser, Seller shall take such reasonable steps as may be appropriate and their respective Affiliates agree to seek a refund of excessive Taxes otherwise paid file Internal Revenue Service Form 8594 (Asset Acquisition Statement Under Section 1060), and all federal and state Income Tax Returns, in connection accordance with the transactions contemplated hereby. To the extent that Buyer Allocation Schedule, and Purchaser and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of to provide the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent other with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments any information reasonably required to complete IRS Form 8594 within fifteen (15) days of any kind whatsoever (whether payable directly or reasonable request for such information by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or such other imposition of any TaxParty.

Allocation of Purchase Price. Seller The Sellers shall prepare an a draft allocation of the Purchase Price (and all other capitalized costs) among the Liberation Shares and the Transferred Assets in accordance with section Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated Treasury Regulations thereunder (and as necessary to comply with any similar provision of state state, local or local law, including and sales or other transfer taxesforeign Law) (the “Sellers Draft Allocation”). Seller The Sellers shall deliver such allocations the Sellers Draft Allocation to Buyer Purchaser within 30 90 days after the date hereof (and in all events, prior to the Closing or as soon thereafter as practicableDate). Buyer agrees Purchaser shall have the right to fully cooperate with Seller and respond review the Sellers Draft Allocation and, to all reasonable requests for information in connection the extent Purchaser disagrees with the preparation Sellers Draft Allocation, Purchaser shall notify Sellers in writing of such allocationsany objections within 15 days after receipt of the Sellers Draft Allocation (and in all events, prior to the Closing Date). Seller will reasonably consult with Buyer Sellers and Purchaser shall use their reasonable best efforts to reach agreement on the disputed items or amounts, if any. If Sellers and Purchaser are unable to reach an agreement regarding the preparation Sellers Draft Allocation, then within 15 days following receipt by Sellers of Purchaser’s objections (and in all events, prior to the Closing Date), any sales Tax returns in connection with disagreement shall be resolved by the sale Accounting Firm. Any allocation determined pursuant to the decision of the Liberation Assets, but the Seller’s decision Accounting Firm shall be prepared in accordance with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section Section 1060 of the CodeCode and the Treasury Regulations thereunder (and any similar provision of state, then Seller local or foreign Law). The allocation, as prepared by Sellers if no timely objection by Purchaser has been given, as adjusted pursuant to any agreement between the Parties or as determined by the Accounting Firm (the “Final Allocation”) shall be final and Buyer binding on all Parties. Purchaser shall reporttimely and properly prepare, act execute, deliver and file income tax returns consistent all such documents, forms and other information as the Sellers may reasonably request in preparing such allocation. The Sellers and Purchaser and their Affiliates shall file all Tax Returns (including, without limitation, IRS Form 8594) in all respects consistently with such agreed allocationFinal Allocation prepared by the Sellers. As used in this Agreement, “Tax” or “Taxes” Neither the Sellers nor Purchaser shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of take any kind whatsoever position (whether payable directly for Tax Returns, audits or otherwise) that is inconsistent with such Final Allocation unless required to do so by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxapplicable Law.

Allocation of Purchase Price. Within thirty (30) days after the final determination of the Final Purchase Price, the Seller shall prepare an allocation of deliver to the Purchaser a proposed schedule (the “Allocation Schedule”) allocating the Purchase Price among the Liberation Transferred Assets (with the understanding that the Purchase Price shall first be allocated to the Transferred Entity consistent with the valuation set forth in accordance with section 1060 Section 5.11(c)(iv) of the Internal Revenue Code of 1986Disclosure Schedules, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding amount so allocated thereafter allocated for U.S. Tax purposes to the preparation of any sales Tax returns in connection with the sale assets of the Liberation AssetsTransferred Entity) for the Purchaser’s review and approval, but which approval shall not be unreasonably withheld, conditioned or delayed. The Purchaser agrees that, promptly after approving the Allocation Schedule, it shall sign the Allocation Schedule and return an executed copy thereof to the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises the Purchaser does not agree with the Allocation Schedule as proposed by the Seller and provides the Seller with written notice of such disagreement, and the basis for such disagreement, within twenty (20) Business Days after delivery of the Closing proposed Allocation Schedule, the Purchaser and the Seller shall negotiate in good faith to resolve any differences, provided that, if the Purchaser does not provide such written notice within twenty (20) Business Days after delivery of the proposed Allocation Schedule, the proposed Allocation Schedule shall become the final Allocation Schedule. In the event that is relevant the Purchaser and the Seller are unable to resolve any differences within forty-five (45) days after delivery of the proposed Allocation Schedule by the Seller to the application Purchaser, the parties shall retain a mutually acceptable national accounting firm to determine the final Allocation Schedule. The fees and expenses of such accounting firm shall be borne equally by the sales Tax to Purchaser and the sale Seller, and the decision of such firm shall be final and binding on the Liberation Assets, then, at parties. The Purchaser and the reasonable request of Buyer, Seller shall take file and cause to be filed all Tax Returns and execute such reasonable steps other documents as may be appropriate to seek required by any taxing authority, in a refund of excessive Taxes otherwise paid in connection manner consistent with the transactions contemplated hereby. To the extent that Buyer Allocation Schedule, and Seller agree shall not take any position inconsistent therewith in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments any examination of any kind whatsoever (whether payable directly Tax Return, in any refund claim or in any litigation or investigation, except as required by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxapplicable Laws.

Allocation of Purchase Price. Seller shall prepare an allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”a) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller shall agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price and Assumed Liabilities (and any other amounts treated as paid in consideration for the Transferred Assets and the Transferred Company for applicable Tax purposes) among Seller, the Transferred Company and the Asset Selling Affiliates (the “Allocation”). The Allocation shall be consistent with this Section 2.05, applicable Tax Law, including Sections 1060 and 338 of the Code and any Laws relating to Transfer Taxes, and Schedule 2.05(a). (b) Within 15 business days after the date of this Agreement, Seller shall deliver to Buyer a schedule containing an estimate of the percentage of the Purchase Price allocable to each of the ten countries that Seller estimates to have the ten highest such percentages. Such schedule will be for informational purposes only and will not be binding on either Buyer or Seller for any purpose, including with respect to the Proposed Allocation described in the immediately following sentence. Within 60 days after the date of this Agreement, Seller shall deliver a draft of the Allocation (the “Proposed Allocation”) to Buyer. Except as provided in Section 2.05(c) and Section 2.05(d), at the close of business on the 45th day after delivery of the Proposed Allocation, the Proposed Allocation shall become binding upon Buyer and Seller as the Allocation, including for purposes of section 1060 determining the “Purchase Price” with respect to each Country Transfer Agreement. (c) Buyer shall raise any objection (so long as such objection is reasonable) to the Proposed Allocation in writing within 45 days of the Codedelivery of the Proposed Allocation. Buyer and Seller shall negotiate in good faith to resolve any dispute within 45 days after delivery of any objection to the Proposed Allocation. If Buyer and Seller resolve in writing all such disputes concerning the Proposed Allocation within 45 days after delivery of such objection, the Proposed Allocation, as amended to reflect such resolution, shall become binding upon Buyer and Seller as the Allocation, including for purposes of determining the “Purchase Price” with respect to each Country Transfer Agreement. (d) If Buyer and Seller cannot agree on the Allocation within 45 days after delivery of any objection to the Proposed Allocation, then all remaining disputed items shall be submitted for resolution by an independent appraisal firm mutually selected by Buyer and Seller or, if the parties are unable to agree, an independent appraisal firm selected by Seller’s and Buyer’s independent accounting firms (such firm, the “Appraisal Firm”). Buyer and Seller shall each request that the Appraisal Firm make a final determination in writing as to the disputed items within 30 days after such submission. The Proposed Allocation shall be amended in accordance with the written findings of the Appraisal Firm, and the Proposed Allocation, as so amended, shall become binding upon Buyer and Seller as the Allocation, including for purposes of determining the “Purchase Price” with respect to each Country Transfer Agreement. The fees, costs and expenses of the Appraisal Firm pursuant to this Section 2.05 shall be borne one-half each by Buyer and Seller. (e) The Allocation shall be amended to reflect any adjustments (including those described in Section 2.04) to the Purchase Price under this Agreement, and any other adjustments mutually agreed to between the parties. If, after all adjustments to the Allocation are made, the Allocation with respect to the Closing Inventory or the property, plants and equipment of Seller, the Transferred Company or any Asset Selling Affiliate, when expressed in the relevant local currency at the Exchange Rate used to determine the Closing Inventory and the property, plants and equipment, is different from the local currency net book value recorded on the statutory books for the Transferred Assets of Seller or such Asset Selling Affiliate as of the Applicable Closing Date, then the Allocation with respect to the Closing Inventory or the property, plants and equipment (as applicable) of Seller or such Asset Selling Affiliate shall be adjusted so that it is equal to such local currency net book value, and the parties will mutually agree to a corresponding upward or downward adjustment (as appropriate) elsewhere in the Allocation. (f) Each of Seller, Buyer and their respective Affiliates shall prepare and timely file its Tax Returns (including Internal Revenue Service Form 8594) on a basis consistent with the Allocation and shall take no position inconsistent with the Allocation on any Tax Return or in any proceeding before any Taxing Authority or otherwise, except as required by applicable Law. 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 hereto, and both Seller and Buyer agree to use their commercially reasonable efforts to defend such Allocation in any audit or similar proceeding, and the dispute shall reportbe governed by the procedures for Claims in Section 10.05. (g) To the extent that the amounts paid to Seller or any Asset Selling Affiliate on the Principal Closing Date are not equal to the portion of the Purchase Price allocated to Seller or such Asset Selling Affiliate in the Allocation, act and file income tax returns consistent as adjusted pursuant to Section 2.05(e) (with such agreed allocation. As used in this Agreementrespect to Seller or any Asset Selling Affiliate, the “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholdingAllocated Purchase Price”), together with the parties shall, and shall cause their respective Affiliates to, take all necessary actions to refund, repay and redistribute as promptly as reasonably practicable any interest amounts paid to Seller or any Asset Selling Affiliate in excess of Seller’s or such Asset Selling Affiliate’s Allocated Purchase Price, such that, after giving effect to any such refunds, repayments and any penaltiesredistributions, additions the amounts received by Seller and each Asset Selling Affiliate shall be equal to tax Seller’s or additional amounts imposed by any governmental entity having jurisdiction over the assessmentsuch Asset Selling Affiliate’s Allocated Purchase Price, determination, collection, or other imposition of any Taxas adjusted pursuant to Section 2.05(b).

Allocation of Purchase Price. Parent, Acquisition Sub and Seller shall prepare use their reasonable best efforts to agree prior to the Closing Date to an initial allocation of the Initial Purchase Price and the Assumed Liabilities among the Liberation Purchased Assets (the “Allocation”). Such Allocation will be based on arm’s length negotiations and will be prepared in accordance with section Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after Parent, Acquisition Sub and Seller are unable to agree on the Allocation prior to the Closing that is relevant Date, the Allocation shall be determined in the following manner. Within sixty (60) days following the Closing Date, Parent and Acquisition Sub shall deliver to Seller a proposed Allocation. Seller shall deliver written notice to Parent and Acquisition Sub within thirty (30) days after Seller’s receipt of Parent’s and Acquisition Sub’s proposed Allocation either accepting or objecting to Parent’s and Acquisition Sub’s proposed Allocation (in the application absence of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyersuch written notice, Seller shall take be deemed to have accepted Parent’s and Acquisition Sub’s proposed Allocation). If Seller so objects to Parent’s and Acquisition Sub’s proposed Allocation, Seller, Parent and Acquisition Sub shall attempt to resolve their differences by good faith negotiation. If with thirty (30) days, Seller, Parent and Acquisition Sub are unable to agree to an Allocation, such reasonable steps Allocation shall be determined by the Independent Accountants. The Independent Accountants shall use their best efforts to reach a determination as may promptly as possible and in no event later than twenty (20) days after submission of the matter to the Independent Accountants. All determinations of the Independent Accountants relating to the Allocation, absent fraud, shall be appropriate final and binding on the Parties, and all fees and expenses of the Independent Accountants shall be borne equally by Parent and Seller. In the event of an adjustment to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes and Assumed Liabilities as a result of section the payment of the Earnout Purchase Price or otherwise, the Allocation shall be adjusted in a manner consistent with the provisions of Section 1060 of the Code. Any disputes regarding the manner of adjustment shall be resolved by the Independent Accountants. Each party shall, then Seller to the extent permitted by applicable Law, report the Tax consequences of the purchase and Buyer shall reportsale contemplated hereby (including, act and file income tax returns without limitation, the filing of Internal Revenue Service Form 8594 in respect of the Purchased Assets) in a manner consistent with such agreed allocation. As used in this Agreementthe Allocation, “Tax” or “Taxes” and shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments not voluntarily take any position inconsistent therewith upon examination of any kind whatsoever (whether payable directly Tax Returns, in any claim for any Tax refund, in any Litigation or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxotherwise.

Allocation of Purchase Price. Seller shall prepare an allocation (a) The Purchase Price (including, for the avoidance of doubt, the dollar value of the Purchase Price among the Liberation Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary Assumed Liabilities transferred to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant CanCo to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take extent such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation Assumed Liabilities constitute part of the Purchase Price for purposes Tax purposes) (the “Tax Purchase Price”) shall be allocated among the Purchased Assets taking account of section 1060 and in accordance with the fair market value of such Purchased Assets. It is agreed that the portion of the CodeTax Purchase Price allocable to “goodwill” will be any residual balance of the Tax Purchase Price remaining after the reasonable allocation specifically agreed by the Parties to all other specific assets. (b) Within 60 calendar days after the Closing, LCCI shall prepare and deliver to CanCo a schedule (an “Allocation Schedule”) allocating the Tax Purchase Price among the Purchased Assets, in such amounts reasonably determined by LCCI to be consistent with the principles set forth in Section 2.9(a) and applicable Tax Law. (c) CanCo shall have a period of 30 calendar days after the delivery of the Allocation Schedule (the “Response Period”) to present in writing to LCCI notice of any objections CanCo may have to the allocations set forth therein (an “Objections Notice”). Unless CanCo timely objects, such Allocation Schedule shall be binding on the Parties without further adjustment, absent manifest error. (d) If CanCo shall raise any objections within the Response Period, LCCI and CanCo shall negotiate in good faith and use their reasonable best efforts to resolve such dispute. If LCCI and CanCo fail to agree within 30 calendar days after the delivery of the Objections Notice, then Seller the disputed items shall be resolved by the Accounting Firm, whose determination shall be final and Buyer binding on the Parties. The Accounting Firm shall reportresolve the dispute within 30 calendar days after the item has been referred to it. The costs, act fees and file income tax returns consistent expenses of the Accounting Firm shall be borne equally by LCCI and CanCo. (e) The Parties shall use the allocations finally determined pursuant to this Section 2.9 (the “Allocations”) in preparing and filing all required Tax Returns. The Parties shall not take any position inconsistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments the Allocations upon any examination of any kind whatsoever (whether payable directly such Tax Return, in any refund claim or by withholding), together with in any interest and Tax litigation. The Parties shall notify each other Party within ten Business Days if it receives written notice that any penalties, additions to tax or additional amounts imposed by Tax authority proposes any governmental entity having jurisdiction over allocation different the assessment, determination, collection, or other imposition of any TaxAllocations.

Allocation of Purchase Price. Seller (a) Attached as Schedule D is a schedule setting forth the allocation of the Base Purchase Price, among the PMD Shares and the PMD Asset Sellers (the “Base Purchase Price Allocation”) which shall prepare an be conclusive and binding on APD, Buyer and their respective Subsidiaries and Affiliates. No later than ninety (90) days after the Closing Date, Buyer, on behalf of itself, the PMD Share Buyers and the PMD Asset Buyers, shall deliver to APD a schedule (the “Closing Adjustments Allocation Schedule”), allocating the Closing Adjustment Amounts, among the PMD Shares and the PMD Asset Sellers, which allocation: (i) shall, in all cases, be consistent with the Base Purchase Price Allocation, (ii) shall allocate the amounts described in Sections 2.1(ii) and 2.1(iii) based on the PMD Shares and the PMD Asset Sellers to which such amounts relate, and (iii) shall allocate the amount described in Section 2.1(iv) in accordance with the Base Purchase Price Allocation. If APD disagrees with the Closing Adjustments Allocation Schedule, APD may, within thirty (30) days after delivery of the Closing Adjustments Allocation Schedule, deliver a notice (the “APD Allocation Notice” to Buyer to such effect, specifying those items as to which APD disagrees and setting forth APD’s proposed allocation. If the APD Allocation Notice is duly delivered, Buyer and APD shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts. If Buyer and APD are unable to reach such agreement, they shall promptly thereafter cause the Accounting Firm to resolve any remaining disputes (it being understood that no adjustment shall be made by the Accounting Firm to the Base Purchase Price Allocation). The Closing Adjustments Allocation Schedule, as it may be adjusted pursuant to any agreement between APD and Buyer or as determined by the Accounting Firm, and as further adjusted as appropriate to reflect Final Closing Cash, Final Closing Indebtedness and Final Closing Net Working Capital, in each case as determined pursuant to Section 2.5, shall be applied to the Base Purchase Price Allocation and, as so applied, shall become the final allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) PMD Shares and the regulations promulgated thereunder PMD Asset Sellers (the “Final Allocation”), which shall be conclusive and as necessary to comply with binding on APD, Buyer and their respective Affiliates. (b) APD and Buyer shall (and shall cause their respective Subsidiaries and Affiliates to) (i) be bound by the Final Allocation for purposes of determining any provision of state or local lawTaxes, including (ii) prepare and sales or file IRS Form 8594 and any other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information comparable forms required under applicable Tax Law in connection a manner consistent with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Final Allocation, (iii) prepare and file its Tax returns in connection Returns on a basis consistent with the sale of Final Allocation and (iv) take no position inconsistent with the Liberation AssetsFinal Allocation on any applicable Tax Return or in any proceeding before any Tax Authority, but the Seller’s decision with respect except as otherwise required pursuant to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretiona Final Determination. In the event that material new information arises a Tax Authority disputes the Final Allocation, the party receiving notice of such dispute shall promptly notify the other party hereto, and APD and Buyer shall (and shall cause their respective Subsidiaries and Affiliates to) use their reasonable best efforts to defend such Final Allocation in any applicable proceeding, and the matter shall be handled as a Tax Audit. (c) No later than one hundred twenty (120) days after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation AssetsDate, then, at the reasonable request of Buyer, on behalf of itself, the PMD Share Buyers and the PMD Asset Buyers, shall deliver to APD a schedule (the “Preliminary Asset Allocation Schedule”) (i) allocating among the Acquired PMD Assets sold by each PMD Asset Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price allocated to such PMD Asset Seller on the Final Allocation and any relevant Assumed Liabilities and (ii) allocating among the assets of US63, any Required 338 Entity and any Transferred DRE the Purchase Price allocated to the applicable PMD Share Seller on the Final Allocation and any relevant Assumed Liabilities, in each case, in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder to the extent applicable. For the avoidance of doubt, the Preliminary Asset Allocation Schedule shall be limited to the specific assets and liabilities described in the immediately preceding sentence and shall be consistent in all respects with the Final Allocation. If APD disagrees with the Preliminary Asset Allocation Schedule, APD may, within thirty (30) days after delivery of the Preliminary Asset Allocation Schedule, deliver a notice (the “APD Asset Allocation Notice”) to Buyer to such effect, specifying those items as to which APD disagrees and setting forth APD’s proposed allocation. If the APD Asset Allocation Notice is duly delivered, Buyer and APD shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts. If Buyer and APD are unable to reach such agreement, they shall promptly thereafter cause the Accounting Firm to resolve any remaining disputes. The Preliminary Asset Allocation Schedule, as it may be adjusted pursuant to any agreement between APD and Buyer or as determined by the Accounting Firm, shall be conclusive and binding on APD, Buyer and their respective Subsidiaries and Affiliates. (d) APD and Buyer shall (and shall cause their respective Subsidiaries and Affiliates to) allocate any post-Closing adjustment to the Purchase Price or any other items that are treated as additional consideration for Tax purposes (including the Assumed Liabilities) to the relevant Transferred PMD Company or the PMD Asset Seller; shall further allocate such adjustment, if relevant for purposes of section 1060 of any applicable Law, to the Code, then Seller assets to which such adjustment relates; and shall make any corresponding changes required to reflect such adjustment; in each case as reasonably determined by APD and Buyer shall report, act and file income tax returns consistent with such agreed allocationthe Base Purchase Price Allocation and, to the greatest extent reasonably possible, with the Final Allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments In the event of any kind whatsoever (whether payable directly or by withholding)such adjustment, together the parties shall timely file with any interest and relevant Tax Authority any penalties, additions additional information required to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxbe filed under applicable Law.

Allocation of Purchase Price. Within 90 days after the Closing Date, (a) Purchaser and Seller shall prepare an mutually agree on the allocation of the Purchase Price Price, together with the Assumed Liabilities included in the amount realized, among the Liberation Purchased Assets in accordance with section 1060 of according to their relative fair market values on the Internal Revenue Code of 1986Closing Date, as amended and (b) Purchaser shall prepare and deliver to Seller a schedule (the “CodeAllocation Schedule”) and setting forth such mutually agreed-upon allocation among the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxesPurchased Assets. Seller shall deliver have 10 days after receipt of the Allocation Schedule to provide Purchaser with written notice of any objection to the Allocation Schedule. If Seller does not provide written notice of any objection within such allocations 10-day period, the Allocation Schedule shall become final (the “Final Purchase Price Allocation”). If Seller provides written notice of its objection to Buyer the Allocation Schedule within such 10-day period, Purchaser and Seller shall negotiate in good faith to agree upon a revised allocation, and any such agreed-upon allocation shall become the Final Purchase Price Allocation. If Purchaser and Seller cannot agree upon a revised allocation with 20 days following Seller’s written notice of its objection to the Allocation Schedule, then the matters in dispute shall be submitted to the Accounting Firm, and the Accounting Firm’s decision on such disputed matters, together with any agreed-upon matters, shall constitute the Final Purchase Price Allocation. Purchaser and Seller shall use their commercially reasonable efforts to cause the Accounting Firm to make its determination as promptly as possible and in any event within 30 days after the Closing or as soon thereafter as practicableAccounting Firm has been retained. Buyer agrees The cost and expense of the Accounting Firm for purposes of the foregoing dispute resolution shall be borne equally by Purchaser and Seller. The Final Purchase Price Allocation shall be binding on Purchaser and Seller. Subject to fully cooperate with the foregoing provisions of this Section 2.08, Purchaser and Seller shall, and respond to all reasonable requests for information in connection with Seller shall cause the preparation of such allocations. Seller will reasonably consult with Buyer regarding other Asset Sellers to, report the preparation of any sales Tax returns in connection with the purchase and sale of the Liberation AssetsPurchased Assets and the Purchased Shares on all relevant Tax Returns, but including IRS Form 8594, and shall not take any position inconsistent with the Allocation Schedule unless required by applicable Law; provided, however, that Purchaser’s Tax basis in the Purchased Assets and the Purchased Shares may exceed the total amount allocated to the Purchased Assets and the Purchased Shares pursuant to the Allocation Schedule to reflect Purchaser’s capitalized transaction costs, and Seller’s decision with respect amount realized may be less than the total amount allocated to all of the Purchased Assets and the Purchased Shares pursuant to the Allocation Schedule in order to reflect Seller’s sales and other Tax matters, including transaction costs. The Allocation Schedule shall be subsequently amended as required by applicable Law as the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller parties shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxmutually agree.

Allocation of Purchase Price. Buyer and Seller shall prepare acknowledge that the purchase and sale contemplated by this Agreement constitutes an allocation “applicable asset acquisition” within the meaning of the Purchase Price among the Liberation Assets in accordance with section 1060 Section 1060(c) of the Internal Revenue Code of 1986, as amended (the “Code”). The parties expressly agree that the Purchase Price shall be allocated among the Business Assets as follows: (a) The parties agree that, unless they agree otherwise as provided for in this Section 3.6, (and subject to the regulations promulgated thereunder and provisions of Subsection 3.6(b) below) the Purchase Price shall be allocated among the Business Assets as necessary follows: (i) the Purchase Price shall be allocated to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale fixed assets of the Liberation AssetsBusiness (i.e. the Biloxi Xxxx, but II, the Real Estate, the Gaming Equipment, the Personal Property) in an amount equal to the tax net book value of fixed assets, as shown on the Seller’s decision with respect books as of the Closing, (ii) the Purchase Price shall be allocated to all of Inventory based on Seller’s sales cost, and other Tax matters, including (iii) the filing balance of sales Tax returns, the Purchase Price shall be allocated to good will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant and/or to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, other Intangibles. Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent has notified Buyer that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on believes that an allocation of the Purchase Price among the Business Assets on this basis fairly reflects the actual current fair market value of the respective assets and therefore reflects an appropriate basis for purposes of section 1060 allocating the Purchase Price under Section 1060(c) of the Code. (b) Buyer shall have thirty (30) days after the Effective Date of this Agreement to notify Seller at to whether it has any objections to the proposed allocation of the Purchase Price, as reflected in Subsection 3.6(a) (the “Seller’s Allocation”). Any such objection(s) shall be made in writing and shall specify the nature of Buyer’s objection, the specific Business Assets affected by the objection and the change in the Seller’s Allocation which Buyer proposes to make. If Buyer does not object to the Seller’s Allocation within the said thirty (30) day period, then Seller and Buyer shall report, act prepare and timely file an IRS Form 8594 (the “Asset Allocation Statement”) with each of their respective federal income tax returns consistent reflecting the Seller’s Allocation. If Buyer does timely object to the Seller’s Allocation, then Buyer and Seller shall use good faith efforts to resolve any dispute with respect to the Purchase Price allocation. If within 15 days after delivery of Buyer’s objections to Seller, Seller and Buyer are unable, in good faith, to reach such an agreement, Seller and Buyer will each use their respective proposed allocation statements (with Seller to use the Seller’s Allocation and Buyer to use the Seller’s Allocation, as modified by its proposed changes). If, within 15 days after delivery of Buyer’s objections to Seller, Seller and Buyer shall have agreed on an allocation, then Seller and Buyer shall prepare and file an Adjusted Asset Allocation Statement in the form so agreed and will act in accordance with the Adjusted Asset Allocation Statement in the preparation, filing and audit of any Tax Return. (c) If an adjustment is made with respect to the Purchase Price pursuant to Section 10.4 or 13.9, and such adjustment has not been taken into account previously, then the Asset Allocation Statement shall be adjusted in accordance with Section 1060 of the Code. Purchaser and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code. Neither Buyer nor Seller will take a position inconsistent with the allocation of the Purchase Price as determined pursuant to this Section 3.6; provided, however, that, if the Internal Revenue Service takes a position with respect to either Buyer or Seller that is inconsistent with such agreed allocation. As used in this Agreement, “Tax” then either Buyer or “Taxes” shall meanSeller, unless qualifiedas the case may be, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over may take a protective position adopting the assessment, determination, collection, or other imposition of any TaxInternal Revenue Service’s contention until the controversy has been resolved.

Allocation of Purchase Price. Seller The amount of the Purchase Price and the Assumed Obligations shall prepare be allocated among the SLSJ Assets in accordance with the applicable requirements of Section 1060 of the Code and the regulations promulgated thereunder. Purchaser and Sellers agree, for both tax and financial accounting purposes, to use commercially reasonable efforts to agree, at least thirty (30) days prior to the anticipated Closing Date, upon an allocation of the amount of the Purchase Price and the Assumed Obligations among the Liberation SLSJ Assets (the "ALLOCATION") and report the purchase and sale of the SLSJ Assets in accordance a manner consistent with section the Allocation, subject to the adjustment, if any, required under Section 14 and taking into account their respective tax and financial accounting methods and practices. In the event Purchaser and Sellers are unable to agree upon the Allocation at least thirty (30) days prior to the anticipated Closing Date, then Purchaser and Sellers shall cause an appraisal of the SLSJ Assets (the "APPRAISAL") to be performed by a qualified appraisal firm to be mutually agreed upon by them, and the Appraisal shall be conclusive and binding upon the parties for purposes of the Allocation. The cost of the Appraisal shall be shared equally by Purchaser, on one hand, and Sellers, on the other hand. In the event Sellers and Purchaser cannot mutually agree upon the selection of a qualified appraisal firm at least twenty (20) days prior to the anticipated Closing Date after negotiation in good faith, each party may determine and proceed to use its own allocation of the amount of the Purchase Price and the Assumed Obligations among the SLSJ Assets for both tax and accounting purposes. Purchaser and Sellers will comply with the applicable information reporting requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with thereunder. If any provision of state taxing authority makes or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision proposes an allocation with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be SLSJ Assets that differs materially from that contained in the Seller’s sole discretionAllocation, Purchaser and Sellers shall each have the right, at such party's election and expense, to contest such taxing authority's determination. In the event that material new information arises after of such a contest, the Closing that is relevant other party agrees to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.cooperate

Allocation of Purchase Price. Seller shall prepare an allocation of The Parties agree that the Purchase Price (together with any other items properly treated as purchase price for U.S. federal and applicable state and local income Tax purposes) shall be allocated among the Liberation Assets assets of the Company in accordance with section Section 1060 of the Internal Revenue Code and the Treasury Regulations thereunder (and any similar provision of 1986state, local, or foreign Law, as amended appropriate) (the “CodeAllocation”) ). Buyer shall prepare a draft of the Allocation and the regulations promulgated thereunder and as necessary to comply shall provide such Allocation (together with any provision of state supporting materials or local lawcalculations, including and sales or other transfer taxes. any valuation report) to Seller shall deliver such allocations to Buyer within 30 one hundred twenty (120) days after the Closing or as soon thereafter as practicableDate. If, within thirty (30) days following the delivery of the Allocation, Seller does not notify Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection of its disagreement with the preparation of draft Allocation, the Allocation shall be final and binding on all Parties. If, within such allocations. thirty (30) day period, Seller will reasonably consult with notifies Buyer regarding the preparation of in writing that Seller disputes any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be item reflected in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation AssetsAllocation, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree shall cooperate in a writing signed by an authorized representative of both good faith to resolve such dispute. If Buyer and Seller reach an agreement regarding the Allocation, such agreed Allocation shall be binding on all Parties. If Buyer and Seller are unable to reach an allocation agreement within thirty (30) days after Xxxxxx’s written notification of a dispute regarding the Allocation, Buyer and Seller shall jointly engage a nationally recognized independent accountant mutually agreeable to Buyer and Seller to determine the Allocation. The fees of the Purchase Price for purposes of section 1060 independent accountant shall be shared equally on one hand by Xxxxx and on the other hand by Xxxxxx. The determination of the CodeAllocation by the independent accountant shall be binding on all Parties. Buyer, then the Company, Seller and Buyer their respective Affiliates shall report, act report and file income tax returns Tax Returns in all respects and for all purposes consistent with such agreed allocation. As used in this Agreement, “Tax” Allocation (or “Taxes” as determined by such independent accountant) and shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of not take any kind whatsoever position (whether payable directly in Proceedings, audits, Tax Returns or otherwise) that is inconsistent with such Allocation unless required to do so by withholding)applicable Law. The Allocation shall be further revised mutually between the Parties as necessary pursuant to the provisions of this Agreement to reflect any subsequent adjustments to the Purchase Price, together with any interest including pursuant to Section 1.2 and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxArticle 9.

Allocation of Purchase Price. Seller shall prepare an allocation (a) Within ninety (90) days after the final determination of the Purchase Price under Section 2.13 and Section 2.14 hereunder, Seller shall allocate for U.S. federal income tax purposes (x) the Purchase Price (together with any Assumed Liabilities or other items properly treated as purchase price for U.S. federal income tax purposes) as between the Equity of each Acquired Company and the Transferred Assets and (y) thereafter, (i) the aggregate amount allocated to the Equity of the Acquired Companies among the Liberation Equity of each Acquired Company, (ii) the aggregate amount allocated to the Transferred Assets among the Transferred Assets and (iii) the aggregate amount allocated to the Equity of any Acquired Company that is a disregarded entity for US tax purposes or, if applicable, for which the Section 338(h)(10) Elections may be made pursuant to Section 7.9, shall be further allocated among the assets of such Acquired Company (together, the “Proposed Allocation”), and Seller shall promptly provide a copy of the Proposed Allocation to Purchaser. Purchaser shall have a period of fifteen (15) Business Days after the delivery of the Proposed Allocation (the “Response Period”) to present in writing to Seller notice of any objections Purchaser may have to the allocations set forth therein (an “Objection Notice”). Unless Purchaser timely objects to the Proposed Allocation within the specified time period, such Proposed Allocation shall be binding on the parties without further adjustment, absent manifest error. If Seller fails to provide Purchaser with the Proposed Allocation within ninety (90) days after the final determination of the Purchase Price, Purchaser shall have the right to provide Seller with the Proposed Allocation, with the remaining procedures applying mutatis mutandis. (b) If Purchaser shall raise any objections within the Response Period, Purchaser and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after the delivery of the Objections Notice, then the disputed items shall be resolved by the Independent Accounting Firm in accordance with section the procedures set forth in Section 2.13, whose determination shall be final and binding on the parties. The Independent Accounting Firm shall use reasonable efforts to resolve the dispute within thirty days after the item has been referred to it. The costs, fees and expenses of the Independent Accounting Firm shall be borne in the manner described in Section 2.14. (c) The final allocation shall be amended to reflect any purchase price adjustments hereunder. Seller and Purchaser shall and each shall cause its Affiliates to (A) report the transactions contemplated by this Agreement for Tax purposes (including Section 1060 of the Internal Revenue Code) in accordance with the allocation (as so amended) as finally determined under this Section 2.7 and (B) not take any position inconsistent with such final allocation (as so amended) on any of their respective Tax Returns unless otherwise required by a “determination” within the meaning of Section 1313 of the Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with or any similar provision of state state, local or local law, including and sales non-U.S. Law) or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation settlement of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles audit or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together claim with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxa Tax Authority.

Allocation of Purchase Price. (a) The Allocation, as defined below, shall be determined in the following manner: (i) Within one-hundred and eighty (180) days following the Closing Date, Purchaser shall provide the Seller shall prepare an with a proposed allocation of the Purchase Price and the applicable Assumed Liabilities (together with any other amounts treated as consideration for U.S. federal income Tax purposes) among the Liberation Transferred Assets in accordance with section Section 1060 of the Internal Revenue Code and any comparable provision of 1986, as amended applicable Law (“CodePurchaser Draft Allocation”); provided, however, that the Purchaser Draft Allocation shall be prepared in accordance with Exhibit F; (ii) If the Seller disagrees with the Purchaser Draft Allocation, the Seller may, within thirty (30) days after delivery of the Purchaser Draft Allocation, deliver a notice (the “Seller Allocation Notice”) to Purchaser to such effect, specifying the items with which the Seller disagrees and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but setting forth the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an proposed allocation of the Purchase Price for purposes of section 1060 (and other relevant amounts). If the Seller Allocation Notice is duly delivered, the Seller and Purchaser shall, during the thirty (30) 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 Code, then Purchase Price (and other relevant amounts); (iii) If the Seller and Buyer Purchaser are unable to reach such agreement, the Seller and Purchaser shall reportsubmit all matters that remain in dispute with respect to the Seller Allocation Notice (along with a copy of the Purchaser Draft Allocation marked to indicate those line items not in dispute) to an independent, act nationally recognized accounting firm mutually agreed to by the Seller and Purchaser (the “Reviewing Accountant”). The Seller and Purchaser shall instruct the Reviewing Accountant to make a determination no later than thirty (30) days following the submission of such dispute, based solely on the written submissions of Purchaser, on the one hand, and the Seller , on the other hand. The Reviewing Accountant shall adjust the Purchaser Draft Allocation based on these determinations. All fees and expenses relating to the work, if any, to be performed by the Reviewing Accountant shall be borne equally by the parties; (iv) The Purchaser Draft Allocation, as prepared by Purchaser if the Seller has not delivered a Seller Allocation Notice in accordance with Section 3.04(a)(ii), as adjusted pursuant to any agreement between the Seller and Purchaser, or as adjusted by the Reviewing Accountant (in each case, the “Allocation”), shall, absent Fraud or a final determination to the contrary by a taxing authority, be conclusive and binding on the Seller and Purchaser for all Tax purposes; and (v) The Seller and Purchaser shall, and shall cause their respective Affiliates to, reasonably cooperate to adjust the Allocation to reflect any subsequent adjustments to the consideration paid for the Transferred Assets for Tax purposes. (b) The Seller and Purchaser shall file income tax returns and cause to be filed all Tax Returns and execute such other documents as may be required by any taxing authority, in a manner consistent with such agreed allocation. As used the Allocation, and shall not take any position inconsistent with the Allocation in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments the examination of any kind whatsoever (whether payable directly Tax Return, in any refund claim or in any Tax Action, except as required by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxapplicable Tax Law.

Allocation of Purchase Price. Seller shall prepare (a) Section 2.5(a) of the Seller’s Disclosure Schedule sets forth an allocation of the Base Purchase Price Price, the estimated amount of Assumed Liabilities and all other capitalized costs, to the extent relevant, (i) among Diversey Shares and the Acquired Diversey Assets, (ii) to the Acquired Diversey Assets in the aggregate sold by each Diversey Asset Seller (but not among the Liberation individual Acquired Diversey Assets in accordance with section 1060 of the Internal Revenue Code of 1986such Diversey Asset Seller), as amended (“Code”iii) to any Transferred DRE, and the regulations promulgated thereunder and as necessary (iv) attributable to comply with any provision of state or local law, including and sales or other transfer taxes. Seller Indirect Transfer Entity. (b) SEE shall deliver such allocations to Buyer within 30 no later than thirty (30) days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with Date a schedule (the preparation of such allocations. Seller will reasonably consult with Buyer regarding “Preliminary Allocation Schedule”) allocating the preparation of any sales Tax returns in connection with Preliminary Purchase Price, the sale amount of the Liberation Assumed Liabilities, and all other capitalized costs, to the extent relevant, among the Diversey Shares, the Acquired Diversey Assets, but any Transferred DRE, and any Indirect Transfer Entity, in each case, in accordance with SEE’s good faith estimate of their respective fair market values on the Closing Date; provided, however, that, notwithstanding anything to the contrary in this Agreement, the Preliminary Allocation Schedule shall differ from Section 2.5(a) of the Seller’s decision Disclosure Schedule only (i) to take into account Assumed Liabilities and all other capitalized costs, the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Seller Expenses, and Estimated Closing Indebtedness and (ii) to the extent an independent appraisal received by SEE and provided to Buyer from CBIZ, Inc. or any of its affiliates, or any appraisal firm that is nationally recognized in the United States or the jurisdiction in which it performed such appraisal, of any Acquired Diversey Assets (the “Seller Appraisal”) differs from Section 2.5(a) of the Seller’s Disclosure Schedule (including any necessary adjustments to take into account the effect of such Appraisal on other Acquired Diversey Assets). If any draft Seller Appraisal differs from Section 2.5(a) of Seller’s Disclosure Schedule by more than 20%, SEE shall notify Buyer and Buyer shall be permitted an opportunity to review such draft Seller Appraisal and to discuss it with the applicable appraisal firm providing such Seller Appraisal. If, following such discussions, Buyer and SEE are unable to reach agreement regarding the Seller Appraisal, they shall promptly thereafter cause PricewaterhouseCoopers LLP or any of its local affiliates to obtain or cause to be obtained an independent appraisal of the Acquired Diversey Assets (the “Third Party Appraisal”)), which Third Party Appraisal shall control for purposes of determining the Final Allocation Schedule. If Buyer disagrees with the Assumed Liabilities and all other capitalized costs, the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Seller Expenses, or Estimated Closing Indebtedness (as reflected on the Preliminary Allocation Schedule), Buyer may, within thirty (30) days after delivery of the Preliminary Allocation Schedule, deliver a notice (the “Buyer Allocation Notice”) to SEE to such effect, specifying those items as to which Buyer disagrees and setting forth Buyer’s proposed allocation. If the Buyer Allocation Notice is duly delivered, Buyer and SEE shall, during the twenty (20) days following such delivery, work together in good faith and use reasonable best efforts to reach agreement on the disputed items or amounts. If Buyer and SEE are unable to reach agreement on such items and their effect on the Preliminary Allocation Schedule, they shall promptly thereafter cause the Accounting Firm to resolve any remaining disputes with respect to all such items and their effect on the Preliminary Allocation Schedule. The Preliminary Allocation Schedule, as it may be adjusted pursuant to any agreement between SEE and Buyer, as determined by the Accounting Firm, or pursuant to the Third Party Appraisal (the “Final Allocation Schedule”), shall be conclusive and binding on SEE, Buyer, and their respective Subsidiaries and Affiliates; provided, however, that, notwithstanding anything to the contrary in this Agreement, the Final Allocation Schedule shall differ from Section 2.5(a) of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionDisclosure Schedule only (i) to take into account the Assumed Liabilities and all other capitalized costs, the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Seller Expenses, and Estimated Closing Indebtedness and (ii) to take into account any Seller Appraisal or Third Party Appraisal, as applicable. (c) No later than forty-five (45) days after the Final Allocation Schedule has been finally determined, SEE, on behalf of itself and the other Sellers, shall deliver to Buyer a schedule (the “Preliminary Asset Allocation Schedule”) (i) allocating among the Acquired Diversey Assets sold by each Diversey Asset Seller the Preliminary Purchase Price (or, if finally determined, the Purchase Price), the Assumed Liabilities, and all other capitalized costs to the extent relevant, allocated to such Diversey Asset Seller on the Final Allocation Schedule and (ii) allocating among the assets of any 338 Entity (if any) or any Transferred DRE the Preliminary Purchase Price (or, if finally determined, the Purchase Price) the Assumed Liabilities, and all other capitalized costs, to the extent relevant, allocated to the applicable Diversey Share Seller on the Final Allocation Schedule, in each case, in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. For the avoidance of doubt, the Preliminary Asset Allocation Schedule shall be limited to the specific assets and liabilities described in the immediately preceding sentence and shall be consistent in all respects with the Final Allocation Schedule. If Buyer disagrees with the Preliminary Asset Allocation Schedule, Buyer may, within thirty (30) days after delivery of the Preliminary Asset Allocation Schedule, deliver a Buyer Allocation Notice to SEE to such effect, specifying those items as to which Buyer disagrees and setting forth Buyer’s proposed allocation. If the Buyer Allocation Notice is duly delivered, Buyer and SEE shall, during the twenty (20) days following such delivery, work together in good faith and use reasonable best efforts to reach agreement on the disputed items or amounts. If Buyer and SEE are unable to reach such agreement, they shall promptly thereafter cause the Accounting Firm to resolve any remaining disputes with respect to the Assumed Liabilities and all other capitalized costs; provided, however, that such resolution shall be consistent with the Final Allocation Schedule and any Seller Appraisal or Third Party Appraisal, as applicable, shall control for purposes of determining the Final Asset Allocation Schedule. The Preliminary Asset Allocation Schedule, as it may be adjusted pursuant to any agreement between SEE and Buyer or as determined by the Accounting Firm (the “Final Asset Allocation Schedule”), shall be conclusive and binding on SEE, Buyer and their respective Subsidiaries and Affiliates. (d) SEE and Buyer shall (and shall cause their respective Subsidiaries and Affiliates to) (i) be bound by the Final Allocation Schedule and the Final Asset Allocation Schedule (together with the Final Allocation Schedule, the “Allocation”), for purposes of determining any Taxes, (ii) prepare and file IRS Form 8594 and any other comparable forms required under applicable Tax Law in a manner consistent with the Allocation, (iii) prepare and file its Tax Returns (and any other document used to determine, assess, or otherwise collect Taxes) on a basis consistent with the Allocation, and (iv) take no position inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any Tax Authority, in each case except as otherwise required pursuant to a Final Determination. In the event that material new information arises after a Tax Authority disputes the Allocation, the party receiving notice of such dispute shall promptly notify the other party hereto, and SEE and Buyer shall (and shall cause their respective Subsidiaries and Affiliates to) use reasonable best efforts to defend such Allocation in any applicable proceeding, and the parties hereto agree that the matter shall be handled as a Tax Audit to which Section 6.4(b)(iii) applies. (e) In the case of any post-Closing that is relevant adjustment to the application of the sales Preliminary Purchase Price or any other item treated as an adjustment to purchase price for U.S. federal income Tax purposes, including any indemnification payment made pursuant to this Agreement, SEE and Buyer shall (and shall cause their respective Subsidiaries and Affiliates to) allocate such adjustment to the sale of Transferred Diversey Company or the Liberation AssetsDiversey Asset Seller to which such adjustment relates and, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price if relevant for purposes of section 1060 of any applicable Law, to the Code, then Seller and Buyer shall report, act and file income tax returns consistent with assets to which such agreed allocationadjustment relates. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments In the event of any kind whatsoever (whether payable directly or by withholding)adjustment to the Allocation, together the parties shall timely file with any interest relevant Tax Authority any additional information required to be filed under applicable Law and any penaltiesthe parties hereto shall follow the procedures outlined above with respect to review, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition dispute and resolution in respect of any Taxsuch adjustment.

Allocation of Purchase Price. Seller and Buyer agree that the Purchase Price and the relevant Assumed Liabilities shall be allocated among the Purchased Assets in accordance with Section 1060 of the Code. Seller and Buyer shall provide the other promptly with any other information required to complete the Allocation Schedule (as defined below). Seller and Buyer also shall allocate and report any adjustments to the 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 (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 the Seller within 30 days after the Closing. Thereafter, Seller shall prepare have 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 Buyer, with each party using its commercially reasonable efforts to resolve such dispute within 40 days after Buyer delivers the proposed schedule to Seller, as to the contents of the schedule (with the resulting agreed-upon schedule in both instances called the “Allocation Schedule”). If Seller and Buyer are unable to resolve such dispute within such 40-day period, the resolution of such dispute shall be determined by an independent accounting firm (the “Independent Accounting Firm”) whose cost shall be borne equally by Seller and Buyer. The parties shall instruct the Independent Accounting Firm to resolve such dispute within 10 days after submission of such disputed item to the Independent Accounting Firm for its consideration. The Independent Accounting Firm’s resolution of the dispute shall be final and binding on both parties and shall be deemed to amend the Allocation Schedule. Once Seller and Buyer agree on the Allocation Schedule (or once the Independent Accounting Firm determines the Allocation Schedule), Seller and Buyer shall file Internal Revenue Service Form 8594 and any required attachments thereto (“Form 8594”), together with all federal, state and local Tax Returns, in a manner consistent with and in accordance with such Allocation Schedule. Within 10 days of filing Form 8594 with the Internal Revenue Service pursuant to this Section 2.7, each party shall provide the other with a copy of such form as filed. The parties agree to act in accordance with the Allocation Statement in the course of any Tax audit, Tax review or Tax litigation relating thereto; provided that none of Seller or any of its Affiliates or Buyer or any of its Affiliates will be obligated to litigate any challenge to such allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxesby a Governmental Body. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller The parties will reasonably consult with Buyer regarding the preparation promptly inform one another of any sales Tax returns in connection with challenge by any Governmental Body to the sale of the Liberation Assets, but the Seller’s decision Allocation Schedule and agree to consult and keep one another informed with respect to all of Seller’s sales and other Tax mattersthe status of, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penaltiesdiscussion, additions to tax proposal or additional amounts imposed by any governmental entity having jurisdiction over the assessmentsubmission with respect to, determination, collection, or other imposition of any Taxsuch challenge.

Allocation of Purchase Price. (a) Seller and Purchaser agree that prior to the Closing, the Purchase Price shall be allocated among the Purchased Assets in accordance with an allocation schedule (the "PURCHASE PRICE ALLOCATION SCHEDULE") agreed upon by Purchaser and Seller, which shall be prepared in a manner required by Section 1060 of the Code and any other applicable Law and delivered by Purchaser to Seller prior to the Closing. Seller and Purchaser each shall prepare an allocation a mutually acceptable and substantially identical IRS Form 8594 "Asset Acquisition Statements Under Section 1060" consistent with the Purchase Price Allocation Schedule which the Parties shall use to report the transactions contemplated by this Agreement to the applicable Taxing Authorities. Each of Seller and Purchaser agrees to provide the other promptly with any other information required to complete IRS Form 8594. Each Party agrees that it shall not, without the consent of the other Party, take a position on any Tax Return, or before any Taxing Authority in connection with the examination of any Tax Return or in any subsequent judicial proceeding, that is in any manner inconsistent with the terms of the Purchase Price among Allocation Schedule. In recognition of Seller's status as a disregarded entity for U.S. federal and Arizona income tax purposes, Purchaser agrees that Seller's responsibilities and obligations under this SECTION 3.6(a) shall be satisfied by Seller cooperating with its sole member with respect to such responsibilities and obligations. (b) If Purchaser and Seller are unable to agree upon the Liberation Assets Purchase Price Allocation Schedule within fifteen (15) days prior to the scheduled Closing Date, Purchaser and Seller shall refer the matter to Independent Accountants, which shall determine the Purchase Price Allocation Schedule (including any valuations) in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary provisions set forth in this SECTION 3.6(b). The Independent Accountants shall be instructed to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer Purchaser and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation written determination of the Purchase Price for Allocation Schedule within ten (10) days from the date of referral thereof to the Independent Accountants. For purposes of section 1060 of this SECTION 3.6(b) and whenever the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in Independent Accountants are retained to resolve a dispute between the Parties under this Agreement, “Tax” the Independent Accountants may determine the issues in dispute following such procedures, consistent with the provisions of this Agreement, as they deem appropriate in the circumstances and with reference to the amounts in issue. The Parties do not intend to impose any particular procedures upon the Independent Accountants, it being the desire of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable. The Independent Accountants shall have no liability to the Parties in connection with such services except for acts of bad faith, willful misconduct or “Taxes” gross negligence, and the Parties shall meanprovide such indemnities to the Independent Accountants as they may reasonably request. Except in the case of fraud or manifest error, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments the finding of any kind whatsoever (whether payable directly or by withholding), together the Independent Accountants shall be final and binding on the Parties. Purchaser and Seller shall share equally the fees and disbursements of the Independent Accountants in connection with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over resolving the assessment, determination, collection, or other imposition of any Taxdispute.

Allocation of Purchase Price. Seller and Buyer agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price, any liabilities assumed and any other amounts treated as consideration under this Agreement among the Transferred Assets in accordance with the fair market value of such Transferred Assets, as agreed upon for tax purposes, by the Parties pursuant to the principles set forth in Schedule I attached hereto (the “Allocation Principles”). For the avoidance of doubt, the foregoing sentence shall apply with respect to the allocation of the French Purchase Price among the French Assets to the extent consistent with Section 2.10. At least 3 Business Days prior to the Closing Date, Seller shall, in good faith, prepare an or cause to be prepared and delivered to Buyer a statement (the “Estimated Allocation Statement”) setting forth its estimate of its proposed allocation of the Purchase Price among the Liberation Assets (and other relevant amounts) in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within Schedule I. No later than 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale delivery of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be Post-Closing Statement described in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of BuyerSection 2.8(c), Seller shall take such reasonable steps as may be appropriate deliver to seek Buyer a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an proposed allocation of the Purchase Price for purposes of section 1060 (and other relevant amounts) as of the CodeClosing Date determined in a manner consistent with the Allocation Principles (the “Seller’s Closing Allocation”). Seller’s Closing Allocation shall set forth in reasonable detail (i) any differences from the estimates included in the Estimated Allocation Schedule, then and (ii) Seller’s good faith calculations of and, as needed, rationale for, the amount allocated to each Transferred Asset, in each case, in accordance with the Accounting Principles. If Buyer disagrees with Seller’s Allocation, Buyer may, within 30 days after Buyer’s receipt of Seller’s Allocation, deliver a notice (the “Buyer’s Allocation Notice”) to Seller to such effect, specifying those items as to which Buyer disagrees and setting forth Buyer’s proposed allocation of the Purchase Price (and other relevant amounts). If the Buyer’s Allocation Notice is duly delivered, Seller and Buyer shall, during the 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 reportincorporate, act reflect and be consistent with the Allocation Principles. If Seller and Buyer are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Allocation Principles. All fees and expenses relating to the work, if any, performed by the Independent Accounting Firm shall be allocated and borne by Seller, on the one hand, and Buyer, on the other hand, in the same manner as provided in Section 2.8(d). The allocation of the Purchase Price (and other relevant amounts), as prepared by Seller if no Buyer’s Allocation Notice has been given, or as adjusted pursuant to any agreement between Seller and Buyer or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.8 or 7.9. Any such adjustment shall be allocated among the Transferred Assets. Seller and Buyer agree (and agree to cause their respective Affiliates) to prepare and file income tax returns consistent all relevant U.S. federal, state, local and non-U.S. Tax Returns in accordance with such agreed allocationthe Allocation. As used None of Seller or Buyer shall (and each shall cause its Affiliates not to) take any position inconsistent with the Allocation on any Tax Return or in this Agreementany Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “Taxdetermination” within the meaning of Section 1313(a) of the Code (or “Taxes” shall meanany similar provision of applicable state, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles local or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholdingnon-U.S. Law), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

Allocation of Purchase Price. Within 75 days after the Closing Date, Purchasers will deliver to Seller proposed Schedule 9.5(j) (the "Allocation Schedule"), which shall prepare set forth an allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 total amount of the Internal Revenue Code consideration paid by Purchasers to Seller in connection with the consummation of 1986the transactions contemplated by this Agreement to the Assets acquired by Purchasers from Seller hereunder. The allocation shall take into account an appraisal prepared by PricewaterhouseCoopers, as amended (“Code”) or another nationally recognized appraiser reasonably acceptable to Purchasers and the regulations promulgated thereunder and as necessary to comply with any provision of state or local lawSeller, including and sales or other transfer taxeswho shall be retained by Purchasers at Purchasers' expense. Seller shall deliver reasonably cooperate in providing information and assistance to any such allocations appraiser. Within ten Business Days after delivery of the Allocation Schedule by Purchasers to Buyer Seller, Seller will notify Purchasers in writing whether Seller approves or disapproves the Allocation Schedule; provided, however, that Seller will not disapprove the Allocation Schedule unless Seller determines in its reasonable judgment that (i) either the appraisal is not reasonably supportable or the allocation proposed by Purchasers on the Allocation Schedule is not reasonably consistent with the appraisal, and (ii) that the allocation proposed by Purchasers on the Allocation Schedule will result in Seller being required to recognize both ordinary income and capital loss in an amount that is more than de minimus. Unless Seller disapproves the Allocation Schedule pursuant to the immediately preceding sentence, the Allocation Schedule will be attached to and incorporated as part of this Agreement within 30 90 days after the Closing or as soon thereafter as practicable. Buyer agrees Date, and all parties to fully cooperate with Seller this Agreement shall prepare and respond to file all reasonable requests for information applicable Returns in connection a manner consistent with the preparation of such allocations. Seller will reasonably consult with Buyer regarding allocation set forth on the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxAllocation Schedule.

Allocation of Purchase Price. As soon as practicable after the determination of the Final Net Inventory/Liability Statement, Seller shall will prepare an and deliver to Buyer a statement (the “Allocation Statement”) reflecting (i) the allocation of the Purchase Price among the Liberation Purchased Assets (other than the assets of GCC) and the Purchased Securities and (ii) an allocation of the ADSP (as such term is defined in Treasury Regulations Section 1.338-4) for GCI among the assets of GCI (including the GP Interest owned by GCI and the assets of GCC) in accordance with section the Treasury regulations promulgated under Section (MP) 08481/006/APA/APA.doc 338(h)(10). If within 10 days after the delivery of the Allocation Statement Buyer notifies Seller in writing that Buyer objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain the Independent Accountant to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Independent Accountant pursuant to this Section 4.03 shall be borne by Buyer. Buyer and Seller shall execute and file all Tax Returns in a manner consistent with the allocation as set forth on the Allocation Statement and shall not take any position before any taxing authority or in any judicial proceeding that is inconsistent with such allocation. As soon as practicable after the Closing, Seller will file a form 8023 with the IRS. Buyer and Seller shall each timely file a Form 8594 with the IRS in accordance with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

Allocation of Purchase Price. Seller (a) At least five (5) Business Days prior to Closing, Buyer shall prepare an deliver to Sellers a country-by-country allocation of the Purchase Price (the “Country-By-Country Allocation”). If Sellers notify Buyer in writing prior to Closing that Sellers object to one or more items reflected in the Country-By-Country Allocation, the Parties shall work in good faith to resolve any such objections and make changes to the Country-By-Country Allocation. The Country-By-Country Allocation, as finalized pursuant to this Section 2.7(a), shall be binding on Sellers and Buyer. Buyer and Sellers each shall prepare and file all tax returns and statements, forms and schedules in a manner consistent with the terms of this Agreement and the Country-By-Country Allocation, including IRS Form 8594. Buyer and Sellers will take no position with any Tax authorities inconsistent with such allocation. Any adjustments to the Purchase Price pursuant to Section 2.6 herein shall be allocated in a manner consistent with the Country-By-Country Allocation. (b) Sellers and Buyer agree that the Purchase Price (plus the amount of the Assumed Liabilities) shall be allocated among the Liberation Purchased Assets for all Tax purposes in accordance with section 1060 the principles set forth on Schedule 2.7 to the Disclosure Letter and consistent with the Country-By-Country Allocation. Within twenty (20) days of determination of the Internal Revenue Code of 1986Final Closing Date New Working Capital, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller Buyer shall deliver such allocations to Sellers a schedule allocating the Purchase Price (plus the amount of the Assumed Liabilities) among the Purchased Assets (the “Allocation Schedule”). The Allocation Schedule shall be deemed to be final, conclusive and binding on Buyer and Sellers unless Sellers notify Buyer in writing that Sellers object to one or more items reflected in the Allocation Schedule within 30 thirty (30) days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale delivery of the Liberation Assets, but the Seller’s decision with respect Allocation Schedule to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionSellers. In the event of any such objection, Buyer and Sellers shall negotiate in good faith to resolve such dispute; provided, however, that material new information arises after the Closing that is relevant if Buyer and Sellers are unable to resolve any dispute with respect to the application Allocation Schedule within thirty (30) days after notification of any objection(s) to the Allocation Schedule, Sellers and Buyer shall engage the Independent Accountants to resolve the objection. The fees, expenses and costs of such Independent Accountants shall be borne equally by Buyer and Sellers. The decision of the sales Tax to the sale Independent Accountants shall be final, conclusive and binding on Buyer and Sellers for purposes of the Liberation AssetsAllocation Schedule. Buyer and Sellers each shall prepare and file all tax returns and statements, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek forms and schedules in a refund of excessive Taxes otherwise paid in connection manner consistent with the transactions contemplated herebyterms of this Agreement and the Allocation Schedule, including IRS Form 8594. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of Sellers will take no position with any Tax authorities inconsistent with such allocation. Any adjustments to the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer pursuant to Section 2.6 herein shall report, act and file income tax returns be allocated in a manner consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxAllocation Schedule.

Allocation of Purchase Price. Seller No later than ninety (90) days following the Closing Date, Purchaser shall prepare an and deliver to Seller the proposed allocation of the Purchase Price total consideration paid by Purchaser to Seller pursuant to this Agreement (the “Total Consideration”) among the Liberation Acquired Assets in accordance with section (the “Proposed Allocation”) for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller agrees that, within thirty (30) days following receipt of such Proposed Allocation , Seller shall deliver either approve such allocations Proposed Allocation, or shall object in writing delivered to Buyer Purchaser specifying the objections to the Proposed Allocation. If the parties cannot reach agreement as to the allocation of the Total Consideration, then either Purchaser or Seller may submit such dispute for resolution to the Independent Accounting Firm under procedures substantially the same as those provided for under Section 2.5(c) for resolving disputed items or amounts in the determination of Closing Net Asset Value. The Independent Accounting Firm will determine only those issues in dispute regarding the allocation of the Total Consideration. The Independent Accounting Firm’s determination will be made within 30 days after submission of the Closing disputed items, or as soon thereafter as practicable. Buyer agrees possible, and will be set forth in a written statement delivered to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocationsPurchaser. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale The allocation of the Liberation Total Consideration among the Acquired Assets, but as finalized by the Seller’s decision with respect Independent Accounting Firm if necessary, shall be deemed final and conclusive and shall be binding on Purchaser and Seller for all purposes under this Agreement. Purchaser and Seller agree to file all of Seller’s sales federal and state Tax Returns and other Tax mattersinformation returns and reports (including, including without limitation, IRS Form 8594) in accordance with such allocation, as finalized by the filing of sales Tax returnsIndependent Accounting Firm if necessary, will and not to take, or cause to be taken, any action that would be inconsistent with such allocation, except as required by a “determination” as defined in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 Section 1313(a) of the Code, then Seller and Buyer or any similar provision of applicable state, local or foreign law. Any adjustment to the purchase price pursuant to Section 2.5 shall report, act and file income tax returns consistent with be allocated among the Acquired Assets by reference to the item or items to which such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxadjustment is attributable.

Allocation of Purchase Price. (a) Within one hundred twenty (120) days following the Closing, Purchaser will prepare and deliver to each Seller an allocation of the Closing Cash Payment, the Stock Consideration, and all other Taxable consideration among the Purchased Assets that Purchaser acquired from such Seller for all purposes (including Tax and financial accounting) (each, a “Purchase Price Allocation Schedule”), with such allocation to be in accordance with Section 1060 of the Code to the extent applicable thereto and filed on IRS Form 8594, as applicable, and the allocation principles set forth on Schedule 2.4 hereto (the “Allocation Principles”). Each Seller shall have a period of thirty (30) days after the delivery of a Purchase Price Allocation Schedule to present in writing to Purchaser notice of any objections that such Seller may have to the allocations set forth therein. Unless a Seller timely objects to the Purchase Price Allocation Schedule delivered to it, such Purchase Price Allocation Schedule shall be binding on the Parties, without further adjustment. If a Seller timely objects to the Purchase Price Allocation Schedule delivered to it, Purchaser shall consider in good faith all reasonable comments from such Seller; provided, that if after thirty (30) days, the Seller and Purchaser are unable to agree, then Purchaser and Sellers may, for any purpose, take inconsistent positions with respect to such Purchase Price Allocation Schedule, provided, that neither Purchaser nor Sellers shall take any position inconsistent with the Allocation Principles for any purpose. If a Seller does not object to the Purchase Price Allocation Schedule delivered to it, or Purchaser and a Seller are able to resolve any differences within the thirty (30) day period described above, the Parties agree to (a) prepare an and file, or cause to be prepared and filed, each of their respective Tax Returns on a basis consistent with such Purchase Price Allocation Schedule (as the same may be revised by the foregoing procedures) and (b) unless otherwise required by Law, take no position inconsistent with such Purchase Price Allocation Schedule (as the same may have been revised by the foregoing procedures) on any applicable Tax Return, in any Legal Proceeding before any Governmental Authority, in any report made for Tax, financial accounting, or any other purpose. Each Party shall provide the other with written notice of any audit or other Legal Proceeding related to the allocation of the Purchase Price among and other Taxable consideration as reported under this Section 2.4. Purchaser and Sellers shall cooperate in good faith to update each Purchase Price Allocation Schedule to reflect any adjustments to the Liberation Assets Purchase Price for Tax purposes (including any recovery from the Holdback Consideration as contemplated in Section 7.7) in accordance with section 1060 of the Internal Revenue Code of 1986, as amended Allocation Principles. (“Code”b) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Each Seller and respond to all reasonable requests for information in connection with Equityholder acknowledges and agrees that the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation amount of the Purchase Price and other Taxable consideration allocated to the non-competition and non-solicitation covenants set forth in Section 6.10 does not represent liquidated damages for purposes of section 1060 a breach of the Code, then Seller provisions of such covenants. Sellers hereby waive and Buyer shall report, act agree not to assert any claim or defense that the amount of the Purchase Price allocated to the non-competition and file income tax returns consistent with non-solicitation covenants set forth in Section 6.10 represents: (i) liquidated damages; (ii) an adequate damages remedy for breach of such agreed allocation. As used in this Agreement, “Tax” covenants that would prevent or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles preclude the entry of an order for specific performance or injunctive or other taxes, fees, stamp taxes, duties, charges, levies equitable relief in accordance with the respective provisions of such covenants; or assessments (iii) inadequate consideration to support enforcement of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition provisions of any Taxsuch covenants.

Allocation of Purchase Price. Seller and Buyer agree that as soon as reasonably practical after the Final Closing Date and prior to the filing of any Tax Return which includes information related to the transactions contemplated by this Agreement, the Purchase Price shall be allocated among the Purchased Assets, the licenses referred to in Section 6.5, and the non-compete referred to in Section 9.7, in accordance with an allocation schedule (the “Purchase Price Allocation Schedule”) proposed by Seller and reasonably acceptable to Buyer, which shall be prepared in a manner required by Section 1060 of the Code and other applicable Law and delivered by Seller to Buyer within thirty (30) days after the date that each of the Actual Closing Accounts Receivable is finally determined in accordance with Section 2.9 (it being understood and agreed that Seller shall prepare deliver the Purchase Price Allocation Schedule (or any relevant portion thereof) to Buyer as promptly as practicable, and within a reasonable period of time prior to the date an IRS Form 8594 “Asset Acquisition Statements Under Section 1060” or other applicable Tax filing required to be filed with the applicable Taxing Authorities prior to the Final Closing Date). In connection therewith, Seller and Buyer shall discuss the allocation of the Purchase Price among and attempt in good faith to reach agreement with respect thereto. Seller and Buyer may jointly agree to obtain the Liberation Assets services of an Independent Accounting Firm to assist the parties in accordance with section 1060 determining the fair value of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision Purchased Assets if agreement is not reached with respect to all the Purchase Price Allocation Schedule. If such an appraisal is made, both Seller and Buyer agree to accept the Independent Accounting Firm’s determination of Seller’s sales the fair value of the Purchased Assets. The parties shall jointly select the Independent Accounting Firm. The cost of the appraisal shall be borne equally by Seller and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionBuyer. In the event that material new information arises after the Closing that If agreement is relevant reached with respect to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the CodePrice, then Seller and Buyer shall report, act prepare mutually acceptable and file income tax returns substantially identical IRS Form 8594 “Asset Acquisition Statements Under Section 1060” consistent with such agreed allocationthe Purchase Price Allocation Schedule which the parties shall use to report the transactions contemplated by this Agreement to the applicable Taxing Authorities. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or Each of Seller and Buyer agree to provide the other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together promptly with any interest and any penalties, additions other information required to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxcomplete IRS Form 8594.

Allocation of Purchase Price. Seller (a) DuPont and Buyer agree that the Purchase Price and the Assumed Liabilities, to the extent relevant, shall prepare be allocated among the DPC Shares, the Minority Investment Interests, the Transferred DPC Joint Venture Interests, the Specified Real Property, the DPC IP, the DuPont Licensed IP, the Trademark License Agreement, the Leased Assets acquired pursuant to the Mexican Asset Transfer, and the DPC Indebtedness in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”); provided, that such allocation to the Trademark License Agreement shall, if required, be treated by the parties as a pre-paid royalty for U.S. federal income tax purposes. DuPont and Buyer agree to cooperate in good faith to determine the Purchase Price Allocation as soon as reasonably practicable following the date hereof, but in any event, by December 31, 2012. If the parties are unable to agree to a Purchase Price Allocation by December 31, 2012, the matters in dispute (but only the matters in dispute) shall be submitted to the Accounting Firm. The Accounting Firm shall resolve the dispute solely on the basis of presentations by the parties and not by independent review and shall issue a written decision as to the disputed matters within fifteen (15) days after submission of the matter to the Accounting Firm and its decision shall be final and binding on the parties. The costs of the Accounting Firm shall be borne by Buyer and DuPont equally. Any adjustments to the Purchase Price and the Assumed Liabilities shall be allocated in an appropriate and equitable manner consistent with the requirements of applicable Law and as mutually agreed to by DuPont and Buyer. Notwithstanding the foregoing, DuPont shall in its sole discretion exercised in good faith reasonably determine the portion of the Purchase Price allocable to the Leased Assets acquired pursuant to the Mexican Asset Transfer and the allocation of such portion of the Purchase Price among the Liberation Leased Assets (as defined in accordance the Mexican Business Lease), which determination shall be binding upon the Buyer, provided that the allocation of Purchase Price to the Leased Assets shall be performed using assumptions and valuation methodologies consistent with section the assumptions and methodologies otherwise utilized for purposes of this Section 2.5. (b) DuPont and Buyer further agree that the Purchase Price and Assumed Liabilities allocated pursuant to Section 2.5(a) to DuPont Performance Coatings LLC and any other Transferred DPC Company, Joint Venture or any of their respective Subsidiaries requiring a similar allocation under applicable Law shall be allocated among the assets of DuPont Performance Coatings LLC and the assets of any such other Transferred Company, Joint Venture or any of their Subsidiaries, respectively, in a manner consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations Treasury Regulations promulgated thereunder (or, if applicable with respect to any non-U.S. Transferred DPC Company, Joint Venture or any of their respective Subsidiaries, the corresponding provisions of non-U.S. Law) (the “Asset Allocation” ), it being understood that no Asset Allocation shall be prepared with respect to the assets of a Transferred DPC Company, Joint Venture or Subsidiary thereof that is classified as a corporation for U.S. federal income tax purposes. Buyer shall prepare a proposed Asset Allocation and deliver it to DuPont as necessary to comply with soon as reasonably practicable following the Closing Date, and in any provision of state event within one hundred twenty (120) days thereof (or local lawsuch shorter period otherwise required by applicable Law), including for DuPont’s review and sales or other transfer taxesapproval. Seller DuPont shall deliver such allocations to Buyer within 30 have thirty (30) days after the Closing delivery of such proposed Asset Allocation to object in writing, and if it does not object within such period, DuPont shall be deemed to have accepted such proposed Asset Allocation and it shall become final on the thirty-first (31st) day after the delivery of such proposed Asset Allocation to DuPont. If DuPont objects to such proposed Asset Allocation, it shall deliver written notice of such objection within thirty (30) days after delivery of such proposed Asset Allocation, setting forth in reasonable detail the basis for such objection. The parties thereafter shall negotiate in good faith to resolve any differences regarding such proposed Asset Allocation and if they cannot agree in fifteen (15) days after DuPont’s delivery of a written objection to Buyer, the matters in dispute (but only the matters in dispute) shall be submitted to the Accounting Firm for resolution. The Accounting Firm shall resolve the dispute solely on the basis of presentations by the parties and not by independent review and shall issue a written decision as to the disputed matters within fifteen (15) days after submission of the matter to the Accounting Firm and its decision shall be final and binding on the parties. The costs of the Accounting Firm shall be borne by Buyer and DuPont equally. Any adjustments to the Purchase Price and the Assumed Liabilities allocated to DuPont Performance Coatings LLC and any such other Transferred DPC Company, Joint Venture or any of their Subsidiaries pursuant to Section 2.5(a) shall be allocated to the assets of DuPont Performance Coatings LLC and any such other Transferred DPC Company, Joint Venture or any of their respective Subsidiaries, respectively, in an appropriate and equitable manner consistent with the requirements of applicable Law and consistent with the principles set forth on the Asset Allocation to the maximum extent possible and as soon thereafter as practicable. Buyer agrees mutually agreed to fully cooperate with Seller by DuPont and respond Buyer. (c) The parties shall (i) timely file all Tax Returns (including Internal Revenue Service Form 8594 and any supplemental filings to all reasonable requests for information reflect any revisions to the Purchase Price Allocation or Asset Allocation) required to be filed in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding Purchase Price Allocation, the preparation of Asset Allocation and any sales adjustments thereto agreed to by the parties, and (ii) prepare and file all Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to Returns and determine all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of manner consistent with the Purchase Price for purposes of section 1060 Allocation, the Asset Allocation and any adjustments thereto agreed to by the parties. Each of the Codeparties shall notify the other if it receives notice that any Tax Authority proposes any allocation different from that set forth on the Purchase Price Allocation, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest the Asset Allocation and any penalties, additions adjustments thereto agreed to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxparties.

Allocation of Purchase Price. Seller shall prepare an allocation (a) Each of the Purchaser and each Seller agrees that the Total Purchase Price among the Liberation Assets (plus other relevant items) will be allocated in accordance a manner consistent with section Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder thereunder. Purchaser will complete a draft schedule (the “Allocation Schedule”) allocating the Total Purchase Price and as necessary provide a copy to comply the Seller Representative at least 60 days prior to the due date for filing any form with any provision of state or local law, including and sales or other transfer taxes. respect to the Allocation Schedule. (b) The Seller Representative shall deliver such allocations to Buyer notify Purchaser within 30 10 days after the Closing or receipt thereof if it considers the amount allocated to any assets to be inconsistent with Section 1060 of the Code and the regulations promulgated thereunder. The Seller Representative and Purchaser shall attempt to resolve any disagreement in good faith. If the Seller Representative and Purchaser fail to reach agreement as soon thereafter as practicableto an alternative allocation in the ten (10) days following such notice, the dispute with respect to the Allocation Schedule shall be presented on the next Business Day to the Independent Firm. Buyer agrees The Independent Firm’s review shall be limited to fully cooperate whether a disputed item has been prepared in accordance with Seller Section 1060 of the Code and respond to the regulations promulgated thereunder, and shall be final and binding on all reasonable requests for information Parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by the Sellers, collectively, and Purchaser, provided, however, the Sellers shall bear the full amount of fees, costs and expenses if there are no material changes to the Allocation Schedule. (c) Purchaser, the Company and the Sellers shall file, and cause their respective Affiliates to file, all Tax Returns and statements, forms and schedules in connection therewith in a manner consistent with the preparation Allocation Schedule and shall take no position inconsistent therewith, unless, and then only to the extent, required to do so by a final determination by an administrative agency or court after all appeals requested by the Seller Representative or Purchaser and allowed under applicable Law have been taken. Purchaser and the Sellers shall exchange completed and executed copies of such allocations. Seller Internal Revenue Service Form 8594, any required schedules thereto and any similar state, local and foreign forms, not later than 30 days prior to the filing date. (d) Sellers and Purchaser acknowledge that, absent a change in applicable Law on or after the date hereof, they will reasonably consult with Buyer regarding report the preparation of any sales Tax returns in connection with the purchase and sale of the Liberation Assets, but the Seller’s decision with respect Membership Interests pursuant to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price this Agreement for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file United States federal income tax returns consistent purposes in accordance with such agreed allocation. As used in this AgreementRevenue Ruling 99-6, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax1991-1 C.B. 432.

Allocation of Purchase Price. As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), setting forth the value of the Purchased Assets which shall be used for the allocation of the Purchase Price and the Assumed Liabilities among the Purchased Assets and the Assumed Liabilities, and which shall comply with Section 1060 of the Code; provided however, Buyer and Seller agree that a portion of the Purchase Price shall be allocated to the services to be performed by the Shareholder under the Consulting Agreement (as defined herein) as set forth on Schedule 2.1(b). Seller shall prepare an have a period of fifteen (15) Business Days after the delivery of the Allocation Statement to present in writing to Buyer notice of any objections Seller may have to the allocation set forth in the Allocation Statement. Unless Seller timely objects, the Allocation Statement shall be binding on the Parties without further adjustment. If Seller shall raise any objections within the fifteen (15) Business Day period, Seller and Buyer shall negotiate in good faith and use their best efforts to resolve such dispute. If Seller and Buyer fail to agree within five (5) Business Days after the delivery of the notice of objection, then the disputed items shall be resolved by Accounting Referee (defined below). The Accounting Referee shall resolve the dispute (the “Accounting Determination”) within thirty (30) days of having the item referred to it and such Accounting Determination shall be final and binding on the parties hereto. The costs, retainers, fees and expenses of the Accounting Referee shall be borne equally by Seller and Buyer. Any payments made by either Buyer or Seller pursuant to Section 2.8 and Section 2.9 of this Agreement shall be allocated in accordance with the determination mutually agreed by Seller and Buyer. The Parties acknowledge that the allocations set forth on the Allocation Statement shall be binding upon the Parties for all applicable federal, state, local and foreign Tax purposes. Seller and Buyer agree to report the allocation of the Purchase Price among the Liberation Purchased Assets in a manner that is entirely consistent with the Allocation Statement and agree to act in accordance with section 1060 such Allocation Statement in the preparation of financial statements and filing of all Tax Returns (including, without limitation, filing Form 8594 with its federal income Tax Return for the taxable year that includes the date of the Internal Revenue Code of 1986, as amended (“Code”Closing) and in the regulations promulgated thereunder course of any Tax audit, Tax review or Tax litigation relating thereto. No later than ten (10) days prior to the filing of their respective Forms 8594 relating to the transactions contemplated by this Agreement (together with the transactions contemplated by the Ancillary Agreements, (the “Contemplated Transactions”), the Buyer and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver to each other a copy of its respective Form 8594. In addition, no later than ten (10) days prior to filing, Buyer and Seller shall also deliver to each other copies of any supplemental statements or subsequent amendments to such allocations initial Forms 8594 that may be filed by Buyer and Seller as a result of any payments that may be made pursuant to Section 2.8 or Section 2.9 of this Agreement or otherwise. Each Party shall notify the other Party if it receives notice that the IRS or other Governmental Body proposes any allocation different than that set forth in the Allocation Statement. Except as otherwise required by Law, Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to and Seller shall cooperate fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation appropriate Tax reporting and Tax characterization of any sales Tax returns Earn-Out Payments to be made under Section 2.9, including, but not limited to, specifically allocating any such payments when made to Seller’s Class VII assets (goodwill and going-concern value) in accordance with the Allocation Statement, and imputing an appropriate amount of interest in connection with the sale any such payments under Sections 483 and 1274 or other applicable provisions of the Liberation Assets, but the Seller’s decision with respect to all Code or similar provisions of Seller’s sales state and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxlocal law.

Allocation of Purchase Price. Seller shall prepare an allocation of Sellers and Buyer agree that the Purchase Price and the Liabilities of the Company (plus other relevant items) shall be allocated among the Liberation Assets in accordance with section 1060 assets of the Internal Revenue Code Company for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). The final Allocation Schedule shall be prepared by Buyer and delivered to the Seller Representative within 60 days following the Closing Date for its approval. If the Seller Representative does not notify the Buyer in writing of 1986, as amended (“Code”) and an objection to the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer Allocation Schedule within 30 days after of its delivery to the Closing or Seller Representative, then the Allocation Schedule as soon thereafter as practicableprepared by the Buyer shall be deemed approved by the Sellers. If the Seller Representative notifies Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale writing within 30 days of the Liberation Assetsdelivery to the Seller Representative of the Allocation Schedule that the Seller Representative objects to one or more items reflected in the Allocation Schedule as being unreasonable and states the reason for such objection, but the Seller’s decision Seller Representative and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if the Seller Representative and Buyer are unable to resolve any dispute with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application Allocation Schedule within 30 days of the sales Tax delivery to the sale Buyer of the Liberation Assetswritten objections of the Seller Representative, then, at such dispute shall be resolved by the reasonable request Accounting Referee who shall uphold the Buyer's valuations unless he finds them to be unreasonable. The fees and expenses of such accounting firm shall be borne equally by Sellers and Buyer. Buyer, Seller the Company and Sellers shall take such reasonable steps as may be appropriate to seek file all Tax Returns (including amended returns and claims for refund) and information reports in a refund of excessive Taxes otherwise paid in connection manner consistent with the transactions contemplated herebyAllocation Schedule. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of Any adjustments to the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns be allocated in a manner consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxAllocation Schedule.

Allocation of Purchase Price. (a) The Buyer and the Seller Entities shall prepare an allocate the Purchase Price, Assumed Liabilities and any other amount treated as consideration for tax purposes for the Transferred Assets, the Acquired Entity Equity Interests, the Intellectual Property License Agreement and the Trademark License Agreement among the Seller Entities in accordance with Section 2.10(a) of the Disclosure Schedules (such allocation, the “Entity Allocation Schedule”). (b) This Section 2.10(b) shall apply to the allocation of the Purchase Price among Price, the Liberation Assets Assumed Liabilities and any other amount treated as consideration for Tax purposes for the Transferred Assets, the Acquired Entity Equity Interests, the Intellectual Property License Agreement and the Trademark License Agreement by the Buyer in accordance with section the Entity Allocation Schedule and Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and other similar Laws (as necessary to comply finally determined under this Section 2.10(b), the “Allocation”). The Buyer shall provide the Seller with any provision a schedule containing the proposed Allocation within sixty (60) Business Days of state or local law, including the date on which the Final Closing Statement is finally determined. The Allocation proposed by the Buyer shall become final and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days binding on the parties thirty (30) Business Days after the Closing or as soon thereafter as practicableBuyer provides such schedule to the Seller, unless the Seller objects in writing to the Buyer, specifying in reasonable detail the basis for the objection and preparing an alternative allocation. Buyer agrees If the Seller does object pursuant to fully cooperate with the terms of the preceding sentence, the Seller and respond the Buyer shall attempt to all reasonable requests for information in connection with resolve the preparation dispute within twenty (20) Business Days after written notice to the Buyer of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales objection. Any such resolution shall be final and other Tax matters, including binding on the filing of sales Tax returns, will parties hereto. Any unresolved disputes shall be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant promptly submitted to the application Independent Accounting Firm, who shall be engaged to provide a final, binding and conclusive resolution of all such unresolved disputes within thirty (30) Business Days after such engagement in accordance with the principles set out in Section 2.9. (c) Each of the sales parties agrees, unless otherwise required by Law, to (i) prepare and timely file all Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek Returns (and all supplements thereto) in a refund of excessive Taxes otherwise paid in connection manner consistent with the transactions contemplated hereby. To the extent that Buyer Allocation as finalized under Section 2.10(b) and Seller agree (ii) act in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent accordance with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, Allocation for all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxTax purposes.

Allocation of Purchase Price. The parties agree that the Final Purchase Price shall be allocated between the U.S. Interests (the “U.S. Purchase Price”) and the Canadian Equity Securities (the “Canadian Purchase Price”) as mutually determined in good faith by the Sellers and the Purchasers (the “Entity-Level Purchase Price Allocation”). The parties also agree that the purchase and sale of the U.S. Interests shall be treated for U.S. federal income tax purposes as the purchase by U.S. Purchaser and the sale by U.S. Seller of all of the assets of U.S. Target. Not later than forty-five (45) days after the Closing Date, Sellers shall prepare provide to Purchasers their determination of the Entity-Level Purchase Price Allocation in a manner consistent with Section 5.18(h) of the Disclosure Letter. Within fifteen (15) days after receipt of the proposed Entity-Level Purchase Price Allocation, Purchasers shall notify Sellers in writing if they disagree with such proposed allocation and, in the event of disagreement, the parties shall make a good faith attempt to reach an agreement. If the parties are unable to reach agreement regarding the Entity-Level Purchase Price Allocation, all unresolved items that remain in dispute shall be submitted to a jointly selected internationally recognized accounting firm, the costs of which will be borne equally by the Sellers and Purchasers. Such accounting firm shall resolve all items in dispute in a manner consistent with Section 5.18(h) of the Disclosure Letter. The proposed allocation as revised to reflect the resolutions of such accounting firm shall be the Entity-Level Purchase Price Allocation. Not later than ninety (90) days after the Closing Date, Sellers shall provide to Purchasers (i) an allocation of the U.S. Purchase Price and any liabilities of the U.S. Target and its Subsidiaries other than Xxxxxxx Products, Inc. (to the extent treated as liabilities for U.S. federal income tax purposes) among the Liberation Assets assets of U.S. Target (including the stock of DST Output Electronic Solutions, Inc., DST Mailing Services, Inc., DST Output East, LLC, DST Output West, LLC, Lateral Group NA, LLC and Xxxxxxx Products, Inc. and the assets of DST Output Central, LLC) and (ii) an allocation of the Canadian Purchase Price and any liabilities of Canadian Target (to the extent treated as liabilities for U.S. federal income tax purposes) among the assets of Canadian Target, each allocation in (i) and (ii) in a manner that complies with the requirements of the Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). Within fifteen (15) days after receipt of the proposed Purchase Price Allocation, Purchasers shall notify Sellers in writing if they disagree with such proposed allocation and, in the event of disagreement, the parties shall make a good faith attempt to reach an agreement. If the parties are unable to reach agreement regarding the Purchase Price Allocation, all unresolved items that remain in dispute shall be submitted to a jointly selected internationally recognized accounting firm, the costs of which will be borne equally by the Sellers and Purchasers. The proposed allocation as revised to reflect the resolutions of such accounting firm shall be the Purchase Price Allocation. The parties shall cooperate in preparing, executing, and filing with each Tax Authority all required information returns, including filing with the Internal Revenue Service all necessary information returns required by Section 1060 of the Code. The Entity-Level Purchase Price Allocation and the Purchase Price Allocation shall be final, conclusive, and binding on each party and Purchasers and Sellers shall each timely file Internal Revenue Service Form 8594 (Acquisition Statement under Code Section 1060) and all federal, state, local and foreign Tax Returns in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that Final Purchase Price is relevant determined, or any other adjustment to the application of the sales Preliminary Purchase Price or Final Purchase Price for Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation reporting purposes is made under this Agreement after delivery of the Purchase Price Allocation, Sellers and Purchasers shall mutually revise the Entity-Level Purchase Price Allocation, the Purchase Price Allocation and the 338(h)(10) Allocations accordingly. The Purchase Price Allocation, as finally determined, shall be used in preparing Internal Revenue Service Form 8883 for purposes of section 1060 Section 5.18(i) of this Agreement. In the event that any Tax Authority disputes the Entity-Level Purchase Price Allocation, the Purchase Price Allocation, or any of the Code338(h)(10) Allocations, then Seller and Buyer Sellers or Purchasers, as the case may be, shall report, act and file income tax returns consistent with promptly notify the other party in writing of the nature of such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxdispute.

Allocation of Purchase Price. FF&E $ 750,000 Goodwill $15,000,000 New Vehicles as stated Used Vehicles as stated Pre-Owned Vehicles as stated Parts as stated Non-Returnable Parts as stated Obsolete Parts $0.00 Supplies as stated Reference is hereby made to that certain Dealership Asset Purchase Agreement effective _____ [●], 2022 (as it may be amended and assigned, the “Agreement”; undefined capitalized terms used herein are used as defined therein), by and among ______ (“Buyer”), LMP White Plains CDJR, LLC, a New York limited liability company (“Seller”). If Buyer’s request for permission to operate is granted by the Office of Consumer Credit Commissioner (“OCCC”), then Seller shall prepare an allocation hereby grants Buyer the authority for sixty (60) days to operate under Seller’s Motor Vehicle Sales Finance License (including Seller’s documentary fee filing notice with OCCC) pending issuance Buyer’s licenses by the OCCC and other regulatory authorities of the Purchase Price among State of New York (license number [●], the Liberation Assets “License”), and authorizes Buyer to enter retail installment contracts under Seller’s name and to sell and assign such retail installment contracts to banks, finance companies and other creditors in accordance with section 1060 the ordinary course of business. Seller and Buyer each accepts joint and several responsibility to the OCCC and any consumer of the Internal Revenue Code licensed business for any acts of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation operation of such allocationsthe licensed business during the term of this agreement; however, this is subject to Buyer’s indemnification of Seller for its acts while utilizing the License. Seller will reasonably consult with covenants to maintain, but not use, the License during the term of this agreement, and to immediately surrender or inactivate its license if the OCCC approves Buyer’s application. Buyer regarding represents and warrants that it shall promptly apply for, and shall use commercially reasonable efforts to obtain, its own License as promptly as practicable following the preparation date hereof. Buyer shall indemnify and hold Seller harmless from and against any cost or liability, including reasonable attorneys’ fees, incurred by Seller, or any of any sales Tax returns in connection with the sale their respective affiliates, proximately caused by Buyer’s or its representatives’ use of the Liberation AssetsLicense. During the License Usage Period, but the Seller’s decision with respect Buyer shall be entitled to sell vehicles using all of Seller’s sales direct and other Tax matters, including the filing indirect lending sources and all payments received by Seller on account of sales Tax returns, such Sales shall be remitted to Buyer within 5 days following receipt by Seller. This agreement will be in force only until Buyer is issued its own license to replace each the Seller’s sole discretionLicense. In During such time, only Buyer may operate under the event License. Nothing contained in this agreement is intended to effectuate a transfer or assignment from Seller to Buyer of any License held by Seller or to grant rights to Buyer that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as are prohibited by applicable New York law. This agreement may be appropriate executed in counterparts and delivered via facsimile or electronic mail. Entered into as of [ ] [●], 2022. LMP White Plain CDJR, LLC, a New York limited liability company, as Seller [ ], a [ ] limited liability company, as Buyer By: By: Xxx Xxxxxx, Manager Name: Title: Notice Address: Escrow Agent agrees to seek a refund of excessive Taxes otherwise paid in connection with be bound by the transactions contemplated hereby. To the extent that Buyer Dealership Asset Purchase Agreement and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.acknowledges receipt of:

Allocation of Purchase Price. As soon as practicable after the date hereof, Buyer shall deliver to Seller shall prepare an for Seller’s review and approval allocation of schedule(s) (the “Allocation Schedule(s)”) allocating the Purchase Price in accordance with the percentages set forth on the Allocation Schedule(s), including the Assumed Liabilities that are liabilities for federal income Tax purposes, among the Liberation Assets Purchased Assets. The Allocation Schedule(s) shall be reasonable and shall be prepared in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder thereunder. Seller agree that, following their approval of the Allocation Schedule(s), such approval not to be unreasonably withheld or delayed, Seller shall sign the Allocation Schedule(s) and return an executed copy thereof to Buyer, it being understood and agreed that on or before the twentieth (20th) Business Day following their receipt of the Allocation Schedule(s) from Buyer as necessary herein provided, Seller shall either deliver an executed copy thereof to comply with Buyer or, in the event that Seller shall have objections to all or any provision portion of state or local lawthe Allocation Schedule(s), including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after a written objection to such Allocation Schedule(s), which written objection shall set forth in reasonable detail the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with basis for the objections of Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionthereto. In the event that material new information arises after the Closing that is relevant Seller shall deliver a written objection to the application Allocation Schedule(s), Seller and Buyer shall thereafter work in good faith for a period of fifteen (15) Business Days to resolve any and all objections set forth therein, and upon the sales Tax resolution of all such objections, Seller and Buyer shall execute and deliver to the sale other Party or Parties a signed copy of such agreed upon Allocation Schedule(s). In the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent event that Buyer and Seller agree in a writing signed by an authorized representative of both are unable to resolve such dispute within such fifteen (15) Business Day period, Buyer and Seller on shall jointly retain a nationally recognized firm of independent certified public accountants mutually acceptable to Buyer and the Seller (an allocation “Independent Accounting Firm”) to resolve the disputed items and the determinations of such Independent Accounting Firm shall be conclusive and binding upon the Parties for the purposes of this Section 3.3. Upon resolution of the Purchase Price for purposes of section 1060 disputed items, the allocation reflected on the Allocation Schedule(s) shall be adjusted to reflect such resolution. The costs, fees and expenses of the CodeIndependent Accounting Firm shall be borne equally by Buyer and Seller. Buyer and Seller will each file IRS Form 8594, then Seller and Buyer shall reportall Tax Returns, act in accordance with the Allocation Schedule(s) that are agreed upon by the Parties pursuant to the terms of this Section 3.3. Buyer, on the one hand, and file income tax returns consistent with such agreed allocation. As used in this AgreementSeller, “Tax” or “Taxes” shall meanon the other hand, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or each agrees to provide the other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together promptly with any interest and any penalties, additions other information required to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxcomplete Form 8594.

Allocation of Purchase Price. Seller Prior to the Closing Date, the Buyer shall prepare an allocation and deliver to the Seller copies of Form 8594 and any required exhibits thereto (collectively, the “Asset Allocation Statement”) allocating the Purchase Price (including Assumed Liabilities) among the Liberation Acquired Assets in accordance with section Section 1060 of the Internal Revenue Code and the Treasury regulations thereunder. The Seller shall have a period of 1986, as amended thirty (30) days after delivery of the Asset Allocation Statement (the “CodeAllocation Response Period”) to present in writing to the Buyer notice of any objections the Seller may have to the allocations set forth therein (an “Allocation Objection Notice”). Unless the Seller objects within such thirty (30) day period, the Asset Allocation Statement shall be binding on the Parties. If the Seller shall raise any objections within the Allocation Response Period, the Buyer and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver negotiate in good faith and use their commercially reasonable efforts to resolve such allocations dispute. If the parties fail to Buyer agree within 30 fifteen (15) days after the Closing delivery of the Allocation Objection Notice, then the parties shall submit the Asset Allocation Statement and the Allocation Objection Notice to an independent accountant for resolution. Such accountant shall resolve the dispute by selecting the proposed allocation submitted by either the Buyer or as soon thereafter as practicable. Buyer agrees to fully cooperate with the Seller and respond to all reasonable requests for information which in connection with the preparation sole judgment of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of accountant most accurately allocates the Purchase Price and the Assumed Liabilities among the Acquired Assets in accordance with their relative fair market values, but not by choosing any other formulation. Such accountant shall render such decision and report to the Buyer and the Seller in writing, specifying the reason for purposes of section 1060 its decision in reasonable detail, not later than thirty (30) days after the item has been referred to it. The costs, fees and expenses of the Codeaccountant shall be borne equally by the Buyer and the Seller. The Purchase Price shall be allocated in accordance with the Asset Allocation Statement, then Seller as finally determined, and Buyer shall report, act and file all income tax returns consistent and reports filed by the Buyer and the Seller shall be prepared consistently with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

Allocation of Purchase Price. Seller The Purchase Price shall be allocated among the Acquired Assets and the covenant in Section 10.5, consistent with such allocation principles as the Parties may agree (each acting reasonably and in good faith) and in accordance with Section 1060 of the Code. The Buyer shall prepare an and deliver to the Seller, as soon as practicable (and at least within 60 days following the Closing Date), a schedule setting forth its proposed allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxesPrice. The Seller shall deliver such allocations to Buyer the Buyer, within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale delivery of the Liberation Assetsallocation schedule, but either a written notice indicating that the Seller accepts the Buyer’s allocation schedule or a written statement detailing its objections to the Buyer’s allocation schedule. If the Seller delivers to the Buyer a written notice accepting the Buyer’s allocation schedule, or if the Seller does not deliver a written objection within the required 30-day period, then the allocation schedule will be effective as of either the date of the Seller’s decision with respect delivery of its notice of acceptance or as of 11:59 p.m., Pacific time, on such 30th day after delivery of the allocation schedule initially prepared by the Buyer. If the Seller timely objects to all the Buyer’s allocation schedule, the Seller and the Buyer shall use commercially reasonable efforts to resolve the disputes raised in writing by the Seller within 30 days following the Buyer’s receipt of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionobjection notice. In If the event that material new information arises after the Closing that is relevant parties are unable to the application of the sales Tax to the sale of the Liberation Assetsresolve such dispute within said 30 day period, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree shall submit such dispute to a mutually agreed upon public accounting firm (the “Neutral Accountant”). Promptly, but not later than 15 days after its acceptance of appointment hereunder, the Neutral Accountant shall determine (based solely on the information contained in this Agreement (including any Exhibits or Schedules to this Agreement), any information required to be delivered by a writing signed by an authorized representative Party under this Agreement, and the representations of both Buyer and Seller on an allocation of and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters, and the resulting Purchase Price allocation shall be conclusive and binding upon the parties for purposes of section 1060 this Section 1.2. The fees, costs and expenses of the CodeNeutral Accountant shall be borne equally by the Buyer and the Seller. The Purchase Price allocation shall be binding upon Purchaser and the Seller, then and none of Purchaser or the Seller and Buyer shall reportfile any Tax Return, act and file income tax returns consistent or take a position with a Taxing Authority, that is inconsistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or otherwise required by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxapplicable Law.

Allocation of Purchase Price. (a) The Purchase Price (including any Assumed Liabilities treated as consideration for the Transferred Assets for Tax purposes) shall be allocated among the Seller Parties in accordance with Section 2.11(a) of the Seller Disclosure Schedules, which sets forth the methodology for allocating the Purchase Price among the Seller Parties (the “Closing Allocation Schedule”). At least three (3) Business Days prior to the Closing, Seller shall prepare an deliver to Buyer a draft Closing Allocation Schedule which shall include (i) the name, jurisdiction and address of each such Seller Party, (ii) the portion of the Purchase Price to be paid to each such Seller Party, (iii) the portion of the Purchase Price to be paid to each jurisdiction of the Seller Parties, and (iv) the number and type of Transferred Equity Securities held by each Seller Party as of immediately prior to the Closing, as applicable, on a certificate-by-certificate basis and including certificate numbers, or electronic equivalent. Within forty-five (45) days after the Closing Date, Seller may deliver to Buyer a revised Closing Allocation Schedule, providing for a revised allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 Seller Parties. Buyer shall have thirty (30) days after receipt of the Internal Revenue Code of 1986, as amended such revised Closing Allocation Schedule or seventy five (“Code”75) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or Date if no revised Closing Allocation Schedule is provided to review and comment in writing on the Closing Allocation Schedule. If Xxxxx does not object in writing to the Closing Allocation Schedule during such period, the Closing Allocation Schedule shall become final. Seller shall incorporate any reasonable comments of Buyer that are consistent with the methodology included in the Closing Allocation Schedule as soon thereafter as practicableof the date hereof. Buyer agrees and Seller shall reasonably cooperate to fully cooperate revise the Closing Allocation Schedule to reflect the payment of any amount pursuant to Section 2.10. (b) Within one hundred and twenty (120) days after the determination of the Final Purchase Price pursuant to Section 2.10, Seller shall prepare a schedule allocating the portion of the Final Purchase Price (plus any applicable assumed liabilities treated as consideration for Tax purposes) that is allocated to any Seller organized under the laws of the United States pursuant to Section 2.11(a) among the assets of such Seller in accordance with the principles of Section 1060 of the Code (the “Asset Allocation Schedule”) and shall deliver the Asset Allocation Schedule to Buyer for its review. Buyer shall have thirty (30) days after receipt of the Asset Allocation Schedule to review and comment in writing on the Asset Allocation Schedule. If Xxxxx does not object in writing to the Asset Allocation Schedule during such period, the Asset Allocation Schedule shall become final and binding on the Seller Parties and respond Buyer Parties for U.S. income Tax purposes. If Buyer timely notifies Seller within 30 days in writing that Buyer objects to all reasonable requests any items reflected in such Asset Allocation Schedule, Buyer and Seller shall discuss such disputed items in good faith; provided, however, that if Buyer and Seller are unable to resolve any dispute with respect to the Asset Allocation Schedule within sixty (60) days following the delivery of the Asset Allocation Schedule to the Buyer, such dispute shall be resolved by the Accounting Firm (acting as an expert and not an arbitrator), based on the same procedures and principles set forth in Section 2.10(b)(iii) and (iv), mutatis mutandis. The Parties agree that no Buyer Party will be deemed for information applicable tax purposes to receive a payment from any Seller Party in exchange for or in connection with assuming any deferred revenue (or similar obligation) of or attributable to any Seller Party as a result of the preparation transactions contemplated by this Agreement. (c) Notwithstanding anything in this agreement, the amount allocated to the UK Loan Notes, including following any adjustments pursuant to the terms of this agreement, will not be less than the amount that would be their carrying value in the accounts of the UK Holdcos respectively if the relevant accounting period had ended on the Closing Date. (d) The Closing Allocation Schedule and the Asset Allocation Schedule, as determined in accordance with this Section 2.11, shall be final and binding on the Parties, and each of the Buyer Parties and the Seller Parties agrees to file their respective U.S. federal, state, local and relevant non-U.S. Tax Returns in accordance with the Closing Allocation Schedule and the Asset Allocation Schedule, provided that in the event that any Governmental Body disputes any of the allocations of the Closing Allocation Schedule or the Asset Allocation Schedule, Seller or Buyer, as the case may be, shall promptly notify the other party of the nature of such dispute, and shall cooperate in good faith to preserve the effectiveness of such allocations. Seller will reasonably consult with Buyer regarding , to the preparation of any sales Tax returns in connection extent consistent with the sale Law and final decisions of such Governmental Body (provided, however, that nothing herein shall prevent a party from settling any proposed deficiency or adjustment by a Governmental Body or require a party to contest the Liberation Assets, but the Seller’s decision with respect of a Governmental Body in court proceedings or to all appeal a court ruling to a court of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholdinghigher instance), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

Allocation of Purchase Price. Seller (a) As of the Closing Date, and pursuant to Revenue Ruling 99-5, the following shall prepare be deemed to occur: the Investor shall purchase a percentage (the "PERCENTAGE") of the Business Assets equal to the quotient of the sum of (x) $50,000,000 plus (y) the value of the SkyTerra Stock Consideration on the Closing Date (and, if applicable, the amount of the reduction in the Severance Cap by the SkyTerra Stock Shortfall Amount), divided by the value of Newco's assets on the Closing Date, for an allocation amount equal to (x) $50,000,000 plus (y) the SkyTerra Stock Consideration (and, if applicable, the amount of the reduction in the Severance Cap by the SkyTerra Stock Shortfall Amount), the Investor shall contribute its purchased portion of the Business Assets, and HNS shall contribute to Newco the Percentage of the Business Assets and shall sell the remainder of the Business Assets (subject to Liabilities) to Newco, which will constitute a newly formed partnership for Federal income tax purposes, as described in Section 721 of the Code, and Treas. Reg. ss. 1.707-3. Each party hereto agrees to make all Tax filings consistent with such treatment. (b) The purchase price of the Business Assets (and those assumed liabilities treated as purchase price for Tax purposes) shall be allocated to the portion of the Business Assets deemed purchased by Newco as set forth in this SECTION 2.9. (c) The parties agree to allocate the Purchase Price among (and all other capitalized costs) under the Liberation Assets in accordance with section 1060 principles of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section Section 1060 of the Code, then Seller and Buyer shall reportcooperate in making such allocation and executing such forms as are reasonably necessary in connection therewith. (d) Except as otherwise agreed by the Investor and Parent, act and file income tax returns consistent with such agreed allocation. As used the parties agree to work together in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments good faith prior to Closing to structure the ownership of any kind whatsoever (whether payable directly or by withholding), together with any interest Assets acquired from HNS UK in a manner that is Tax efficient to Newco and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxits members.

Allocation of Purchase Price. Seller shall prepare an allocation No later than ninety (90) days following the final determination of the Purchase Price after all necessary adjustments pursuant to Section 2.05 have been made (the “Final Purchase Price”), the Purchaser shall prepare and deliver to Sellers a proposed allocation of the Final Purchase Price among the Liberation Assets Acquired Companies (and their respective assets) (the “Purchase Price Allocation”), which allocation shall be in accordance with section the principles of Section 1060 of the Internal Revenue Code and Treasury Regulations thereunder (and any similar provision of 1986state, local, or non-U.S. Law, as amended appropriate). If Sellers object to such proposed allocation by means of written notice delivered to the Purchaser within forty-five (“Code”45) days following receipt of Purchaser’s proposed allocation, Purchaser and Sellers shall negotiate in good faith and reasonably cooperate with each other for the regulations promulgated thereunder fifteen (15) days thereafter to resolve such objections. If after fifteen (15) days of receipt of written comments from Sellers, Purchaser and Sellers are unable to agree to a final allocation, any unresolved disputes or objection shall be submitted to the Independent Accountant for resolution in accordance with this Section 2.06, including for purposes of allocating responsibility for any related fees and expenses; provided that the Parties shall otherwise bear their own expenses with respect to the Purchase Price Allocation. The Independent Accountant’s determination with respect to each disputed matter shall be final, conclusive and binding on the Parties. Sellers and Purchaser and their respective Affiliates shall report, act, and file Tax Returns (including IRS Form 8594) in all respects and for all purposes consistent with the Purchase Price Allocation as necessary finalized. Neither Sellers nor Purchaser shall take any position (whether in audits, Tax Returns, or otherwise) that is inconsistent with Purchase Price Allocation (as finally determined pursuant to comply with any provision of this Section 2.06), except as may be adjusted by subsequent agreement following an audit by the IRS (or by an applicable state or local law, including and sales Taxing Authority) or other transfer taxes. Seller shall deliver by court decision but only as may be adjusted following a “determination” (as such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information term is defined in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale Section 1313 of the Liberation AssetsCode). Notwithstanding the foregoing, but nothing contained herein shall prevent a Party from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the Seller’s decision with respect final Purchase Price Allocation, and no Party shall be required to all of Seller’s sales and other Tax matters, including litigate before any court any proposed deficiency or adjustment by any Governmental Entity challenging the filing of sales Tax returns, will be in the Seller’s sole discretionfinal Purchase Price Allocation. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes Allocation (as finally determined pursuant to this Section 2.06) is disputed by any Taxing Authority, the Party receiving notice of section 1060 such dispute shall reasonably promptly notify the other Party concerning the existence of such dispute and the Code, then Seller and Buyer shall report, act and file income tax returns Parties will consult in good faith as to how to resolve such dispute in a manner consistent with such agreed allocationthis Section 2.06. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments In the event of any kind whatsoever (whether payable directly or by withholding)adjustment to the Final Purchase Price hereunder, together Purchaser and Sellers agree to adjust the Purchase Price Allocation in a manner consistent with this Section 2.06 to reflect such adjustment and to file consistently any interest Tax Returns and any penalties, additions reports required to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition be filed as a result of any Taxsuch Final Purchase Price adjustment.

Allocation of Purchase Price. Seller The parties hereby agree that, except as otherwise specifically provided herein, for tax purposes they shall prepare an allocation of allocate the Purchase Price among the Liberation Granite Broadcasting Assets in accordance with section their respective fair market values, and that they will comply with the applicable information reporting requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder thereunder. Buyer and as necessary Granite shall report the allocations consistently, to comply with any provision of state or local the extent permitted by law, including on Internal Revenue Form 8594, which the parties shall cooperate in preparing and sales or other transfer taxeswhich the parties will timely file with the Internal Revenue Service. Seller shall deliver such allocations to Buyer within 30 Within thirty (30) days after the Closing Date, Granite shall deliver to Buyer an initial schedule setting forth a complete listing of the Granite 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 Granite Broadcasting Assets. Such allocation shall be final and binding upon Seller, Granite and Buyer unless within 20 business days of receipt thereof Buyer gives written notice to Granite that it does not consent to such allocation. If Buyer notifies Granite within such 20-day period that it is withholding its consent, Granite and Buyer will use good faith efforts to resolve any disagreements. If Granite and Buyer cannot thereafter reach agreement on an allocation within 30 days, Buyer and Granite shall cause an appraisal of the Granite Broadcasting Assets to be performed and completed by Xxxxxxxx, Bond & Picarro or such other appraisal firm as soon thereafter as practicable. Granite and Buyer agrees to fully cooperate shall mutually designate, with Seller and respond to all reasonable requests for information expenses in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect appraisal to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed borne equally by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.Granite and

Allocation of Purchase Price. Within sixty (60) days after the Closing Date, the Buyer shall deliver to the Seller shall prepare an allocation a statement (the “Fair Market Value Statement”) of the Purchase Price among the Liberation Assets in accordance with section 1060 fair market value of the Internal Revenue Code assets and liabilities of 1986the Company and its Subsidiaries as of the Closing Date; provided, however, the Parties agree that aggregate fair market value of the assets located at the water park known as amended (“Code”) Wet ‘n Wild Emerald Point shall not exceed $11,340,000 and the regulations promulgated thereunder and aggregate fair market value of the assets located at the water park known as necessary to comply with any provision of state or local law, including and sales or other transfer taxesSilver Springs shall not exceed $10,645,000. Seller shall deliver such allocations to Buyer If within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale receipt of the Liberation Assets, but Fair Market Value Statement the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including Seller notifies the filing of sales Tax returns, will be Buyer in writing that in the Seller’s sole discretionreasonable judgment, the fair market value of one or more items reflected in the Fair Market Value Statement is not reasonable, the Buyer and the Seller will use their commercially reasonable efforts to resolve such dispute. In If the event that material new information arises Buyer and the Seller fail to resolve such dispute within 30 days, then: (1) the Buyer and the Seller, within five days after the Closing that is relevant expiration of such 30-day period, shall jointly submit the dispute to the application Accounting Referee; (2) the Accounting Referee shall determine whether the fair market value of the sales Tax to disputed items was reasonable and, if not reasonable, shall appropriately revise the sale Fair Market Value Statement; and (3) the costs, fees and expenses of the Liberation AssetsAccounting Referee shall be borne one-half by Buyer and one-half by Seller. If the Seller does not respond within 30 days, thenor upon resolution of the disputed items, at the reasonable request determination of fair market value reflected on the Fair Market Value Statement (as such may have been adjusted in accordance with this Section 8.4(g)) shall be binding on the parties hereto. The amounts reported on the Fair Market Value Statement (as such may have been adjusted in accordance with this Section 8.4(g)) shall be conclusively determined to be the fair market value of such assets and liabilities for all purposes including, but not limited to, Tax and financial reporting. The Buyer, the Company and its Subsidiaries, and Seller shall take such reasonable steps as may be appropriate to seek report the fair market value of the assets and liabilities in a refund of excessive Taxes otherwise paid in connection manner consistent with the transactions contemplated hereby. To amounts reflected on the extent that Buyer Fair Market Value Statement, including, but not limited to all Tax returns, IRS Forms 8883, financial statements and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxinformation reports.

Allocation of Purchase Price. (a) Within ninety (90) days after the determination of the Final Adjustment, Buyer shall provide to Seller shall prepare a schedule setting forth a proposal for an allocation of the Purchase Price (plus any assumed liabilities, to the extent properly taken into account under the Code) among the Liberation Assets assets of the Acquired Companies or the Equity Interests of the Acquired Companies (as applicable) (the allocation described in this clause (a), the “Purchase Price Allocation Schedule”). Within fifteen (15) Business Days after its receipt of Buyer’s proposed Purchase Price Allocation Schedule, Seller shall propose to Buyer any changes thereto or otherwise shall be deemed to have agreed thereto. If Seller proposes changes to Buyer’s proposed Purchase Price Allocation Schedule within the fifteen (15) Business Day period described above, Buyer and Seller shall cooperate in good faith to mutually agree upon a revised Purchase Price Allocation Schedule as soon as practicable, in accordance with section Section 1060 of the Internal Revenue Code and the Treasury Regulations thereunder. (b) Each of 1986Buyer and Seller agrees and acknowledges that each shall (and shall cause its Affiliates to) report the transactions contemplated by this Agreement to the applicable Taxing Authorities (including filing IRS Form 8594) in a manner consistent with the Purchase Price Allocation Schedule mutually agreed upon pursuant to Section 2.7(a) or as determined pursuant to Section 2.7(c) and that neither Seller nor Buyer shall, absent mutual written agreement, challenge or dispute the allocations set forth in the agreed upon Purchase Price Allocation Schedule. The Purchase Price Allocation Schedule shall be revised to take into account subsequent adjustments to the Purchase Price, including any indemnification payments (which shall be treated for Tax purposes as adjustments to the Purchase Price), as amended (“Code”) mutually agreed upon by the Parties and in accordance with the provisions of Section 1060 of the Code and the regulations promulgated thereunder Treasury Regulations thereunder. (c) If the Parties are unable to agree on the Purchase Price Allocation Schedule pursuant to Section 2.7(a) or any subsequent adjustment to the Purchase Price Allocation Schedule pursuant to Section 2.7(b), the Parties shall refer such dispute to the Independent Accountants, which firm shall make a final and binding determination as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information matters in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision dispute with respect to all this Section 2.7 (and only such matters) on a timely basis and promptly shall notify the Parties in writing of Seller’s sales its resolution. The Independent Accountants shall not have the power to modify or amend any term or provision of this Agreement. Each Party shall bear and pay one-half of the fees and other Tax matters, including costs charged by the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant Independent Accountants pursuant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholdingSection 2.7(c), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

Allocation of Purchase Price. Seller (a) No later than sixty (60) days after Closing or within a reasonable time thereafter as agreed by Sellers and Purchaser, Purchaser shall prepare an and deliver to Sellers a proposed allocation of the Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by the Purchaser for U.S. federal income Tax purposes) among the Liberation Transferred Assets which shall be prepared in accordance a manner consistent with section Section 1060 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (the “Proposed Allocation Schedule”). After receipt of the Proposed Allocation Schedule from Purchaser, the Sellers shall have fifteen (15) days to review the Proposed Allocation Schedule. The Proposed Allocation Schedule will be considered final and binding on the regulations promulgated thereunder Parties unless Sellers communicate to Purchaser objections to the Proposed Allocation Schedule (an “Allocation Dispute Notice”). Sellers and Purchaser shall, within ten (10) days (or such longer period as necessary Sellers and Purchaser may agree in writing) following delivery of an Allocation Dispute Notice (the “Allocation Resolution Period”), attempt in good faith to comply resolve their differences and prepare a final allocation schedule that is acceptable to both Sellers and Purchaser. If Sellers and Purchaser are unable to completely resolve any such differences within such ten (10) day period, the unresolved issues (the “Allocation Dispute”) shall be resolved by the Accounting Firm in accordance with Section 1.5(b) (once so resolved, the “Final Allocation Schedule”), subject to approval by the Bankruptcy Court. Purchaser and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Final Allocation Schedule and shall not take any provision of state position for Tax purposes (including on IRS Form 8594 or local law, including and sales in any audit or other transfer taxesexamination or proceeding relating to Taxes) inconsistent with this Section 1.5 unless required to do so by applicable Law. (b) If Purchaser and Sellers are unable to completely resolve any Allocation Dispute within the Allocation Resolution Period, the unresolved issues (and only such unresolved issues) (such unresolved issues collectively, the “Dispute”) shall be promptly submitted for resolution to the Accounting Firm. Seller The Accounting Firm shall deliver such allocations be instructed to Buyer within 30 days after resolve any outstanding Dispute; provided, that the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation Accounting Firm’s determination of any sales Tax returns in connection with amount subject to the sale Dispute shall be no (i) less than the lesser of the Liberation Assetsamounts claimed by Purchaser and Sellers, but respectively, or (ii) greater than the Seller’s decision greater of the amounts claimed by Purchaser and Sellers, respectively. The Parties shall instruct the Accounting Firm to render its determination with respect to the entire Dispute within fourteen (14) days of the referral of the Dispute thereto, and the determination of the Accounting Firm shall be final and binding upon the Parties for all purposes of Seller’s sales this Agreement. The fees and expenses of the Accounting Firm shall be borne by the Purchaser, on the one hand, and the Sellers, on the other Tax mattershand, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In same proportion that the event that material new information arises after the Closing that is relevant dollar amount subject to the application Dispute which is not resolved in favor of the sales Tax Purchaser and the Sellers, as applicable, bears to the sale of total dollar amount subject to the Liberation Assets, then, at Dispute resolved by the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxAccounting Firm.

Allocation of Purchase Price. Seller shall prepare an allocation of and Buyer agree that the Purchase Price (plus other relevant items) shall be allocated among the Liberation Purchased Assets for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Buyer and delivered to Seller within sixty (60) days following the Closing Date. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within ten (10) days following delivery of the foregoing notice of objection, such dispute shall be resolved by the Independent Accountant. The fees and expenses of the Independent Accountant shall be borne equally by Seller and Buyer. Buyer and Seller shall (and the Stockholder shall cause Seller to) file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. For purposes of this Section 2.07, the “Independent Accountant” shall be the accounting firm of CliftonLarsonAllen LLP, or if CliftonLarsonAllen LLP is unable to, or for any reason, does not, serve, Buyer and Seller shall (and the Stockholder shall cause Seller to) appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Buyer’s accountants or Seller’s accountants who, acting as experts and not arbitrators, shall resolve the items to which Seller has objected to in accordance with section 1060 this Section 2.07 only and make any corresponding adjustments to the Allocation Schedule. Each of Buyer and Seller shall propose the Internal Revenue Code name of 1986one Independent Accountant within five (5) Business Days of CliftonLarsonAllen LLP informing Buyer and Seller that it is unable to serve, or not serving or responding to Buyer’s request to serve, within two (2) days of Buyer’s request to serve. If Buyer or Seller fails to propose the name of an independent accounting firm within the forgoing five (5) Business Day period, then the Independent Accountant shall be the independent accounting firm proposed by Buyer or Seller, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretioncase may be. In the event that material new information arises after the Closing that parties do not agree upon an Independent Accountant within fifteen (15) days of the date upon which an Independent Accountant is relevant initially proposed by one party to the application other, the parties shall submit the matter to the American Arbitration Association for determination of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxIndependent Accountant.

Allocation of Purchase Price. Seller shall prepare an allocation Payment by Buyer of the Purchase Price into Sellers’ Account shall constitute payment by Buyer to each Seller and satisfaction of Buyer’s obligation to pay such amount hereunder, and Sellers’ Representative shall be solely responsible for allocating and distributing to each Seller such Seller’s respective share of the Purchase Price from Sellers’ Account. Once Buyer completes the payment of the Purchase Price under this Agreement into Sellers’ Account, Buyer shall have no liability or obligation relating to the allocation or distribution of funds from such Sellers’ Account. Solely, for purposes of distributing proceeds among the Liberation Assets Sellers, the Purchase Price shall be deemed to be increased by the amount of the aggregate exercise price of all Warrants and Stock Options being transferred to the Buyer at Closing (the “Deemed Purchase Price”). As among the Sellers, the Deemed Purchase Price shall be allocated among the respective Sellers in accordance with section 1060 the provisions of Schedule 2.7, and the payment of transaction fees and expenses shall be allocated among the respective Sellers in accordance with the provisions of Schedule 2.7. The portion of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary Deemed Purchase Price payable to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver be reduced by the aggregate exercise price of all Warrants and Stock Options being transferred by such allocations Seller to the Buyer within 30 days after at Closing. The portion of the Closing Purchase Price allocated to each Seller shall be paid and distributed to such Seller in cash or as soon thereafter as practicableits equivalent by means of a wire transfer of immediately available funds to an account designated by such Seller to Sellers’ Representative prior to the Closing. Buyer agrees At the Closing, Sellers’ Representative may withhold from the proceeds otherwise distributable to fully cooperate with each Seller hereunder, and respond to all reasonable requests for information in connection with the preparation of pay, such allocations. Seller will reasonably consult with Buyer regarding the preparation Seller’s pro-rata portion of any sales Tax returns in connection with the sale fees or expenses incurred by or on behalf of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid Sellers in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with be entitled to withhold from any payment to Sellers’ Account any amount required to be withheld under applicable Law. Any such agreed allocation. As used in this Agreement, “Tax” amount so required to be withheld by Buyer or “Taxes” the Companies shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions be deemed as actually paid to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxsuch Seller.

Allocation of Purchase Price. Seller shall prepare an The allocation of the Purchase Price among (including any portion of the Liberation Assets Assumed Liabilities if applicable) will be negotiated by the Parties in accordance with section 1060 Applicable Tax Law (as defined below). Purchaser shall propose and deliver to Seller a preliminary allocation among the Assets of the Internal Revenue Purchase Price and such other consideration to be paid to Seller pursuant to this Agreement (an “Allocation”) sufficiently far in advance of the Closing to allow the Final Pre-Closing Allocation referred to below to be determined prior to the Closing. The Allocation shall be consistent with Code of 1986, as amended Section 1060 (“CodeApplicable Tax Law”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including in a manner which facilitates Property Tax reporting and sales or other transfer taxesshall separately allocate Assets in the Facilities Switchyard. Seller shall deliver such allocations within thirty (30) days thereafter propose any changes to Buyer within 30 the Allocation. Within thirty (30) days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation following delivery of such allocations. proposed changes, Purchaser shall provide Seller will reasonably consult with Buyer regarding the preparation a statement of any sales Tax returns in connection objections to such proposed changes, together with the sale a reasonably detailed explanation of the Liberation Assetsreasons therefor. If Purchaser and Seller are unable to resolve any disputed objections within ten (10) days thereafter, but such objections shall be referred to the Seller’s decision with respect Independent Accounting Firm, which shall resolve the disputed item. The Independent Accounting Firm shall be instructed to deliver to Purchaser and Seller a written determination of the proper allocation of such disputed items within twenty (20) Business Days from the date of engagement. Such determination shall be final, conclusive and binding upon the Parties for all of Seller’s sales Tax purposes, and other Tax mattersthe Allocation shall be so adjusted (the allocation, including the filing adjustment, if any, to be referred to as the “Final Pre-Closing Allocation”). Within thirty (30) days of sales Tax returnsthe determination of the Post-Closing Adjustment, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant Parties shall agree to the application adjustments to the Final Pre-Closing Allocation (“Final Allocation”). The fees and disbursements of the sales Independent Accounting Firm attributable to any Allocation shall be shared equally by Purchaser and Seller. Purchaser and Seller agree to timely file Internal Revenue Service Form 8594, and all Tax Returns, in accordance with such Allocation or Final Allocation, as the case may be, and to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with report the transactions contemplated herebyby this Agreement for federal Income Tax and all other Tax purposes in a manner consistent with the Allocation or Final Allocation, as the case may be. To the extent that Buyer Each of Purchaser and Seller further agree in to provide a writing signed copy of its Internal Revenue Service Form 8594 for inspection by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with other Party not fewer than 10 business days prior to filing such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxform.

Allocation of Purchase Price. Seller shall prepare an allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”i) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller Sellers shall use their reasonable best efforts to agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price (the “Allocation”) prior to the Closing Date. The Allocation shall allocate for all purposes of section 1060 (including Tax and financial accounting purposes) the Purchase Price (including liabilities and other capitalized costs) among the Acquired Assets and the Target Shares. (ii) At least 30 calendar days prior to the Closing Date, Sellers shall deliver a draft of the CodeAllocation (the “Proposed Allocation”) to Buyer for its consent, which consent shall not be unreasonably withheld, delayed or conditioned. Except as provided in subparagraphs (iii), (iv) and (v) of this Section 9(l), at the close of business on the 30th day after delivery of the Proposed Allocation, the Proposed Allocation shall become binding upon Buyer and Sellers, shall be set forth in an allocation schedule which shall be deemed to be part of this Agreement (the “Allocation Schedule”), and shall be the Allocation. (iii) Buyer shall raise any objection to the Proposed Allocation in writing within 30 calendar days of the delivery of the Proposed Allocation. Buyer and Sellers shall negotiate in good faith to resolve any differences until the Closing Date. If Buyer and Sellers reach written agreement amending the Proposed Allocation prior to the Closing Date, the Proposed Allocation, as so amended, shall become binding upon Buyer and Sellers, shall be set forth in the Allocation Schedule, and shall be the Allocation. (iv) If Buyer and Sellers cannot agree on the Allocation before the Closing Date, they shall continue to negotiate in good faith to resolve any differences until the date on which the purchase price adjustment contemplated by Section 2(g) Table of Contents above is payable. If Buyer and Sellers reach written agreement amending the Proposed Allocation prior to that date, the Proposed Allocation, as so amended, shall become binding upon Buyer and Sellers, shall be set forth in the Allocation Schedule, and shall be the Allocation. (v) If Buyer and Sellers cannot agree on the Allocation before the date on which the purchase price adjustment contemplated by Section 2(g) above is payable, then Seller each Party shall use its own allocation, as each such Party shall deem appropriate. (vi) The Allocation shall be amended (in a manner agreed by Buyer and Sellers consistent with the methodology previously used) to reflect any adjustments to the Preliminary Purchase Price and the Purchase Price under this Agreement. (vii) Except as provided in subparagraph (v) above, each of Sellers, Buyer and their respective Affiliates shall report, act and file income tax returns Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxAllocation.

Allocation of Purchase Price. Within ninety days after the Closing, Buyer shall prepare and deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price among the Purchased Assets and the noncompete agreement set forth in Section 8.3 in accordance with Section 1060 of the Code and the applicable Treasury Regulations. If within thirty days after delivery of the Allocation Statement, Seller notifies Buyer in writing of an objection to the Allocation Statement, Buyer and Seller shall use their commercially reasonable efforts to resolve such dispute within twenty days. If Buyer and Seller are unable to resolve such dispute during such twenty-day period, Buyer and Seller shall jointly select a nationally recognized independent accounting firm to resolve such dispute. Such accounting firm shall be requested to resolve such dispute and issue its written report to Buyer and Seller within thirty days after its engagement. One-half of the fees of such accounting firm shall be borne by Buyer, and one-half of such fees shall be borne Seller. Seller and Buyer each agree to prepare and file on a timely basis Internal Revenue Service Form 8594 setting forth an allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 of the Internal Revenue Code of 1986Price, as amended (“Code”) and the regulations promulgated thereunder and as necessary pursuant to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section Section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns in a manner consistent with such agreed allocation. As used the Allocation Statement, and agree to act in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, accordance with the Allocation Statement in the preparation of financial statements and filing of all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments Tax returns and in the course of any kind whatsoever (whether payable directly Tax audit, Tax review or by withholding)Tax litigation relating thereto. Neither Buyer nor Seller will assert that the allocation set forth in the Allocation Statement was not separately bargained for at arm’s length and in good faith. Not later than ten days prior to the filing of their respective Form 8594 relating to this transaction, together with any interest and any penalties, additions each party shall deliver to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition party a copy of any Taxits Form 8594.

Allocation of Purchase Price. Seller (i) Buyer and Sellers agree that the Purchase Price shall prepare an allocation be allocated to the rental merchandise, the fixed assets and the monetary assets of the Corporation at fair market value, and the balance of the Purchase Price shall be allocated to goodwill and other intangible assets of the Corporation (collectively, the "Intangible Assets"). Buyer and Sellers shall agree prior to the Closing Date on estimated allocations of the Purchase Price, consistent with the foregoing, for purposes of making any timely transfer tax filings and for purposes of this Section 10.3(b) (the "Estimated Allocation Statement"). In addition, as soon as practicable after the Closing Date, but in no event later than March 31, 1998, Buyer shall provide to Sellers a proposed statement (the "Allocation Statement") allocating the total of the Purchase Price, and any other payments made by Buyer pursuant to this Agreement that are properly treated as additional purchase price for tax purposes, among the Liberation Assets in accordance with section 1060 different classes of assets of the Internal Revenue Corporation to be acquired pursuant to the rules of Section 338 of the Code of 1986, as amended (“Code”) and the regulations promulgated thereunder thereunder. Within ten (10) days following delivery of the proposed Allocation Statement, Sellers may propose changes to the Allocation Statement. Buyer shall consider Sellers' proposed changes in good faith, but shall have no obligation to amend the Allocation Statement to reflect any proposed changes to which Buyer objects unless it relates to a material difference between the Estimated Allocation Statement and the Allocation Statement (for purposes hereof, material shall mean a change of 5% or more in the aggregate amount of the non-Intangible Assets). Within five (5) days following delivery to Buyer of Sellers' proposed changes, Buyer shall deliver to Sellers a statement of objections (if any) to such proposed changes. If Buyer and Sellers are unable, within five (5) days after receipt by Sellers of Buyer's statement of objections, to resolve the disputed objections, such disputed objections shall be referred to the Third-Party Accountants. The scope of the Third-Party Accountants' review will be restricted to addressing only any such disputed objections. The Third-Party Accountants shall, within ten (10) business days following their selection (or such longer period as necessary may be proposed by the Third Party Accountants and agreed to comply by Buyer and Sellers), deliver to Sellers and Buyer a written resolution of the disputed objections. Such resolution shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation Statement shall be adjusted to reflect such resolution. The fees and disbursements of the Third-Party Accountants acting under this Section shall be shared equally by Buyer and Sellers. The parties shall cooperate with one another and with each other's Representatives in order to resolve any provision and all matters in dispute as quickly as practicable. (ii) Buyer and Sellers shall file and cause to be filed all tax returns, and execute such other documents as may be required by any taxing authority, in a manner consistent with the Allocation Statement as revised from time to time. Buyer shall prepare the Form 8023 under Section 338(h)(10) of state or local law, including the Code relating to the transactions contemplated by this Agreement based on the Allocation Statement and sales or other transfer taxes. Seller shall deliver such allocations Form 8023 to Buyer Sellers within 30 calendar days after finalization of the Closing or Allocation Statement as soon thereafter as practicableprovided above. Buyer agrees and Sellers shall timely file, or cause the timely filing of, such Form 8023 with each relevant taxing authority, and shall refrain, and cause their affiliates to fully cooperate refrain, from taking any position inconsistent with Seller such Allocation Statement as revised from time to time with any taxing authority unless, and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant then only to the application of the sales Tax extent, required to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek do so by a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxtaxing authority.

Allocation of Purchase Price. The Seller and the Purchaser recognize their mutual obligations pursuant to Section 1060 of the Code (and any comparable provisions of any other Tax law) to allocate the Purchase Price and all other items properly included in “consideration”, if any, consistent with the principles set forth therein, and to timely file IRS Form 8594 (or comparable form) and subsequent Forms 8594 (or comparable forms), if any are required, with each of their respective Tax Returns (the “Asset Allocation Statements”). Accordingly, the Seller and the Purchaser agree to cooperate in the preparation of any Asset Allocation Statements. Within ninety (90) Business Days after the Closing Date, the Purchaser shall prepare an deliver to the Seller a statement of allocation of the Purchase Price and all other items properly included in “consideration,” if any, among the Liberation Assets Transferred Assets, which shall be prepared in accordance a manner consistent with section the principles set forth in Section 1060 of the Internal Revenue Code of 1986, as amended (the “CodeAllocation”) ). The Purchaser and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult endeavor in good faith to resolve any differences with Buyer regarding respect to the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but Allocation within 60 days following the Seller’s decision with respect receipt of the Allocation from the Purchaser. If the Seller withholds its consent to all of Seller’s sales and other Tax mattersthe Allocation after such 60-day period, including the filing of sales Tax returns, then any remaining disputed matters will be in finally and conclusively determined by an independent accounting firm of recognized national standing not otherwise providing services to the Seller or the Purchaser (the “Allocation Arbiter”) jointly selected by the Purchaser and the Seller’s sole discretion. Promptly, but not later than 20 days after its acceptance of appointment hereunder; the Allocation Arbiter will determine (based solely on presentations by the Seller and the Purchaser and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of Purchase Price and all other items properly included in “consideration,” if any, which report shall be conclusive and binding upon the parties. Each of the Seller and the Purchaser shall (i) be bound by the Allocation for purposes of determining any Taxes, (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation, and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise; provided, however, that nothing contained in this subclause (iii) shall prevent the Purchaser or the Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither the Purchaser nor the Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such Allocation. In the event that material new information arises after the Closing that Allocation is relevant disputed by any taxing authority, the Party receiving notice of the dispute shall promptly notify the other Party hereto concerning resolution of the dispute. At least three (3) Business Days prior to the application of Closing, the sales Tax to Seller and the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller Purchaser shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent good faith allocate that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation portion of the Purchase Price for purposes of section 1060 of representing the Code, then Seller Transferred Assets located in India and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxChina.

Allocation of Purchase Price. Buyer and Seller shall prepare acknowledge that the purchase and sale contemplated by this Agreement constitutes an allocation “applicable asset acquisition” within the meaning of the Purchase Price among the Liberation Assets in accordance with section 1060 Section 1060(c) of the Internal Revenue Code of 1986, as amended (the “Code”). The parties expressly agree that the Purchase Price shall be allocated among the Business Assets as follows: (a) The parties agree that, unless they agree otherwise as provided for in this Section 3.6, (and subject to the regulations promulgated thereunder and provisions of Subsection 3.6(b) below) the Purchase Price shall be allocated among the Business Assets as necessary follows: (i) the Purchase Price shall be allocated to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale fixed assets of the Liberation AssetsBusiness (i.e. the Osceola, but the Real Estate, the Gaming Equipment, the Personal Property) in an amount equal to the tax net book value of fixed assets, as shown on the Seller’s decision with respect books as of the Closing, (ii) the Purchase Price shall be allocated to all of Inventory based on Seller’s sales cost, and other Tax matters, including (iii) the filing balance of sales Tax returns, the Purchase Price shall be allocated to good will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant and/or to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, other Intangibles. Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent has notified Buyer that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on believes that an allocation of the Purchase Price among the Business Assets on this basis fairly reflects the actual current fair market value of the respective assets and therefore reflects an appropriate basis for purposes of section 1060 allocating the Purchase Price under Section 1060(c) of the Code. (b) Buyer shall have thirty (30) days after the Effective Date of this Agreement to notify Seller at to whether it has any objections to the proposed allocation of the Purchase Price, as reflected in Subsection 3.6(a) (the “Seller’s Allocation”). Any such objection(s) shall be made in writing and shall specify the nature of Buyer’s objection, the specific Business Assets affected by the objection and the change in the Seller’s Allocation which Buyer proposes to make. If Buyer does not object to the Seller’s Allocation within the said thirty (30) day period, then Seller and Buyer shall report, act prepare and timely file an IRS Form 8594 (the “Asset Allocation Statement”) with each of their respective federal income tax returns consistent reflecting the Seller’s Allocation. If Buyer does timely object to the Seller’s Allocation, then Buyer and Seller shall use good faith efforts to resolve any dispute with respect to the Purchase Price allocation. If within 15 days after delivery of Buyer’s objections to Seller, Seller and Buyer are unable, in good faith, to reach such an agreement, Seller and Buyer will each use their respective proposed allocation statements (with Seller to use the Seller’s Allocation and Buyer to use the Seller’s Allocation, as modified by its proposed changes). If, within 15 days after delivery of Buyer’s objections to Seller, Seller and Buyer shall have agreed on an allocation, then Seller and Buyer shall prepare and file an Adjusted Asset Allocation Statement in the form so agreed and will act in accordance with the Adjusted Asset Allocation Statement in the preparation, filing and audit of any Tax Return. (c) If an adjustment is made with respect to the Purchase Price pursuant to Section 10.4 or 13.9, and such adjustment has not been taken into account previously, then the Asset Allocation Statement shall be adjusted in accordance with Section 1060 of the Code. Purchaser and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code. Neither Buyer nor Seller will take a position inconsistent with the allocation of the Purchase Price as determined pursuant to this Section 3.6; provided, however, that, if the Internal Revenue Service takes a position with respect to either Buyer or Seller that is inconsistent with such agreed allocation. As used in this Agreement, “Tax” then either Buyer or “Taxes” shall meanSeller, unless qualifiedas the case may be, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over may take a protective position adopting the assessment, determination, collection, or other imposition of any TaxInternal Revenue Service’s contention until the controversy has been resolved.

Allocation of Purchase Price. Seller shall prepare an allocation of (a) The parties agree that the Purchase Price among and the Liberation Assumed Liabilities (plus other relevant items) will be allocated to the Assets (including the Acquired Subsidiaries and if purchased, the Foreign Subsidiary Assets) in accordance a manner consistent with section Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder thereunder. Purchaser will complete a draft schedule (the "Allocation Schedule") allocating the Purchase Price and as necessary Assumed Liabilities to comply the Assets and provide a copy to Seller at least 60 days prior to the due date for filing any form with any provision of state or local law, including and sales or other transfer taxes. respect to the Allocation Schedule. (b) Seller shall deliver such allocations to Buyer notify Purchaser within 30 10 days after the Closing or as soon thereafter as practicablereceipt thereof if it considers the amount allocated to any assets to be inconsistent with Section 1060 of the Code and the regulations promulgated thereunder. Buyer agrees to fully cooperate with Seller and respond Purchaser shall attempt to all reasonable requests for information resolve any disagreement in connection with good faith. If Seller and Purchaser fail to reach agreement as to an alternative allocation in the preparation of 10 days following such allocations. Seller will reasonably consult with Buyer regarding notice, the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision dispute with respect to all of the Allocation Schedule shall be presented on the next Business Day to a nationally recognized independent accounting firm mutually chosen by Purchaser and Seller’s sales , and other Tax mattersif Purchaser and Seller cannot agree, including the filing of sales Tax returnsmutually chosen by their respective independent accounting firms, will for a decision that shall be rendered within 5 days thereafter. The independent accounting firm's review shall be limited to whether a disputed item has been prepared in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application accordance with Section 1060 of the sales Tax to Code and the sale of the Liberation Assetsregulations promulgated thereunder, thenand shall be final and binding on all parties. The fees, at the reasonable request of Buyercosts and expenses incurred in connection therewith shall be shared in equal amounts by Seller and Purchaser; provided, however, Seller shall take such reasonable steps as may be appropriate bear the full amount of fees, costs and expenses if there are no material changes to seek a refund of excessive Taxes otherwise paid the Allocation Schedule. (c) Purchaser and Seller shall file, and cause their respective Affiliates to file, all Tax Returns and statements, forms and schedules in connection therewith in a manner consistent with the transactions contemplated herebyAllocation Schedule and shall take no position inconsistent therewith, unless, and then only to the extent, required to do so by a Final Determination. To the extent that Buyer Purchaser and Seller agree in a writing signed by an authorized representative shall exchange completed and executed copies of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the CodeInternal Revenue Service Form 8594, then Seller and Buyer shall reportany required schedules thereto, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penaltiessimilar state, additions local and foreign forms, not later than 30 days prior to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxfiling date.

Allocation of Purchase Price. Seller shall prepare an allocation and Purchaser each acknowledges and agrees that the purchase and sale of the Purchased Assets is an “applicable asset acquisition” within the meaning of Section 1060(c) of the Code. The Closing Purchase Price (including for this purpose the Assumed Obligations and all other capitalized costs, as appropriate) shall be allocated among the Liberation Purchased Assets in accordance with section 1060 Section 1060(c) of the Internal Revenue Code Code, and Purchaser shall prepare such allocation and deliver a copy of 1986, as amended such allocation to Seller within ninety (“Code”90) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or Date (the “Allocation Schedule”). Within twenty (20) Business Days after Seller’s receipt of the Allocation Schedule, Seller shall complete its review and, if Seller wishes to dispute any items in the Allocation Schedule, Seller shall (prior to the expiration of such twenty (20) Business Day period) deliver to Purchaser a written notice setting forth in reasonable detail the basis of such objection and the adjustments to the Allocation Schedule that Seller believes should be made. Any items in the Allocation Schedule not disputed by Seller in such notice shall be irrevocably deemed to be accepted by Seller. If Purchaser does not agree to any items timely disputed by Seller in accordance with this Section 1.10, Purchaser shall refer such items to the CPA Firm to be resolved by using the same process and schedule set forth in Sections 1.9.2(a) through 1.9.2(d), mutatis mutandis, and by treating such items as soon thereafter Contested Adjustments for such purpose. The Allocation Schedule shall be modified by Purchaser to take into account any adjustment to the Closing Purchase Price pursuant to Section 1.9 (the Allocation Schedule, as practicableso modified and as determined after resolution of any dispute in accordance with this Section 1.10, being referred to as the “Adjusted Allocation Schedule”) and Purchaser shall provide a copy of the Adjusted Allocation Schedule to Seller. Buyer Seller and Purchaser each agrees to fully cooperate be bound by the Adjusted Allocation Schedule, to complete jointly within one hundred fifty (150) days after the Closing Date and to file separately Form 8594 with Seller and respond to all reasonable requests for information in connection its federal income Tax Return consistent with the preparation of such allocations. Seller will reasonably consult with Buyer regarding Adjusted Allocation Schedule for the preparation of any sales tax year in which the Closing Date occurs, to file, or cause to be filed, all other Tax returns Returns in connection a manner consistent with the sale of the Liberation AssetsAdjusted Allocation Schedule and not to take any positions inconsistent therewith, but the Seller’s decision with respect unless otherwise required by Law. Not later than thirty (30) days prior to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant their respective IRS Forms 8594 relating to the application Catawba Mill Business, each of the sales Tax Purchaser and Seller shall deliver to the sale other party a copy of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxits IRS Form 8594.

Allocation of Purchase Price. Seller (a) Within thirty (30) calendar days after the date of this Agreement, Buyer shall prepare an deliver a reasonable draft of the allocation of the Purchase Price and Assumed Liabilities among the Liberation Transferred Assets and Transferred Equity Interests (and among the assets held by any Transferred Company disregarded as separate from its owner for U.S. federal income Tax purposes) in accordance a manner that incorporates, reflects and is consistent with section 1060 Exhibit M attached hereto (the “Allocation Method”) on a country-by-country basis (the “Initial Allocation”) to Seller (the “Proposed Initial Allocation”). Except as provided in this subparagraph (a) and subparagraph (c) of this Section 2.05, at the close of business on the thirtieth (30th) calendar day after delivery of the Internal Revenue Code of 1986Proposed Initial Allocation, as amended the Proposed Initial Allocation shall become binding upon Buyer and Seller, shall be set forth on Schedule 2.05(a) to the Disclosure Letter (the “CodeInitial Allocation Schedule”) ), and shall be the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxesInitial Allocation. Seller shall deliver raise any objection (so long as such allocations objection is reasonable) to the Proposed Initial Allocation in writing within thirty (30) calendar days of the delivery of the Proposed Initial Allocation. Buyer and Seller shall negotiate in good faith to resolve any differences within 30 thirty (30) calendar days after delivery of Seller’s objection. If Buyer and Seller reach written agreement amending the Proposed Initial Allocation within such thirty (30) calendar day period, the Proposed Initial Allocation, as so amended, shall become binding upon Buyer and Seller, shall be set forth in the Initial Allocation Schedule, and shall be the Initial Allocation. (b) Within sixty (60) calendar days after the Closing or Date, Buyer shall deliver a reasonable draft of the allocation of the Purchase Price and Assumed Liabilities among each of the Transferred Assets and Transferred Equity Interests (and among the assets held by any Transferred Company disregarded as soon thereafter separate from its owner for U.S. federal income Tax purposes) in a manner that incorporates, reflects and is consistent with the Allocation Method, the Initial Allocation, and Sections 1060 and 338 of the Code (the “Allocation”) to Seller (the “Proposed Allocation”). Except as practicableprovided in this subparagraph (b) and subparagraph (c) of this Section 2.05, at the close of business on the thirtieth (30th) calendar day after delivery of the Proposed Allocation, the Proposed Allocation shall become binding upon Buyer and Seller, shall be set forth on Schedule 2.05(b) to the Disclosure Letter (the “Allocation Schedule”), and shall be the Allocation. (c) Seller shall raise any objection (so long as such objection is reasonable) to the Proposed Allocation in writing within thirty (30) calendar days of the delivery of the Proposed Allocation. Buyer agrees and Seller shall negotiate in good faith to fully cooperate with resolve any differences within thirty (30) calendar days after delivery of Seller’s objection. If Buyer and Seller reach written agreement amending the Proposed Allocation within such thirty (30) calendar day period, the Proposed Allocation, as so amended, shall become binding upon Buyer and respond Seller, shall be set forth in the Allocation Schedule, and shall be the Allocation. (d) Buyer and Seller acknowledge and agree that the dispute resolution provisions set forth in Section 11.12 shall not apply to any dispute described in this Section 2.05. If Buyer and Seller cannot agree on the Initial Allocation or the Allocation within thirty (30) calendar days after delivery of Seller’s objection, then all reasonable requests remaining disputed items shall be submitted for information resolution by an independent appraisal firm mutually selected by Buyer and Seller. Buyer and Seller shall each request that the independent appraisal firm make a final determination as to the disputed items, in connection a manner that is consistent with the preparation Allocation Method, within thirty (30) calendar days after such submission. The Proposed Initial Allocation or the Proposed Allocation, as applicable, shall be amended in accordance with the findings of such allocationsindependent appraisal firm, and the Proposed Initial Allocation or the Proposed Allocation, as applicable and as so amended, shall become binding upon Buyer and Seller, shall be set forth in the Initial Allocation Schedule or the Allocation Schedule, and shall be the Initial Allocation or the Allocation, as applicable. Seller will reasonably consult with The fees, costs and expenses of the independent appraisal firm shall be borne equally by Buyer regarding and Seller. (e) The Allocation shall be amended to reflect any adjustments (including those described in Section 2.04) to the preparation of any sales Tax returns Purchase Price under this Agreement in connection a manner consistent with the sale of Allocation Method. If, after all adjustments to the Liberation AssetsAllocation are made, but the Seller’s decision Allocation with respect to all the Closing Inventory of any Selling Affiliate, when expressed in the relevant local currency at the Exchange Rate used to determine the Closing Inventory, is different from the local currency net book value recorded on the statutory books for the Closing Inventory of such Selling Affiliate as of the Closing Date, then the Allocation with respect to the Closing Inventory of such Selling Affiliate shall be adjusted so that it is equal to such local currency net book value, and the parties will agree to a corresponding upward or downward adjustment (as appropriate) elsewhere in the Allocation, in a manner consistent with the Allocation Method. (f) Each of Seller’s sales , Buyer and other their respective Affiliates shall prepare and file its Tax mattersReturns (including Internal Revenue Service Form 8594) on a basis consistent with the Allocation and, including except as otherwise required by Law (as mutually agreed to by Buyer and Seller (and each party shall reasonably endeavor to reach such mutual agreement)), shall take no position inconsistent with the filing of sales Allocation on any Tax returnsReturn or in any proceeding before any Taxing Authority or otherwise. If Seller and Buyer are unable to mutually agree that an item or action is required by applicable Law, will such disagreement shall be referred to the Accounting Firm promptly for review and resolution (in accordance with the Seller’s sole discretionprocedure set forth in Section 2.04). In the event that material new information arises after the Allocation is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and both Seller and Buyer agree to use their commercially reasonable efforts to defend such Allocation in any audit or similar proceeding. (g) In the event that the Allocation has not become final pursuant to this Section 2.05 by the Closing: (i) The allocated purchase prices included in the Proposed Allocation shall be used for the purpose of (A) including allocated purchase prices in the Country Transfer Agreements for each applicable Country Unit and (B) determining the amount of any payments made on the Closing that is relevant Date to the application applicable Selling Affiliate with respect to such Country Unit. The inclusion of such allocated purchase prices shall not be deemed to waive, amend or otherwise alter any of the sales Tax rights or obligations of the parties set forth in this Section 2.05 and shall not be used for any purpose in resolving, or result in any prejudice with respect to, any dispute with respect to the sale of Proposed Allocation or the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. Allocation. (ii) To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller the amounts paid to any Selling Affiliate on an allocation the Closing Date are not equal to the portion of the Purchase Price for purposes of section 1060 of allocated to such Selling Affiliate in the CodeAllocation (with respect to any Selling Affiliate, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, the “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholdingAllocated Purchase Price”), together with the parties shall and shall cause their respective Affiliates to take all necessary actions to refund, repay and redistribute as promptly as reasonably practicable any interest amounts paid to any Selling Affiliate in excess of such Selling Affiliate’s Allocated Purchase Price, such that, after giving effect to any such refunds, repayments and any penaltiesredistributions, additions the amounts received by each Selling Affiliate shall be equal to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxsuch Selling Affiliate’s Allocated Purchase Price.

Allocation of Purchase Price. Buyer, HOST and its Subsidiaries and Seller agree to allocate the Final Purchase Price and the liabilities of HOST and its Subsidiaries (and all other relevant items) to the assets of HOST and its Subsidiaries in accordance with Sections 338 and 1060 of the Code and the Treasury Regulations thereunder and in a manner consistent with §9(h) of the Disclosure Schedule. No later than sixty (60) days after the Closing Date, Buyer shall prepare deliver to Seller an allocation of the Final Purchase Price among and the Liberation Assets in accordance with section 1060 liabilities of HOST and each of its Subsidiaries (and all other relevant items) to the assets of HOST and each of its Subsidiaries as of the Internal Revenue Code Closing Date determined in a manner consistent with §9(h) of 1986the Disclosure Schedule (the “Purchase Price Allocation”). The Purchase Price Allocation shall be binding on all Parties for all purposes. None of the Parties will take any position on any Tax Return, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with before any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection governmental entity charged with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation collection of any sales Tax returns or in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing any judicial proceeding that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection any way inconsistent with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller Allocation and Buyer shall report, act will cooperate with each other in timely preparing and will timely file income tax returns IRS Form 8883 consistent with such agreed allocationallocation with the IRS. As used in If any adjustment is subsequently made to the Final Purchase Price pursuant to the terms of this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles Agreement or other taxesrelevant items, fees, stamp taxes, duties, charges, levies or assessments the Parties will cooperate with each other in timely preparing an amended Form 8883 reflecting such adjustment and will timely file such amended Form 8883 with the IRS. The Parties agree to file all Tax Returns and information reports in a manner consistent with the allocation schedule set forth in §9(h) of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxDisclosure Schedule.

Allocation of Purchase Price. (a) Seller and Buyer agree that the Base Purchase Price shall prepare be allocated among the Project Companies for Tax purposes in accordance with the allocation set forth on Schedule 2.7 (the “Base Purchase Price Allocation Schedule”). (b) Within 30 Business Days after the determination of the Adjusted Net Working Capital and Major Maintenance Amount, in each case as of the Closing, and the determination of the Xxxx Landing Toll Purchase Price Adjustment, Buyer shall provide to Seller Buyer’s proposal for an allocation (consistent with the Base Purchase Price Allocation Schedule) of the Purchase Price among the Liberation Assets Purchased Assets, grouped by the seven asset classes referred to in accordance with Treasury Regulation section 1060 of the Internal Revenue Code of 1986, as amended (“Code”1.1060-1(c) and described in Treasury Regulation section 1.338-6(b) (the regulations promulgated thereunder and as necessary to comply with any provision “Purchase Price Allocation Schedule”). Within 30 Business Days after its receipt of state or local lawBuyer’s proposed Purchase Price Allocation Schedule, including and sales or other transfer taxes. Seller shall deliver such allocations propose to Buyer within 30 days after the Closing any changes thereto or as soon thereafter as practicable. Buyer agrees otherwise shall be deemed to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionhave agreed thereto. In the event that material new information arises after Seller proposes changes to Buyer’s proposed Purchase Price Allocation Schedule within the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer30 Business Day period described above, Seller and Buyer shall take such reasonable steps cooperate in good faith to mutually agree upon a Purchase Price Allocation Schedule as may be appropriate soon as practicable. (c) Seller and Buyer each shall prepare an IRS Form 8594, “Asset Acquisition Statement Under Section 1060”, consistent with the Base Purchase Price Allocation Schedule and any Purchase Price Allocation Schedule mutually agreed upon pursuant to seek a refund of excessive Taxes otherwise paid in connection with Section 2.7(b), which the Parties shall use to report the transactions contemplated herebyby this Agreement to the applicable Taxing Authorities. To Each of Seller and Buyer agrees to provide the extent that Buyer other promptly with any other information required to complete Form 8594. The Base Purchase Price Allocation Schedule and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of any Purchase Price Allocation Schedule shall be revised to take into account subsequent adjustments to the Purchase Price Price, including any indemnification payments (which shall be treated for Tax purposes as adjustments to the Purchase Price), in accordance with the provisions of section 1060 of the Code, then Seller Code and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxTreasury Regulations thereunder.

Allocation of Purchase Price. (a) As soon as practicable after the Agreement Date, but no later than ninety (90) days thereafter, the Seller shall prepare an submit a preliminary allocation of the Purchase Price (taking into account any Assumed Liabilities to the extent treated as “amount realized” under applicable Law) among the Liberation Acquired Assets consistent with the arm’s length principle (the “Purchase Price Allocation”) to the Purchaser in accordance writing (such statement, the “Preliminary Allocation Statement”). The Purchaser shall thereupon have thirty (30) days to review the preliminary Purchase Price Allocation set forth on the Preliminary Allocation Statement and to notify the Seller in writing of any aspects thereof with section 1060 which it disagrees. If the Purchaser does not respond within thirty (30) days of receipt of the Internal Revenue Code Preliminary Allocation Statement from the Seller, the Purchase Price Allocation provided by the Seller shall be treated as conclusive and binding on the parties hereto for all purposes hereunder. In the event of 1986any such disagreement, as amended (“Code”) the parties shall negotiate in good faith to resolve such disagreement. If the Purchaser and the regulations promulgated thereunder and as necessary Seller are unable to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 agree on the Purchase Price Allocation by the date that is one hundred fifty (150) days after the Closing or Agreement Date, the Purchaser and the Seller shall jointly engage a third-party accountant, reasonably acceptable to both the Purchaser and the Seller, to prepare, in its reasonable determination, the Purchase Price Allocation that shall be conclusive and binding on the parties hereto for all purposes hereunder. The Purchaser and the Seller agree to provide to the third-party accountant such information as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information the third-party accountant may reasonably request in connection with the preparation of such allocationsschedule and shall request that the third-party accountant prepare and deliver to the Purchaser and the Seller such Purchase Price Allocation as promptly as practicable, but no later than 180 days after the Agreement Date. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale Any fees of the Liberation Assets, but third-party accountant shall be split equally by the Purchaser and the Seller’s decision with respect . (b) The Purchase Price Allocation shall be used to all of Seller’s sales make (i) the necessary determinations for VAT purposes pursuant to Section 2.3(a), and (ii) purchase price allocations necessary for statutory accounting (i.e., Korean IFRS or any other local generally accepted accounting principles) and Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionpurposes. In the event that material new information arises after the Closing that is relevant The parties agree to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with report the transactions contemplated hereby. To the extent that Buyer and Seller agree hereby for any Tax purposes in a writing signed by an authorized representative of both Buyer and Seller on an allocation of accordance with the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxAllocation.

Allocation of Purchase Price. Seller shall prepare (a) Schedule 2.7 sets forth the parties’ allocation of the Estimated Purchase Price (and any Transferred Liabilities that are treated as consideration for the Contributed Assets for federal income Tax purposes), based on the parties’ estimate of the components thereof as of the date hereof, among the Contributed Assets, the assets of Sea-Logix and the HSI Shares for all Tax purposes in a manner consistent with Section 1060 of the Code and the Treasury regulations promulgated thereunder, as well as an allocation of the Purchase Price portion of such amount allocable to the HSI Shares (and any liabilities of HSI treated as purchase price for federal income Tax purposes) among the Liberation Assets assets of HSI in accordance a manner consistent with section 1060 Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (“Code”) and the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”). Within thirty (30) days after the completion of the Purchase Price adjustment under Section 1.4(g) above, Pasha shall prepare and deliver to Horizon a schedule (the “Allocation Schedule”) allocating the Purchase Price (and any Transferred Liabilities that are treated as necessary consideration for the Contributed Assets for federal income Tax purposes) among the Contributed Assets, the assets of Sea-Logix and the HSI Shares as well as an allocation of such amount allocable to comply the HSI Shares (and any liabilities of HSI treated as purchase price for federal income Tax purposes) among the assets of HSI, in each case, in a manner consistent with Schedule 2.7. Horizon shall have the right to review the Allocation Schedule, and, within thirty (30) days after its receipt thereof, Horizon shall notify Pasha in writing of any provision proposed changes thereto; provided, that, if Horizon does not provide any written changes within such 30-day period, Horizon shall be deemed to have agreed to the Allocation Schedule as prepared by Pasha. If the parties do not resolve all disputed items relating to the Allocation Schedule within thirty (30) days after Horizon’s written notification to Pasha of proposed changes, the parties shall submit all remaining disputed items to the Independent Accounting Firm for resolution. The Independent Accounting Firm’s review shall be limited to the remaining disputed items, and its determination shall be conclusive and binding on the parties hereto and shall not be subject to appeal or further review. The costs of the Independent Accounting Firm shall be borne by Horizon and Pasha in the same manner in which costs are borne by the parties under Section 1.4(e) above. If the Purchase Price changes by reason of Section 1.4 or Section 6.16, Pasha shall promptly after the completion of such adjustment revise the Allocation Schedule, and the foregoing time periods and dispute resolution mechanisms shall apply to such revised Allocation Schedule as if it were the original Allocation Schedule (the Allocation Schedule, as finally determined pursuant to this Section 2.7, the “Final Allocation Schedule”). (b) Each party agrees to timely file Internal Revenue Service Forms 8594 and 8883 reflecting the Purchase Price Allocation as set forth in the Final Allocation Schedule for the taxable year that includes the Closing Date (and, if applicable, the year in which the final amount of the Purchase Price has been determined) and to make any timely filing required by other applicable Tax Laws. The Final Allocation Schedule shall be binding on Horizon and Pasha for all Tax reporting purposes. Unless otherwise required by a “determination” within the meaning of Section 1313 of the Code (or similar provisions of state or local lawLaw), including and sales or other transfer taxes. Seller neither Horizon nor Pasha shall deliver such allocations to Buyer within 30 days after take any position inconsistent with the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information Final Allocation Schedule in connection with any Tax proceeding, except that Pasha’s cost for the preparation Contributed Assets, the assets of Sea-Logix and the HSI Shares may differ from the amount so allocated to the extent necessary to reflect Pasha’s capitalized acquisition costs not included in the amount realized by Horizon. If any Governmental Authority disputes the Final Allocation Schedule, the party receiving notice of the dispute shall promptly notify the other party hereto of such allocations. Seller will reasonably consult with Buyer regarding dispute, and the preparation parties hereto shall cooperate in good faith for purposes of any sales Tax returns responding to such dispute. (c) Any indemnification payment or other adjustment to Purchase Price (in connection with the sale of the Liberation Assets, but the Seller’s decision with respect addition to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be those potential adjustments identified in the Seller’s sole discretion. In the event that material new information arises after the Closing Section 2.7(a) above) that is relevant treated as an adjustment to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for Tax purposes shall be reflected as an adjustment to the price allocated to a specific asset, if any, giving rise to such adjustment, or, if such adjustment does not relate to a specific asset, such adjustment shall be allocated among the Contributed Assets, the assets of section 1060 Sea-Logix and the assets of HSI in accordance with the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used allocation method provided in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxFinal Allocation Schedule.

Allocation of Purchase Price. Seller shall prepare an allocation of the The Purchase Price shall be allocated among the Liberation Purchased Assets in a written allocation schedule (the “Allocation Schedule”) as soon as possible after the Closing by the Buyer’s in accordance with section 1060 applicable law and regulations (including, without limitation, those laws, regulations and accounting standards applicable to public companies) and presented in writing to Seller. If Seller notifies Buyer in writing within ten (10) Business Days of receipt of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary Allocation Schedule that Seller objects in good faith to comply with any provision of state one or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be more items reflected in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation AssetsAllocation Schedule, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall reportnegotiate in good faith to resolve such dispute; provided, act however, that if Seller does not notify Buyer in writing of a bona fide objection to the Allocation Schedule within that period, the Allocation Schedule shall be deemed accepted by Seller for all purposes; and provided further, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within seven (7) Business Days following Buyer’s receipt of Seller’s bona fide objection, such dispute shall be resolved by the Independent Accountant whose decisions shall be final and binding. The fees and expenses of the Independent Accountant to resolve such dispute shall be borne by Seller, except that if the Allocation Schedule proposed by Buyer’s Accountants is modified by the Independent Accountant as a result of the Seller’s objection, then the Independent Accountant may also suggest a fairer allocation of its fees and expense to reach such resolution between Buyer and Seller, and Buyer and Seller shall each pay their share thereof as so allocated by the Independent Accountant. Buyer and Seller shall file income tax all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such agreed allocationthe Allocation Schedule (as it may be adjusted pursuant hereto). As used Any adjustments to the Purchase Price pursuant to Section 1.5(e) herein shall be allocated in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever a manner consistent with the Allocation Schedule (whether payable directly or by withholdingas it may be adjusted pursuant hereto), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Tax.

Allocation of Purchase Price. Seller As soon as practicable after the date hereof, Buyer shall prepare an deliver to Sellers for Sellers’ review and approval (which approval may not unreasonably be withheld) allocation of schedule(s) (the “Allocation Schedule(s)”) allocating the Purchase Price among the Liberation Assets in accordance with section the percentages set forth on the Allocation Schedule(s), including the Assumed Liabilities that are liabilities for federal income Tax purposes, among the Purchased Assets. The Allocation Schedule(s) shall be prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder thereunder. Sellers agree that, following their approval of the Allocation Schedule(s), such approval not to be unreasonably delayed, Sellers shall sign the Allocation Schedule(s) and return an executed copy thereof to Buyer, it being understood and agreed that on or before the tenth (10th) Business Day following their receipt of the Allocation Schedule(s) from Buyer as necessary herein provided, Sellers shall either deliver an executed copy thereof to comply with Buyer or, in the event that Sellers shall have objections to all or any provision portion of state or local lawthe Allocation Schedule(s), including and sales or other transfer taxes. Seller Sellers shall deliver such allocations to Buyer within 30 days after a written objection to such Allocation Schedule(s), which written objection shall set forth in reasonable detail the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests basis for information in connection with the preparation objections of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionSellers thereto. In the event that material new information arises after the Closing that is relevant Sellers shall deliver a written objection to the application Allocation Schedule(s), Sellers and Buyer shall thereafter work in good faith for a period of fifteen (15) Business Days to resolve any and all objections set forth therein, and upon the sales Tax resolution of all such objections, Sellers and Buyer shall execute and deliver to the sale other Party or Parties a signed copy of such agreed upon Allocation Schedule(s). In the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent event that Buyer and Seller agree in a writing signed by an authorized representative of both Sellers are unable to resolve such dispute within such fifteen (15) Business Day period, Buyer and Seller on Sellers shall jointly retain a nationally recognized firm of independent certified public accountants mutually acceptable to Buyer and the Sellers (an allocation “Independent Accounting Firm”) to resolve the disputed items and the determinations of such Independent Accounting Firm shall be conclusive and binding upon the Parties for the purposes of this Section 3.3. Upon resolution of the Purchase Price for purposes of section 1060 disputed items, the allocation reflected on the Allocation Schedule(s) shall be adjusted to reflect such resolution. The costs, fees and expenses of the CodeIndependent Accounting Firm shall be borne equally by Buyer and Seller. Buyer and Sellers will each file IRS Form 8594, then Seller and Buyer shall reportall Tax Returns, act in accordance with the Allocation Schedule(s) that are agreed upon by the Parties pursuant to the terms of this Section 3.3. Buyer, on the one hand, and file income tax returns consistent with such agreed allocation. As used in this AgreementSellers, “Tax” or “Taxes” shall meanon the other hand, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or each agrees to provide the other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together promptly with any interest and any penalties, additions other information required to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxcomplete Form 8594.

Allocation of Purchase Price. The Base Purchase Price and the Earn-Out shall be referred to collectively as the “Purchase Price”. Prior to Closing, the Seller shall prepare an provide to Buyer a proposed allocation of the Purchase Price among plus liabilities deemed assumed (the Liberation Assets “Tax Purchase Price”) for the sale of the Assets. The Tax Purchase Price shall be allocated using principles that are consistent with the Internal Revenue Code of 1986, as amended. Prior to Closing, the Buyer and Seller shall mutually agree on a final allocation (the “Final Allocation”) of the Tax Purchase Price, which Final Allocation will be attached hereto as Schedule 6(c). After the Closing and in accordance respect of periods prior to January 24, 2008, the parties shall make consistent use of the allocation, fair market value and useful lives specified on Schedule 6(c) for all tax purposes and in all filings, declarations and reports with section the Internal Revenue Service (“IRS”) and similar reports for state, local, or foreign purposes in respect thereof, including the reports required to be filed under Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxesamended. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in In connection with the preparation amendments to this Agreement made as of such allocations. Seller will reasonably consult with Buyer regarding January 24, 2008 and the preparation of any sales Tax returns in connection with the sale of the Liberation AssetsSettlement Agreement, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller have mutually agreed on an amended final allocation of (the Purchase Price for purposes of section 1060 of the Code“Amended Final Allocation”), then Seller and which is attached hereto as Schedule 6(c)(1). No later than March 15, 2008, Buyer shall reportprepare and deliver IRS Forms 8594 to Seller to be filed with the IRS in accordance with Schedule (6)(c) and Schedule 6(c)(1), act and file income tax returns consistent with such agreed allocationrespectively. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments In any proceeding related to the determination of any kind whatsoever (whether payable directly tax, neither Buyer nor Seller shall contend or by withholding)represent that such Final Allocation or Amended Final Allocation, together with any interest and any penaltiesas the case may be, additions to is not a correct allocation for the applicable tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxperiod.

Allocation of Purchase Price. Seller The amount of the Purchase Price and the Assumed Obligations shall prepare be allocated among the SLSJ Assets in accordance with the applicable requirements of Section 1060 of the Code and the regulations promulgated thereunder. Purchaser and Sellers agree, for both tax and financial accounting purposes, to use commercially reasonable efforts to agree, at least thirty (30) days prior to the anticipated Closing Date, upon an allocation of the amount of the Purchase Price and the Assumed Obligations among the Liberation SLSJ Assets (the "Allocation") and report the purchase and sale of the SLSJ Assets in accordance a manner consistent with section the Allocation, subject to the adjustment, if any, required under Section 14 and taking into account their respective tax and financial accounting methods and practices. In the event Purchaser and Sellers are unable to agree upon the Allocation at least thirty (30) days prior to the anticipated Closing Date, then Purchaser and Sellers shall cause an appraisal of the SLSJ Assets (the "Appraisal") to be performed by a qualified appraisal firm to be mutually agreed upon by them, and the Appraisal shall be conclusive and binding upon the parties for purposes of the Allocation. The cost of the Appraisal shall be shared equally by Purchaser, on one hand, and Sellers, on the other hand. In the event Sellers and Purchaser cannot mutually agree upon the selection of a qualified appraisal firm at least twenty (20) days prior to the anticipated Closing Date after negotiation in good faith, each party may determine and proceed to use its own allocation of the amount of the Purchase Price and the Assumed Obligations among the SLSJ Assets for both tax and accounting purposes. Purchaser and Sellers will comply with the applicable information reporting requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with thereunder. If any provision of state taxing authority makes or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision proposes an allocation with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be SLSJ Assets that differs materially from that contained in the Seller’s sole discretionAllocation, Purchaser and Sellers shall each have the right, at such party's election and expense, to contest such taxing authority's determination. In the event that material new information arises after of such a contest, the Closing that is relevant other party agrees to cooperate reasonably with the application of contesting party, but shall have the sales Tax right to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take file such reasonable steps protective claims or returns as may be appropriate reasonably required to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxprotect its interest.

Allocation of Purchase Price. The Parties agree that, for federal and applicable state income Tax purposes, the sale and contribution of the Units pursuant to this Agreement shall be treated as a deemed purchase by Buyer of all of the assets and assumption of Liabilities of the Company from the Seller (the “Agreed Tax Treatment”). Within one hundred twenty (120) days following the Determination Date, Buyer shall provide a schedule to the Seller (the “Allocation Statement”) allocating the Purchase Price and any adjustments thereto and all other items treated as consideration for federal income Tax purposes, including the Liabilities of the Company deemed assumed by Buyer, among the assets of the Company in accordance with Section 1060 of the Code and applicable Treasury Regulations. Within twenty (20) days of the Seller’s receipt of the Allocation Statement, the Seller shall prepare provide in writing (such writing, the “Allocation Objection”) to Buyer any proposed changes thereto, together with a written explanation setting forth in reasonable detail the basis of any proposed changes. If the Seller does not provide Buyer with an Allocation Objection or an Allocation Objection that contains the Seller’s proposed allocation of the Purchase Price among within such 20-day period, the Liberation Assets Allocation Statement shall become final and binding on the Parties. If the Seller delivers an Allocation Objection to Buyer in accordance with section the foregoing within such 20-day period, Buyer and the Seller shall negotiate in good faith to resolve any dispute within twenty (20) days after Buyer’s receipt of the Allocation Objection. If Buyer and the Seller are unable to resolve the dispute within such 20-day period, the Independent Accountant shall thereafter resolve the issues in dispute. The Independent Accountant shall resolve such issues in accordance with Section 1060 of the Internal Revenue Code and the applicable Treasury Regulations and the Allocation Statement shall be modified accordingly. The fees and expenses payable to the Independent Accountant shall be split equally between Buyer and the Seller. The Allocation Statement (as finally determined pursuant to this Section 1.09) shall be binding upon the Parties for federal and applicable state, foreign and local Tax purposes. The Parties agree that they shall file and shall cause their Affiliates to file their Tax Returns (including IRS Form 8594) in a manner consistent with the Allocation Statement and no Party shall voluntarily take a position inconsistent with the Allocation Statement and no Party shall agree to any proposed adjustment to the Allocation Statement by any Taxing Authority without first giving Buyer (in the case of 1986an agreement by the Seller) or the Seller (in the case of an agreement by Buyer) prior written notice; provided, however, that nothing contained herein shall prevent Buyer or the Seller from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Allocation Statement, and neither Buyer nor the Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation Statement. If there is an increase or decrease in the consideration within the meaning of Treasury Regulations Section 1.1060-1(e)(1)(ii)(B) (including as amended a result of the payment of Additional Purchase Price) after the Parties have filed the IRS Form 8594, the Parties shall revise the Allocation Statement in a manner consistent with the Allocation Statement and such revised statement shall become the Allocation Statement for purposes of this Agreement. Except as otherwise set forth in this Section 1.09, the Parties agree not to take any position, in connection with any Tax Return, audit or similar proceeding related to Taxes, that is inconsistent with the Allocation Statement (“Code”as finally prepared pursuant to this Section 1.09) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Agreed Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxTreatment.

Allocation of Purchase Price. Seller (a) As soon as practicable following the Closing Date, but in no event later than the 120th day following the Closing Date, Purchaser shall prepare an and deliver to Seller, at Purchaser's expense, a schedule setting forth the allocation of the Final Purchase Price (and all Assumed Liabilities) among the Liberation Purchased Assets in accordance with section 1060 as of the Internal Revenue Code Closing Date (the "Purchase Price Allocation"). (b) In the event Seller does not raise any objection to Purchaser's schedule within thirty (30) days of 1986Seller's receipt thereof, as amended the schedule shall be binding and shall become the final Purchase Price Allocation (“Code”the "Final Purchase Price Allocation"). In the event Seller has any objections to Purchaser's schedule, and Seller raises such concerns in writing to Purchaser within thirty (30) days of Seller's receipt, Purchaser and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations cooperate in good faith to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller resolve their differences and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionmutually agree upon a Final Purchase Price Allocation. In the event that material new information arises after Purchaser and Seller are unable to agree upon the Closing that is relevant to Final Purchase Price Allocation within forty-five (45) days following the application receipt of the sales Tax to schedule by Seller, the sale Independent Auditors shall determine the Final Purchase Price Allocation. Within fifteen (15) days of engaging the Liberation AssetsIndependent Auditors for such purpose, then, at the reasonable request of Buyer, Purchaser and Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection each provide the Independent Auditors with the transactions contemplated hereby. To the extent that Buyer their respective determinations (and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation any relevant supporting material) of the Purchase Price for purposes Allocation and the Independent Auditors shall select either Purchaser's or Seller's determination as the Final Purchase Price Allocation. Such decision shall be based on which schedule better satisfies the requirements of Treasury Regulation section 1060 1.1060-1 (c) The decision of the Code, then Seller Independent Auditors of the Final Purchase Price Allocation shall be final and Buyer shall report, act binding on Purchaser and file income tax returns consistent with such agreed allocationSeller. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, The fees, stamp taxes, duties, charges, levies or assessments costs and expenses of any kind whatsoever (whether payable directly or the Independent Auditors for their services rendered pursuant to this Section 2.6 shall be paid by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxnon-prevailing party.

Allocation of Purchase Price. Seller Sellers and Purchaser shall prepare an allocate the Purchase Price among the Shares of each of the Transferred Companies and the Purchased Assets in the manner required by Section 1060 of the Code. In making such allocation, the fair market values will be agreed to in good faith by Purchaser and Sellers within 60 days after the Closing Date. If the parties are unable to resolve any material differences with regard to the allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 Shares of the Transferred Companies and the Purchased Assets, then any disputed matters will be finally and conclusively determined by an independent certified accounting firm or independent certified appraisal firm (the "Allocation Arbiter"), which Allocation Arbiter shall be mutually agreed by Purchaser and Sellers, provided, however, that such agreement shall not be unreasonably withheld or delayed. Promptly, but not later than 15 days after its acceptance of appointment hereunder, the Allocation Arbiter will determine (based solely upon representations of Purchaser and Sellers and not by independent review) only those matters in dispute, and will render and written report as to the disputed matters and the resulting allocation of the Purchase Price, which report shall be conclusive and binding upon the parties. Such Allocation Arbiter's fees and expenses shall be born equally by the parties. Purchaser will prepare and provide Sellers with copies of Internal Revenue Code of 1986, as Service Form 8594 (including any amended (“Code”Form 8594) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local lawrequired exhibits thereto, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection consistent with the preparation allocations determined pursuant to this Section 1.7. Such forms shall be subject to Sellers' review and consent, which shall not be unreasonably withheld. Sellers and Purchaser shall be bound by such allocation, and shall file, or cause to be filed, all applicable federal, state, local and foreign Tax Returns (as defined below) in a manner consistent with such allocation. If the allocation determine pursuant to this Section 1.7 is disputed by any Taxing Authority (as defined below), the party receiving notice of such allocations. Seller will reasonably dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties shall consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision each other with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant issues related to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid allocation in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxdispute.

Allocation of Purchase Price. Seller The Parties agree that the Purchase Price (and other capitalized costs) will be allocated among the Asset Sellers, the Share Sellers and the Note Sellers for all purposes (including Tax and financial accounting purposes) as shown on (or pursuant to the methodology provided by) the Allocation Schedule attached hereto. Within 90 days following the Closing Date (or such later time as may be reasonable after the Purchase Price is determined), Buyer shall prepare an allocation and deliver to Seller a schedule that further allocates (i) the portion of the Purchase Price (and other capitalized costs) shown on the Allocation Schedule for each Asset Seller, together with the Assumed Liabilities applicable to such Asset Seller, among the Liberation Acquired Assets in accordance with section 1060 sold by such Asset Seller to Buyer, and (ii) the portion of the Internal Revenue Code Purchase Price (and other capitalized costs) shown on the Allocation Schedule for each seller of 1986Target Shares among the Target Companies sold by such seller; provided that, as amended (“Code”if the Parties make a Section 338(h)(10) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision election with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation AssetsU.S. Target Companies, then, at such schedule shall allocate the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation portion of the Purchase Price for purposes (and other capitalized costs) attributable to each U.S. Target Company, together with the liabilities of section 1060 such Target Company, among the assets of the Codesuch U.S. Target Company. If Buyer does not receive written notice of Seller's objection to such allocation within 30 days of its delivery to Seller, then Seller such allocation shall be the final allocation and each of Seller, Buyer and their respective Affiliates shall report, act act, and file income tax returns Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation prepared by Buyer. If the Purchase Price is subsequently adjusted, the adjusted Purchase Price shall be reasonably allocated among the assets in a manner agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together Buyer and Seller consistent with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxmethodology previously used.

Allocation of Purchase Price. Seller Within 30 days after the Adjusted Net Working Capital has become final and binding pursuant to Section 1.7, Buyer shall prepare an and deliver to Sellers a proposed final allocation of the Purchase Price (which for purposes of this Section 1.11 shall include any Liabilities required to be treated as part of the Purchase Price for U.S. federal income tax purposes) among the Liberation Assets in accordance with section Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) ), Section 1.5 and the regulations promulgated thereunder principles set forth in Schedule 1.11. For a period of 30 days following Sellers’ receipt of Buyer’s proposed allocation, Sellers and Buyer shall work together to seek an agreement on the proposed allocation. If Sellers and Buyer are unable to reach an agreement regarding such allocation during such 30-day period (or by such other deadline as necessary Sellers and Buyer agree in writing), Buyer and Sellers shall submit their disagreement to comply with the Independent Accounting Firm to be resolved. The final allocation, whether as prepared by Buyer and not timely objected to by Sellers, as agreed by the Parties or as determined by the Independent Accounting Firm (the “Final Allocation”), shall be final and binding on all Parties. Except as required pursuant to a “determination” within the meaning of Section 1313 of the Code (or any similar provision of state state, local or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing foreign Law) or as soon thereafter as practicable. Buyer agrees to fully cooperate otherwise provided herein, Sellers, Buyer, the Selling Persons and all of their respective Affiliates shall file all Tax Returns in a manner consistent with Seller the Final Allocation and respond to all reasonable requests shall take no position inconsistent therewith (including in any amended Tax Returns, claims for information refund or audits or examination by any Governmental Body or any other Proceedings) on any Tax Return or in connection with any Proceeding regarding Taxes; provided, however, that nothing herein shall prevent a Party from settling any proposed deficiency or adjustment by any Governmental Body based on the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales Final Allocation and other Tax matters, including the filing of sales Tax returns, no Party will be in the Seller’s sole discretionrequired to litigate any proposed adjustment by any Governmental Body challenging such Final Allocation. In the event that material new information arises after the Closing that Final Allocation is relevant to disputed by any Governmental Body, the application Party receiving the notice of the sales Tax to contest shall provide the sale other Parties with prompt written notice thereof (which in any event shall be provided within 30 days of receiving notice of contest from the Governmental Body). Any fees and expenses of the Liberation Assets, then, at the reasonable request of Independent Accounting Firm to resolve a dispute in accordance with this Section 1.11 shall be borne 50% by Sellers and 50% by Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that reasonably requested by any Party, subject to the foregoing, Buyer and Seller agree Sellers shall reasonably cooperate in a writing signed by an authorized representative the filing of both Buyer and Seller on an allocation any forms with respect to such allocation, including any required amendments to such forms. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation. Any adjustments to the Purchase Price for purposes of section 1060 of and the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever Contingent Consideration Payments (whether payable directly or by withholdingexcluding imputed interest), together with any interest and any penaltiesif any, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over shall be allocated among the assessment, determination, collection, or other imposition of any TaxAssets as set forth in the Final Allocation.

Allocation of Purchase Price. Seller shall prepare an allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree that the purchase price is to be allocated to each of the Selling Subsidiaries in a writing signed manner generally consistent with the amounts shown on Schedule 2.9 (except that the amount allocated to the Transferred Assets of Crown Packaging Technologies, Inc. shall not be less than $150,000,000). Such allocation shall reflect the payment of Intercompany Balances pursuant to Section 5.17. Additionally, Seller and Buyer agree that the purchase price allocated to each Asset Sale Subsidiary shall be further allocated among the Transferred Assets of such Asset Sale Subsidiary, and the covenant not to compete described in Section 5.14. The allocations described in the preceding sentences (the “Allocation”) shall be jointly prepared by an authorized representative of both Buyer and Seller on an by the earlier of four Business Days prior to the Closing Date or thirty days after the date hereof. Any dispute with respect to the Allocation shall be resolved in accordance with procedures similar to those set forth in Section 2.6(d) hereof. The allocation of the Purchase Price for purposes of section 1060 Adjustment Payment shall be aggregated with the Allocation, and such final version of the CodeAllocation shall become part of this Agreement for all purposes. Seller, then Seller the Selling Subsidiaries and Buyer shall reportagree to report the Allocation of the purchase price, act as adjusted by the allocation of the Adjustment Payment, among the Transferred Assets and file income tax returns the covenant not to compete described in Section 5.14 in a manner entirely consistent with such agreed allocationfinal Allocation in the preparation and filing of all Tax Returns. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments Neither Seller nor Buyer will take any action that would call into question the bona fides of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxsuch final Allocation.

Allocation of Purchase Price. Seller shall prepare an Between signing and Closing, the parties will determine a mutually agreeable preliminary proposed allocation of the Purchase Price (and liabilities treated as assumed for Tax purposes and other capitalized costs) among the Liberation Purchased Assets in accordance with section Code Section 1060 and the Treasury regulations thereunder (and any similar provision of the Internal Revenue Code of 1986state, local or foreign law, as amended appropriate) (the “CodePreliminary Allocation Schedule”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes). The Seller shall deliver such allocations a proposed final allocation to the Buyer within not later than 30 days after following the final resolution of the Closing or as soon thereafter as practicableWorking Capital pursuant to Section 2.6 which shall be consistent in all material respects with the Preliminary Allocation Schedule. If the Buyer agrees to fully cooperate with and the Seller agree upon such proposed allocation, then such proposed allocation shall become the final allocation (the “Final Allocation”). If the Buyer raises any objections in respect of the proposed allocation, then the Buyer and the Seller shall negotiate in good faith until they will have resolved all such objections and the so negotiated allocation shall become the Final Allocation. The Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer their respective Affiliates shall report, act and file income tax returns Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all Tax purposes consistent with such agreed allocationFinal Allocation. As used in this AgreementThe Buyer shall timely and properly prepare, “Tax” or “Taxes” execute, file and deliver all such documents, forms and other information as the Seller may reasonably request to prepare such Final Allocation. Neither the Seller nor the Buyer (nor their respective Affiliates) shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of take any kind whatsoever Tax position (whether payable directly in audits, Tax Returns or otherwise) that is inconsistent with such Final Allocation unless required to do so by withholdingapplicable Law. If, after the proposed allocation becomes the Final Allocation, any event occurs that will result in an adjustment of the Purchase Price (including pursuant to Section 2.6 or pursuant to Article VII), together with any interest then the Buyer and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxSeller shall amend the Final Allocation accordingly.

Allocation of Purchase Price. Seller (a) The Cash Consideration (as adjusted pursuant to the adjustments contemplated under this Agreement) and the applicable Assumed Liabilities shall prepare an allocation be allocated among the Acquired Assets as of the Purchase Price among the Liberation Assets Closing Date in accordance with section a schedule (the “Asset Allocation Schedule”) that is prepared in a manner consistent with relevant Tax laws, including, as applicable, Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) ), and the regulations promulgated thereunder thereunder, and as in accordance with the procedures of this Section 8.1. To the extent separate Asset Allocation Schedules are necessary for one or more of the Selling Subsidiaries, the provisions of this Section 8.1 shall apply to comply such Asset Allocation Schedules. (b) Seller shall engage Duff & Xxxxxx, LLC, or a similar firm (the “Valuator”) to prepare each Asset Allocation Schedule; provided, however, that the fee for such Valuator shall be mutually agreeable to both Parties. Each Party shall cooperate with the other Party and the Valuator, and shall use commercially reasonable efforts to provide in a timely manner any provision of state information, data and assistance required or local law, including and sales or other transfer taxesrequested by the Valuator to properly perform its valuation. Seller shall instruct the Valuator to deliver drafts of the Asset Allocation Schedules, along with the assumptions and calculations supporting such allocations draft Asset Allocation Schedules, a description of the methodology and a detailed breakdown, to Buyer within 30 Purchaser and Seller no later than thirty (30) days after the Closing or Date. Purchaser shall provide any comments to the draft Asset Allocation Schedules within fifteen (15) days of receipt. Seller shall make such comments as soon thereafter as practicableare reasonably requested by Purchaser and issue final Asset Allocation Schedules promptly thereafter. Buyer agrees to fully cooperate with Seller and respond to Purchaser shall file all reasonable requests Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such final Asset Allocation Schedules and share equally all costs and expenses incurred in connection with the preparation engagement and performance of such allocations. the Valuator; the Parties shall arrange to make their respective payments directly to the Valuator. (c) Thereafter, Seller will reasonably consult with Buyer regarding shall prepare and provide to Purchaser from time to time revised copies of the preparation Asset Allocation Schedules to update the Asset Allocation Schedules for indemnity payments or other adjustments contemplated under this Agreement (including, for the avoidance of any sales Tax returns doubt, all payments made under Article XI), which shall be prepared in connection a manner consistent with the sale of the Liberation Assets, but the Seller’s decision final Asset Allocation Schedules determined under Section 8.1(b). Any indemnity payments or other adjustments contemplated by this Agreement shall be treated as an adjustment to Purchase Price unless such payment is required to be treated otherwise by applicable Governmental Rules with respect to Taxes. (d) The Asset Allocation Schedules as finally determined pursuant to this Section 8.1 (including any applicable adjustments) shall be final and binding upon Purchaser and Seller for all of Seller’s sales Tax purposes except as required by applicable Governmental Rule or as otherwise mutually agreed to in writing by the Parties. Purchaser and other Seller shall act in accordance with the Asset Allocation Schedules for all Tax matterspurposes, including the filing of sales Tax returns, will with respect to any forms or reports (including IRS Form 8594) required to be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant filed pursuant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section Section 1060 of the Code, then Seller the regulations promulgated thereunder or any Governmental Rule, and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used to cooperate in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments the preparation of any kind whatsoever (whether payable directly such forms or reports and to timely file such forms or reports in the manner required by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxapplicable law.

Allocation of Purchase Price. Seller shall prepare an allocation As soon as practicable after each of the Closing, the Purchase Price Adjustment, the 2007 Earnout Payment Date and the 2008 Earnout Payment Date, Purchaser and Seller will negotiate in good faith to agree upon a schedule (the "Allocation Schedule") allocating the Closing Payment, the Purchase Price Adjustment, the 2007 Earnout Amount and the 2008 Earnout Amount, as the case may be, among the Liberation Assets in accordance with section 1060 Purchased Assets. Any adjustment to the Purchase Price contemplated by Section 2.5 shall be allocated to the Receivables. Except as otherwise required by law or pursuant to a "determination" under Section 1313(a) of the Internal Revenue Code of 1986, as amended (“the "Code”) "), Purchaser and the regulations promulgated thereunder Seller agree to act, and as necessary will cause their Affiliates to comply with any provision of state or local lawact, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection accordance with the preparation allocations contained in the Allocation Schedule for purposes of such allocations. all income Taxes (as defined in SECTION 4.15(i)), and neither Purchaser nor Seller will reasonably consult with Buyer regarding the preparation of take any sales position inconsistent therewith in any income Tax returns Returns (as defined in connection with the sale of the Liberation AssetsSECTION 4.15(j)) or similar filings (including IRS Form 8594), but the Seller’s decision with respect to all of Seller’s sales and other Tax mattersany refund claim, including the filing of sales Tax returnsany litigation, will be in the Seller’s sole discretionor otherwise. In the event that material new information arises Purchaser and Seller are unable to reach an agreement within 30 calendar days after the Closing that is relevant to latest of (a) the application date of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation payment of the Purchase Price for purposes Adjustment, (b) the 2007 Earnout Payment Date and (c) the 2008 Earnout Payment Date, then any disputed items will be resolved within the next 30 calendar days by the Arbitrator, the fees and costs of section 1060 which will be borne equally by Purchaser and Seller. The Allocation Schedule and IRS Form 8594 will be revised to reflect the resolution of the CodeArbitrator and, then Seller once revised, will be final and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, binding on all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxparties without further adjustment.

Allocation of Purchase Price. Seller shall prepare an allocation of 3.3.1. The parties agree that the Purchase Price among and the Liberation Specified Liabilities (plus other relevant items) will be allocated to the Specified Assets in accordance with section Schedule 3.3.1 and as required by Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxesapplicable law. Seller will complete a draft schedule (the “Allocation Schedule”) allocating the Purchase Price and Specified Liabilities to the Purchased Assets and provide a copy to the Buyer at least ten (10) business days prior to the Closing Date. 3.3.2. Except for changes due to post-Closing adjustments in the Purchase Price, which shall deliver such allocations to be allocated in accordance with Schedule 3.3.1, the Buyer shall notify the Seller within 30 three (3) business days after the Closing or as soon thereafter as practicablereceipt thereof if it considers the amount allocated to any assets to be inconsistent with Section 1060 of the Code and the regulations promulgated thereunder. Buyer agrees to fully cooperate with The Seller and respond the Buyer shall attempt to all reasonable requests for information resolve any disagreement in connection with good faith. If the preparation of Seller and the Buyer fail to reach agreement as to an alternative allocation in the three (3) business days following such allocations. Seller will reasonably consult with Buyer regarding notice, the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision dispute with respect to all of Seller’s sales the Allocation Schedule shall be presented on the next business day to a nationally recognized independent accounting firm mutually chosen by the Buyer and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In , and if the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and the Seller agree cannot agree, mutually chosen by their respective independent accounting firms, for a decision that shall be rendered within five (5) business days thereafter. The independent accounting firm’s review shall be limited to whether a disputed item has been prepared in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section accordance with Section 1060 of the CodeCode and the regulations promulgated thereunder, then and shall be final and binding on all parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by the Seller and Buyer. 3.3.3. The Buyer and the Seller shall reportfile, act and file income tax returns cause their respective affiliates to file, all Tax Returns and statements, forms and schedules in connection therewith in a manner consistent with the Allocation Schedule and shall take no position inconsistent therewith; provided, however, that Buyer may, for financial accounting purposes, allocate between Class VI and Class VII assets, the amounts reasonably determined by Buyer to be required to be allocated to the assets within such agreed allocationclasses as long as such allocation is not inconsistent with Seller’s position that all gain with respect to Class VI and VII assets is capital gain for tax purposes. As used in this AgreementThe Buyer and the Seller shall exchange completed and executed copies of IRS Form 8594, “Tax” or “Taxes” shall meanany required schedules thereto, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penaltiessimilar state, additions local and foreign forms, not later than 30 days prior to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any Taxfiling date.

Allocation of Purchase Price. (a) Buyer and Seller agree that the Purchase Price shall be allocated among the Companies Equity sold in accordance with Section 3.1. (b) (i) Within 45 days following the finalization of the Closing Date Balance Sheet, Seller shall prepare an allocation of deliver to Buyer a schedule (the “Preliminary Allocation Schedule”) (A) allocating the Purchase Price among the Liberation Assets capital stock or other equity interests in each of the Companies and (B) with respect to the amount so allocated to the equity interests of West Business Solutions, LLC, allocating such amount among the assets of West Business Solutions, LLC, such allocation to be made consistent with Section 3.1 and in accordance with section Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local lawTreasury Regulations thereunder. If, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after following delivery of the Closing or as soon thereafter as practicable. Preliminary Allocation Schedule, Buyer agrees to fully cooperate with does not notify Seller and respond to all reasonable requests for information in connection writing of its disagreement with the preparation Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall become final and binding. If, within 30 days following delivery of such allocations. the Preliminary Allocation Schedule, Buyer notifies Seller will reasonably consult with Buyer regarding the preparation in writing of any sales Tax returns in connection its disagreement with the sale of the Liberation AssetsPreliminary Allocation Schedule, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall reportendeavor to resolve such disagreement, act and, if they are able to do so, shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which shall be final and file income tax returns consistent with binding on Buyer and Seller. (ii) If, within 20 days following such agreed allocation. As used in this Agreementnotification by Buyer to Seller (or such longer period as Buyer and Seller mutually agree) Seller and Buyer are unable to resolve any disagreement, “Tax” or “Taxes” then each of Buyer and Seller shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles be entitled to allocate the Purchase Price among the capital stock or other taxesequity interests in each of the Companies and the assets of West Business Solutions, feesLLC in any manner it so determines in its sole discretion; provided, stamp taxesthat no such allocation amongst the capital stock or other equity interests shall be inconsistent with Section 3.1, duties, charges, levies or assessments adjusted solely to reflect the sources of any kind whatsoever difference between the Purchase Price and the Base Purchase Price. Each of Buyer and Seller agrees that it shall not, and shall cause each of its Affiliates not to, take any position on any Tax Return or otherwise for Tax or other purposes, (whether payable directly i) inconsistent with the final and binding Preliminary Allocation Schedule, if any, or by withholding)(ii) in the absence of a final and binding Preliminary Allocation Schedule, together inconsistent with Section 3.1, adjusted solely to reflect the sources of any interest difference between the Purchase Price and the Base Purchase Price; provided, however, neither Buyer nor Seller (nor any penaltiesof their Affiliates) shall be required to litigate before any court, additions to tax or additional amounts imposed contest before any administrative agency, any proposed deficiency or adjustment by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition of any TaxGovernmental Body challenging such allocation.

Allocation of Purchase Price. Seller (a) Within thirty (30) days following the Closing, Buyer shall prepare an allocation of deliver to Sellers a statement allocating the Purchase Price plus other amounts treated as consideration for federal income tax purposes among the Liberation Purchased Assets in accordance with section 1060 of (the Internal Revenue Code of 1986, as amended (“CodePurchase Price Allocation Statement”) ). Buyer and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations agree in good faith to Buyer within 30 days after revisions to the Closing or as soon thereafter as practicable. Buyer agrees Purchase Price Allocation Statement to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of reflect any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including the filing of sales Tax returns, will be in the Seller’s sole discretionpurchase price adjustments. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller Sellers are unable to agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes Allocation Statement within thirty (30) days following Buyer’s delivery of section 1060 such statement to Sellers, Buyer and Sellers shall submit such dispute to the Independent Accountants to be resolved in accordance with the provisions of Section 2.8(b) below. All Tax Returns and reports filed by Buyer and Sellers shall be prepared consistently with such allocation (as revised in accordance with this Section 2.08(a)). (b) If Buyer and Sellers are unable to reach an agreement with respect to the Purchase Price Allocation Statement within thirty (30) days following Buyer’s delivery of such statement to Sellers, they shall promptly thereafter cause the Independent Accountants to review this Agreement and the disputed items or amounts contained in the Purchase Price Allocation Statement (it being understood that in making such calculation, the Independent Accountant shall be functioning as an expert and not as an arbitrator). In making such calculation, the Independent Accountant shall consider only those items or amounts in the Purchase Price Allocation Statement and Buyer’s calculation of such allocations as to which Sellers have disagreed. The Independent Accountant shall deliver to Buyer and Sellers, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the CodeIndependent Accountant), then Seller a report setting forth such calculation. Such report shall be final and binding upon Buyer shall report, act and file income tax returns consistent with such agreed allocationSellers. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, The fees, stamp taxes, duties, charges, levies or assessments costs and expenses of any kind whatsoever the Independent Accountant’s review and report shall be allocated to and borne by Buyer and Sellers based on the inverse of the percentage that the Independent Accountant’s determination (whether payable directly or by withholding), together with any interest and any penalties, additions before such allocation) bears to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition total amount of any Taxthe total items in dispute as originally submitted to the Independent Accountant.

Allocation of Purchase Price. Seller (a) Within 120 days after the Closing Date, Buyers shall prepare an allocation of deliver to Sellers a schedule allocating the Purchase Price payable to each Seller among the Liberation applicable assets of each Seller (for the avoidance of doubt, which Purchase Price shall include any Assumed Liabilities treated as consideration for the Purchased Assets for Tax purposes) (the “Allocation Schedule”) for applicable Tax purposes. The Allocation Schedule shall be prepared in accordance with section Section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated Treasury Regulations thereunder (and as necessary any corresponding provisions of similar applicable state, local or foreign Tax Laws). Buyers shall consider in good faith any comments of Sellers with respect to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations the proposed Allocation Schedule delivered to Buyer Buyers in writing within 30 days after delivery of the Closing or as soon thereafter as practicable. Buyer agrees Allocation Schedule to fully cooperate with Seller and respond to all reasonable requests for information in connection with Sellers. (b) In the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation event of any sales Tax returns increase, or decrease, to the purchase price or a redetermination or adjustment by Buyers to the Allocation Schedule caused by an IFRS adjustment, Buyers shall prepare a revised Allocation Schedule for each year in connection which an increase or decrease to the purchase price occurs (each a “Revised Allocation Schedule”) in accordance with the sale Section 1060 of the Liberation AssetsCode and the Treasury Regulations thereunder (and any corresponding provisions of similar applicable state, but local or foreign Tax Laws). In each case Buyers shall prepare and deliver a proposed Revised Allocation Schedule to Sellers no later than 90 days following the Seller’s decision date upon which the increase or decrease to the purchase price occurs or a redetermination or adjustment by Buyers to the Allocation Schedule caused by an IFRS adjustment occurs, and Buyers shall consider in good faith any comments of Sellers with respect to the proposed Revised Allocation Schedule delivered to Buyers in writing within 30 days after Sellers’ receipt of the proposed Revised Allocation Schedule. (c) The parties agree to act reasonably and in good faith to complete the Allocation Schedule as promptly as practicable following Closing, but in any event before June 30th of the year following the year during which the Closing occurs. Sellers and Buyers agree to file their respective IRS Forms 8594 and all of Seller’s sales federal, state and local Tax Returns in accordance with the Allocation Schedule or Revised Allocation Schedule as prepared by Buyers pursuant to this Section 4.5. The parties shall not, and shall cause their respective Affiliates not to, take any Tax position inconsistent with such Allocation Schedule or Revised Allocation Schedule, or agree to any proposed adjustment to such Allocation Schedule or Revised Allocation Schedule by the Internal Revenue Service or any other Tax mattersauthority, including in each case, except with the filing prior written consent of sales the other parties or except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign Tax returns, will be in the Seller’s sole discretionLaw). In the event that material new information arises after the Closing that is relevant Internal Revenue Service or any other Tax authority disputes such Allocation Schedule or Revised Allocation Schedule, the applicable party shall promptly notify the other parties of the nature of the dispute, and the parties agree to consult with and keep one another informed with respect to the application of the sales Tax to the sale of the Liberation Assetsstatus of, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation of the Purchase Price for purposes of section 1060 of the Code, then Seller and Buyer shall report, act and file income tax returns consistent with such agreed allocation. As used in this Agreement, “Tax” or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penaltiesdiscussion, additions to tax proposal or additional amounts imposed by any governmental entity having jurisdiction over the assessmentsubmission with respect to, determination, collection, or other imposition of any Taxsuch dispute.

Allocation of Purchase Price. (a) Within one hundred twenty (120) days following the Closing, Purchaser will prepare and deliver to Seller an allocation of the cash portion of the Purchase Price and all other Taxable consideration among the Purchased Assets for all purposes (including Tax and financial accounting) (the “Purchase Price Allocation Schedule”), with such allocation to be in accordance with Section 1060 of the Code to the extent applicable thereto and filed on IRS Form 8594, as applicable) and the allocation principles set forth on Schedule 2.4 hereto (the “Allocation Principles”). Seller shall have a period of thirty (30) days after the delivery of the Purchase Price Allocation Schedule to present in writing to Purchaser notice of any objections that the Seller may have to the allocations set forth therein. Unless Seller timely objects, such Purchase Price Allocation Schedule shall be binding on the Parties, without further adjustment. If Seller timely objects, Purchaser shall consider in good faith all reasonable comments from Seller; provided that if after thirty (30) days, Seller and Purchaser are unable to agree, then Purchaser and Seller may, for any purpose, take inconsistent positions with respect to the Purchase Price Allocation Schedule, provided that neither Purchaser nor Seller shall take any position inconsistent with the Allocation Principles for any purpose. If Seller does not object to the Purchase Price Allocation Schedule, or Purchaser and Seller are able to resolve any differences within the thirty (30)-day period described above, the Parties agree to (a) prepare an and file, or cause to be prepared and filed, each of their respective Tax Returns on a basis consistent with such Purchase Price Allocation Schedule (as the same may have been revised by the foregoing procedures) and (b) unless otherwise required by Law, take no position inconsistent with such Purchase Price Allocation Schedule (as the same may have been revised by the foregoing procedures) on any applicable Tax Return, in any Legal Proceeding before any Governmental Authority, in any report made for Tax, financial accounting, or any other purpose. Each Party shall provide the other with written notice of any audit or other Legal Proceeding related to the allocation of the Purchase Price among the Liberation Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations promulgated thereunder and as necessary to comply with any provision of state or local law, including and sales or other transfer taxes. Seller shall deliver such allocations to Buyer within 30 days after the Closing or as soon thereafter as practicable. Buyer agrees to fully cooperate with Seller and respond to all reasonable requests for information in connection with the preparation of such allocations. Seller will reasonably consult with Buyer regarding the preparation of any sales Tax returns in connection with the sale of the Liberation Assets, but the Seller’s decision with respect to all of Seller’s sales and other Tax matters, including Taxable consideration as reported under this Section 2.4. (b) Seller acknowledges and agrees that the filing of sales Tax returns, will be in the Seller’s sole discretion. In the event that material new information arises after the Closing that is relevant to the application of the sales Tax to the sale of the Liberation Assets, then, at the reasonable request of Buyer, Seller shall take such reasonable steps as may be appropriate to seek a refund of excessive Taxes otherwise paid in connection with the transactions contemplated hereby. To the extent that Buyer and Seller agree in a writing signed by an authorized representative of both Buyer and Seller on an allocation amount of the Purchase Price and other Taxable consideration allocated to the non-solicitation covenants set forth in Section 6.5 does not represent liquidated damages for purposes of section 1060 a breach of the Code, then provisions of such covenants. Seller hereby waives and Buyer shall report, act and file income tax returns consistent with agrees not to assert any claim or defense that the amount of the Purchase Price allocated to the non-solicitation covenants set forth in Section 6.5 represents: (i) liquidated damages; (ii) an adequate damages remedy for breach of such agreed allocation. As used in this Agreement, “Tax” covenants that would prevent or “Taxes” shall mean, unless qualified, all income, excise, gross receipts, ad valorum, sales, use, employment, franchise, profits, excise, gains, privilege, occupation, property, transfer, unemployment compensation, social security, payroll, license, school, intangibles preclude the entry of an order for specific performance or injunctive or other taxes, fees, stamp taxes, duties, charges, levies equitable relief in accordance with the respective provisions of such covenants; or assessments (iii) inadequate consideration to support enforcement of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity having jurisdiction over the assessment, determination, collection, or other imposition provisions of any Taxsuch covenants.