Common use of Allocation of Purchase Price Clause in Contracts

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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (ia) No later than Within thirty (30) days Business Days after the determination of the Net Working Capital Difference and the CapEx Difference as of the Closing, Seller Buyer shall prepare and deliver provide to Buyer Sellers Buyer’s proposal for an allocation of the Base Purchase Price and assumed obligations among the Properties Acquired Companies and the Purchased Assets, grouped by the asset classes referred to in Treasury Regulation Section 1.1060-1(c) (the “Purchase Price Allocation Schedule”). Within thirty (30) Business Days after their receipt of Buyer’s proposed Purchase Price Allocation Schedule, Sellers shall propose to Buyer any changes thereto or otherwise shall be deemed to have agreed thereto. In the event that Sellers propose changes to Buyer’s proposed Purchase Price Allocation Schedule within the 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 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 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 one hand, and Buyer, on the other hand. (b) Sellers and Buyer each shall prepare an IRS Form 8594, “Asset Acquisition Statement Under Section 1060,” consistent with the Purchase Price Allocation Schedule mutually agreed upon pursuant to Section 2.7(a), which the Parties shall use to report the transactions contemplated by this Agreement to the applicable Taxing Authorities. Each Seller and Buyer shall provide 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, 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 the Treasury regulations promulgated thereunder (Regulations thereunder. For all Tax purposes, 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 Parties 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 that 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 this Agreement shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and 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) reported in a manner consistent with the values terms of this Agreement, including the Purchase Price Allocation Schedule, and none of the Properties as so appraised. (iii) Neither Seller nor Buyer Parties shall take, or shall permit any of their respective Affiliates to take, take any position inconsistent with the allocation under Section 7.8(e) therewith on any Tax Return return, refund claim, litigation or otherwise, unless required to do so by Applicable Laws Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

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 agree that the Purchase Price Allocation or (plus any update thereto other items required to review be treated as part of the consideration paid by Buyer hereunder for income Tax purposes) shall be allocated among the Purchased Assets for all purposes (including Tax and comment financial accounting) as shown 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 allocation schedule, which 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 prepared in a manner consistent with Section 1060 of the Code following and any applicable adjustments analogous provisions of state, local or foreign Law (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Xxxxx and delivered 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 within ninety (3090) days from after the Closing Date. If Seller notifies Buyer in writing within sixty (60) days after its receipt of the Purchase Price Allocation Schedule that Seller objects to one or any update thereto to review and comment on such adjustments to more items reflected in the Purchase Price AllocationAllocation Schedule, after which Seller and Buyer shall reasonably agree negotiate in good faith to resolve such dispute. Neither Buyer nor Seller shall unreasonably withhold its approval or consent with respect to the Allocation Schedule. If Xxxxxx and Xxxxx are unable to resolve any dispute with respect to the Allocation Schedule within 30 days following the date on which Seller submits a timely notification of its objection to Buyer, such adjustmentsdispute shall be resolved by the Independent Accountant. The fees and expenses of such accounting firm shall be borne in the manner set forth in Section 2.07(b)(ii). Buyer and Seller and Buyer shall report the transactions contemplated hereby on file all Tax Returns (including Form 8594 and all other information amended returns and supplements thereto required to be filed by the parties under Section 1060 of the Codeclaims for refund) 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 Properties and 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) reports in a manner consistent with the values of the Properties as so appraised. (iii) Neither Seller nor Buyer Allocation Schedule, and shall take, or shall permit any of their respective Affiliates to take, not take any position inconsistent with the allocation under Section 7.8(e) such Allocation Schedule on any Tax Return Return, before any taxing authority or otherwiseGovernmental Authority. Any adjustments to the Purchase Price pursuant to Section 2.07 herein shall be allocated in a manner consistent with the Allocation Schedule. For the avoidance of doubt, unless required it is not the intention of this provision that the parties hereto should delay, postpone, or forgo the Closing if the parties hereto have not agreed to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codean Allocation Schedule prior to Closing.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Buyer and Seller shall prepare and deliver to Buyer an allocation of agree that the Base Purchase Price and assumed obligations the Assumed Liabilities (plus other relevant items) shall be allocated among the Properties in accordance 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 consistent with Section 1060 of the Code and the Treasury regulations promulgated thereunder delivered to Seller within sixty (the “Purchase Price Allocation”). Buyer shall have twenty (2060) days from the receipt of the Purchase Price Closing Date. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the 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 Schedule within thirty (30) days from of receiving the receipt of the Purchase Price Allocation or any update thereto to review and comment on such adjustments to the Purchase Price AllocationSchedule, after which Seller and Buyer shall reasonably agree on negotiate in good faith to resolve such adjustments. dispute; provided, however, that if Seller and Buyer Xxxxx are unable to resolve any dispute with respect to the Allocation Schedule within one hundred twenty (120) days following the Closing Date, such dispute shall report be resolved by the transactions contemplated hereby on Independent Accountant. The fees and expenses of the Independent Accountant shall be borne equally by Seller and Xxxxx. Buyer, Seller and their respective Affiliates shall report, act and file all Tax Returns (including Internal Revenue Service Form 8594 and all other information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code8594) in a manner consistent with such Purchase Price Allocation. (ii) If, notwithstanding Section 7.8(e)(i), Seller all respects 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 for all purposes consistent with the allocation Allocation Schedule as well as any amendments to such Tax Returns required with respect to any adjustment to the Purchase Price. None of Buyer, Seller or any of their Affiliates shall take any position (whether in audits, Tax Returns, Tax Proceedings or otherwise) that is inconsistent with the information 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwiseAllocation Schedule, unless required to do so by Applicable Laws applicable Law; provided, however, that (a) 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, capitalized acquisition costs) not included in the total amount so allocated and (b) that the Purchase Price and Assumed Liabilities do not include Buyer’s acquisition expenses and that Buyer will allocate such expenses appropriately. In the event that any adjustment is required to be made to the Allocation Schedule as a result of an adjustment to the Purchase Price pursuant to this Agreement, Buyer shall prepare or cause to be prepared, and shall provide to Seller, a “determination,” within revised Allocation Schedule reflecting such adjustment. In the meaning event that a revised Allocation Schedule is required to be prepared, it shall be subject to review and resolution of Section 1313(a)(1) of timely raised disputes in the Codesame manner as the initial Allocation Schedule.

Allocation of Purchase Price. (ia) No later than thirty (30) Within 120 days after Closingthe Closing Date, Seller Buyers shall prepare and deliver to Buyer an allocation of Sellers a schedule allocating the Base Purchase Price and assumed obligations payable to each Seller among the Properties 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 1060 of the Code and the Treasury regulations promulgated Regulations thereunder (the “Purchase Price Allocation”and any corresponding provisions of similar applicable state, local or foreign Tax Laws). Buyer Buyers shall have twenty (20) consider in good faith any comments of Sellers with respect to the proposed Allocation Schedule delivered to Buyers in writing within 30 days from the receipt after delivery of the Purchase Price Allocation Schedule to Sellers. (b) In the event of any increase, 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 Adecrease, taking into account any adjustments to the Base Purchase Price. Seller purchase price or a redetermination or adjustment by Buyers to the Allocation Schedule caused by an IFRS adjustment, Buyers shall use commercially reasonable efforts prepare a revised Allocation Schedule for each year in which an increase or decrease to update the Purchase Price purchase price occurs (each a “Revised Allocation Schedule”) in a manner consistent accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any corresponding provisions of similar applicable state, 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 any applicable adjustments the date upon which the increase or decrease to the Base Purchase Price 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 federal, state and local Tax Returns in accordance with the Allocation Schedule or Revised Allocation Schedule as prepared by Buyers pursuant to this AgreementSection 4.5. Seller The parties shall provide Buyer with any such updated Purchase Price Allocationnot, 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of cause their respective Affiliates to takenot 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 allocation under Section 7.8(e) on Internal Revenue Service or any other Tax Return authority, in each case, except with the prior written consent of the other parties or otherwise, unless except as otherwise required pursuant to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(11313(a) of the CodeCode (or any analogous provision of state, local or foreign Tax Law). In the event that the 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 status of, and any discussion, proposal or submission with respect to, such dispute.

Allocation of Purchase Price. (ia) No later than thirty Within one hundred twenty (30120) days after following the Closing, Seller shall Purchaser will prepare and deliver to Buyer Seller an allocation of the Base cash portion of the Purchase Price and assumed obligations all other Taxable consideration among the Properties 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 Treasury regulations promulgated thereunder allocation principles set forth on Schedule 2.4 hereto (the “Purchase Price AllocationAllocation Principles”). Buyer Seller shall have twenty a period of thirty (2030) days from after the receipt delivery of the Purchase Price Allocation or Schedule to present in writing to Purchaser notice of any update thereto objections that the Seller may have to review and comment on the Purchase Price Allocationallocations set forth therein. Unless Seller and Buyer shall thereafter use commercially reasonable efforts to agree upon the Purchase Price Allocation. The timely objects, such Purchase Price Allocation Schedule shall be consistent 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 the allocation set forth on Annex A, taking into account any adjustments respect 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. Schedule, provided that neither Purchaser nor Seller shall provide Buyer take any position inconsistent with the Allocation Principles for any such updated Purchase Price Allocation, and Buyer shall have thirty (30) days from the receipt of purpose. If Seller does not object to the Purchase Price Allocation Schedule, or Purchaser and Seller are able to resolve any update thereto differences within the thirty (30)-day period described above, the Parties agree to review (a) prepare and comment on such adjustments file, or cause to the Purchase Price Allocationbe prepared and filed, after which Seller and Buyer shall reasonably agree on such adjustments. Seller and Buyer shall report the transactions contemplated hereby on all each of their respective 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 on a manner basis consistent with such Purchase Price AllocationAllocation 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 and other Taxable consideration as reported under this Section 2.4. (iib) If, notwithstanding Section 7.8(e)(i), Seller acknowledges and Buyer do not agree on agrees that the amount of the Purchase Price Allocation or any adjustment thereto, Seller shall promptly engage and other Taxable consideration allocated to the non-solicitation covenants set forth in Section 6.5 does not represent liquidated damages for a firm experienced in such matters and reasonably acceptable to Buyer, to conduct an appraisal and determine the fair market value breach of the Properties consistent with the allocation set forth on Annex A taking into account any adjustments to the Base Purchase Price. The cost provisions of such appraisal shall be borne one-half by Seller and one-half by Buyercovenants. Seller hereby waives and Buyer agree agrees not to allocate assert any claim or defense that the amount of the Purchase Price among allocated to the Properties and report non-solicitation covenants set forth in Section 6.5 represents: (i) liquidated damages; (ii) an adequate damages remedy for breach of such covenants that would prevent or preclude the transactions contemplated hereby on all Tax Returns (including Form 8594 and all entry of an order for specific performance or injunctive or other information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code) equitable relief in a manner consistent accordance with the values respective provisions of the Properties as so appraised. such covenants; or (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates inadequate consideration to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) support enforcement of the Codeprovisions of such covenants.

Allocation of Purchase Price. The Purchase Price allocated to each Seller Entity in accordance with Schedule 2.1(c) shall be further allocated among the Acquired Assets transferred and sold by such Seller Entity as determined by Parent in accordance with Code Section 1060 (iand any similar provisions of state or local Law, as appropriate) No later than and shall be set forth in a schedule delivered by the Parent to the Seller Entities within one hundred twenty (120) days following the Closing Date (the “Proposed Allocation Schedule”). The Seller Entities shall have an opportunity to review the Proposed Allocation Schedule for a period of 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 Proposed Allocation or Schedule. If the Seller Entities disagree with any update thereto to review and comment on aspect of the Purchase Price Allocation. Proposed Allocation Schedule, the Seller and Buyer Entities shall thereafter use commercially reasonable efforts to agree upon notify the Purchase Price Allocation. The Purchase Price Allocation shall be consistent with the allocation set forth on Annex AParent, taking into account any adjustments in writing, prior to the Base end of such thirty (30)-day period (an “Allocation Dispute Notice”), setting forth Seller Entities’ proposed allocation of the Purchase Price. If the 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 Entities do not deliver to the Base Purchase Price pursuant Parent an Allocation Dispute Notice within such thirty (30)-day period, the Parent’s Proposed Allocation Schedule shall be final and binding on the parties. If the Seller Entities deliver an Allocation Dispute Notice to this Agreement. the Parent, Parent and the Seller Entities shall provide Buyer with negotiate in good faith to resolve any such updated Purchase Price Allocationdispute; provided, however, that if Parent and Buyer shall have the Seller Entities are unable to resolve any such dispute within thirty (30) days from following the receipt delivery of the Purchase Price Allocation or any update thereto Dispute Notice, then such dispute shall be resolved by an independent public accounting firm mutually agreeable to review Parent, on the one hand, and comment the Seller Entities, on such adjustments to the Purchase Price Allocationother hand (the “Dispute Accounting Firm”). The fees and expenses of the Dispute Accounting Firm shall be borne equally by the Seller Entities and Parent. Buyer, after which Parent, the Seller Entities and Buyer their respective Affiliates shall reasonably agree on such adjustments. Seller and Buyer shall report the transactions contemplated hereby on file all Tax Returns (including IRS Form 8594 and all other information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code8594) 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 final allocation of the Purchase Price Allocation or any adjustment thereto, Seller shall promptly engage a firm experienced in such matters determined hereunder (as reasonably adjusted to account for events occurring after the determination of the final allocation of the Purchase Price) and reasonably acceptable to none of Buyer, to conduct an appraisal and determine Parent, 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, Entities or shall permit any of their respective Affiliates to take, shall take any Tax position inconsistent with the final allocation under Section 7.8(e) on any Tax Return or otherwise, of the Purchase Price determined hereunder unless required to do so by Applicable a change in applicable Laws or a “determination,” within the meaning good faith resolution of Section 1313(a)(1) of the Codea Tax contest.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Purchaser and Seller shall prepare and deliver to Buyer an allocation of agree that the Base Purchase Price (and assumed obligations all other amounts treated as consideration for U.S. federal and applicable state and local income Tax purposes) shall be allocated among the Properties Transferred Assets for all purposes (including financial accounting and Tax purposes) in accordance with Section 1060 of the Code and the Treasury regulations Regulations promulgated thereunder (the “Purchase Price AllocationAllocation Principles”). Buyer shall have Within one hundred twenty (20120) days from after the receipt of Closing Date, Purchaser shall prepare and deliver to Seller a draft allocation schedule prepared in accordance with the Purchase Price Allocation or any update thereto to Principles for Seller’s review and comment on the Purchase Price Allocationconsent. 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 Within thirty (30) days from following the receipt by Seller 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 theretodraft allocation schedule, Seller shall promptly engage review such draft allocation schedule and submit to Purchaser in writing any reasonable objections or proposed changes to the draft allocation schedule (an “Objections Notice”). Unless Seller submits an Objections Notice on or prior to 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 firm experienced in such matters and reasonably acceptable to Buyer, to conduct an appraisal and determine mutually satisfactory allocation schedule within thirty (30) days after the fair market value expiration of the Properties consistent with thirty (30) day period referred to above, so much of the draft allocation set forth on Annex A taking into account any adjustments schedule that remains disputed shall be promptly referred to the Base Purchase Price. The cost of such appraisal Independent Accountant for resolution; provided, however, that the Independent Accountant shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and 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) make its determination in a manner consistent with the values Allocation Principles. Upon finalization of such allocation schedule (either by mutual agreement of the Properties as so appraised. 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 their respective Affiliates shall report the purchase and sale for all required federal income Tax and all other applicable Tax purposes in a manner consistent with the Allocation Schedule, and (iii) Neither Purchaser, Seller nor Buyer shall take, or shall permit any of and their respective Affiliates to take, shall not take any position inconsistent with the allocation under Section 7.8(e) on in any Tax Return or otherwiseProceeding with respect to Taxes that is inconsistent with the Allocation Schedule without the consent of the other Party. Purchaser, unless Seller and their respective Affiliates agree to file Internal Revenue Service Form 8594 (Asset Acquisition Statement Under Section 1060), and all federal and state Income Tax Returns, in accordance with the Allocation Schedule, and Purchaser and Seller agree to provide the other with any information reasonably required to do so complete IRS Form 8594 within fifteen (15) days of any reasonable request for such information by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codesuch other Party.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Seller shall prepare and deliver to Buyer an allocation The amount of the Base Purchase Price and assumed obligations the Assumed Obligations shall be allocated among the Properties SLSJ Assets in accordance with the applicable requirements of Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”)thereunder. Buyer shall have twenty (20) days from the receipt of the Purchase Price Allocation or any update thereto Purchaser and Sellers agree, for both tax and financial accounting purposes, 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 Aagree, 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 at least thirty (30) days from prior to the receipt anticipated Closing Date, upon an allocation of the amount 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 Assumed Obligations among the Properties SLSJ Assets (the "ALLOCATION") and report the transactions contemplated hereby on all Tax Returns (including Form 8594 purchase and all other information returns and supplements thereto required to be filed by the parties under Section 1060 sale of the Code) SLSJ Assets in a manner consistent with the values 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 Properties as so appraised. SLSJ Assets (iiithe "APPRAISAL") Neither Seller nor Buyer to be performed by a qualified appraisal firm to be mutually agreed upon by them, and the Appraisal shall takebe conclusive and binding upon the parties for purposes of the Allocation. The cost of the Appraisal shall be shared equally by Purchaser, or shall permit any on one hand, and Sellers, on the other hand. In the event Sellers and Purchaser cannot mutually agree upon the selection of their respective Affiliates a qualified appraisal firm at least twenty (20) days prior to takethe anticipated Closing Date after negotiation in good faith, any position inconsistent 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 allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning applicable information reporting requirements of Section 1313(a)(1) 1060 of the Code.Code and the regulations promulgated thereunder. If any taxing authority makes or proposes an allocation with respect to the SLSJ Assets that differs materially from that contained in the Allocation, 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 of such a contest, the other party agrees to cooperate

Allocation of Purchase Price. The Parties will file all Tax Returns consistently with the allocation of the Purchase Price determined in accordance with this Section 3.5. The allocation of the Purchase Price (iincluding any portion of the Assumed Liabilities if applicable) No later than will be negotiated by the Parties in accordance with Applicable Tax Law (as defined below). Purchaser shall propose and deliver to Seller a preliminary allocation among the Assets of the Purchase Price and such other consideration to be paid to Seller pursuant to this Agreement (an “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 Section 1060 (“Applicable Tax Law”) and the regulations thereunder and in a manner which facilitates Property Tax reporting and shall separately allocate Assets in the Facilities Switchyard. Seller shall within thirty (30) days after Closing, Seller shall prepare and deliver thereafter propose any changes 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 Within thirty (30) days following delivery of such proposed changes, Purchaser shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Purchaser and Seller are unable to resolve any disputed objections within ten (10) days thereafter, such objections shall be referred to the Independent Accounting Firm, which shall determine the Allocation (including any valuations). 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 receipt date of engagement. Such determination shall be final, conclusive and binding upon the Parties for all purposes, and the Allocation shall be so adjusted (the allocation, including the adjustment, if any, to be referred to as the “Final Pre-Closing Allocation”). Within thirty (30) days of the Purchase Price Allocation or any update thereto determination of the Post-Closing Adjustment, the Parties shall agree to review and comment on such the adjustments to the Purchase Price Final Pre-Closing Allocation (“Final Allocation”). The fees and disbursements of the 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, after which Seller as the case may be, and Buyer shall reasonably agree on such adjustments. Seller and Buyer shall to report the transactions contemplated hereby on all Tax Returns (including Form 8594 by this Agreement for Federal Income tax 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 Properties and 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) tax purposes in a manner consistent with the values of Allocation or Final Allocation, as the Properties as so appraised. (iii) Neither case may be. Purchaser and Seller nor Buyer shall takeagree to promptly provide the other Parties with any additional information and reasonable assistance required to complete Form 8594, or shall permit any of their respective Affiliates to take, any position inconsistent compute Taxes arising in connection with (or otherwise affected by) the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codetransactions contemplated hereunder.

Allocation of Purchase Price. As of the Closing, the Purchase Price and Assumed Liabilities will be allocated among the Acquired Assets in the manner provided on Schedule 3.5, which Schedule has been prepared in accordance with Code Section 1060 and the Treasury regulations thereunder. Prior to Closing, Sellers shall deliver to Purchaser a draft of Schedule 3.5 (iestimated as of the Closing Date). Within thirty (30) No later than days following the final adjustment to Purchase Price pursuant to Section 3.3, Sellers shall prepare and deliver to Purchaser a revised schedule reflecting the allocation of such adjustments. Purchaser shall within fifteen (15) days after receipt of such schedule or revised schedule, as the case may be, give written notice to Sellers of its agreement or disagreement with such allocation. If Purchaser objects to Sellers’ allocation, Purchaser shall give Sellers written notice of the objections, and Sellers and Purchaser shall use commercially reasonable efforts to resolve the differences. If within thirty (30) days after Closingthe date on which Purchaser has given Sellers notice of any objections, 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 Parties have twenty (20) days from the receipt of the Purchase Price Allocation or not resolved such differences, any update dispute related 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 referred 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, Accounting Firm and Buyer shall have resolved within thirty (30) days from the receipt after such referral. The Accounting Firm’s determination shall be final, binding and conclusive upon Purchaser, Sellers and their respective Affiliates. The costs, expenses and fees of the Purchase Price Allocation or any update thereto to review and comment on such adjustments Accounting Firm with respect to the Purchase Price Allocation, after which Seller and Buyer shall reasonably agree on resolution of any 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 dispute shall be borne one-half by Seller Sellers and one-half by BuyerPurchaser. Seller The allocation determined pursuant to the provisions of this Section 3.5 shall be referred to as the “Allocation Agreement.” Purchaser, Sellers and Buyer agree to allocate their respective Affiliates shall be bound by the Purchase Price among the Properties Allocation Agreement and report the transactions contemplated hereby on all Tax Returns shall, as applicable, (including a) complete and execute a Form 8594 and all other information returns and supplements thereto required to be filed by the parties Asset Acquisition Statement under Code Section 1060 of the Code) in a manner consistent with the values Allocation Agreement, (b) file a copy of such Form 8594 with their respective Tax Returns for the period which includes the Closing and provide a copy of such Form 8594 to the other party hereto, and (c) prepare all financial statements and Tax Returns in a manner consistent with the Allocation Agreement. None of the Properties as so appraised. (iii) Neither Seller nor Buyer Parties or their Affiliates shall take, take any action or shall permit any of their respective Affiliates to take, any position for Tax or accounting purposes that is inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwiseAllocation Agreement, unless otherwise required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Coderelevant Taxing Authority.

Allocation of Purchase Price. (a) The Purchase Price shall be allocated (i) No later than thirty between the Phase I Business and the Phase II Business and (30ii) to the Purchased Assets in each country and the Acquired Companies, in each case, in the manner set forth in Schedule 2.8. Within 10 days after Closingthe date hereof, the Seller shall prepare and will deliver to Buyer the Purchaser 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 statement prepared in a manner consistent with Section 1060 Schedule 2.8 and any applicable requirements of U.S. federal, state or foreign Tax law (the “Allocation Statement”), setting forth the Seller’s calculation of the 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 allocation of the Purchase Price amongst the Purchased Assets and the Acquired Companies. The Seller and the Purchaser agree that the amount allocated to the Owned Real Property associated with the operation of the Business in Germany will be €2,400,000 (converted to U.S. dollars at the Exchange Rate). The Purchaser will review the Allocation or Statement and, to the extent the Purchaser disagrees in good faith with the content of the Allocation Statement, the Purchaser will inform the Seller of such disagreement in writing within 10 days after receipt of the Allocation Statement. The Seller and the Purchaser will attempt in good faith to resolve any update thereto such disagreement. If the Seller and the Purchaser are unable to review reach a good faith agreement on the content of the Allocation Statement within 5 days of the Purchaser’s informing the Seller of such disagreement, the matter shall be submitted to a mutually acceptable accounting firm whose determination shall be binding on the parties. The costs of such arbitration shall be shared equally. The Purchaser and comment on such adjustments to the Seller will report the allocation of 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 Properties and 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 the values Allocation Statement (or portion thereof) as finally agreed or determined pursuant to this Section 2.8(a) and 25 will act in accordance with the Allocation Statement in the preparation and filing of the Properties as so appraisedall Tax Returns and for all other Tax, financial accounting or Tax litigation or investigation purposes. (iiib) Neither The Purchaser and the Seller nor Buyer shall takewill promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.8 and agree to consult with and keep each other informed with respect to the status of, and any discussion, proposal or shall permit any of their respective Affiliates to takesubmission with respect to, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codesuch challenge.

Allocation of Purchase Price. (ia) No later Seller and Buyer agree that as soon as reasonably practical 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 shall be allocated among the Purchased Assets (including the assets held by Contract HoldCo) and the Subsidiary Stock (other than the limited liability company interests of Contract HoldCo), and the portion of such Purchase Price allocated to the Purchased Assets shall be further allocated among such assets, with all such allocations made 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 Closing. Within fifteen (15) days after Buyer’s receipt of such schedule, 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 discuss the receipt allocation of the Purchase Price Allocation or any update thereto and attempt in good faith to review and comment on the Purchase Price Allocationreach agreement with respect thereto. Seller and Buyer shall thereafter use commercially reasonable efforts jointly agree to agree upon obtain the Purchase Price Allocation. The Purchase Price Allocation shall be consistent services of an independent appraiser (the “Independent Appraiser”) to assist the parties in determining the fair value of the Purchased Assets if agreement is not reached with the allocation set forth on Annex A, taking into account any adjustments respect 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 AgreementSchedule. Seller shall provide Buyer with any If 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. is made, both Seller and Buyer agree to allocate accept the Independent Appraiser’s determination of the fair value of the Purchased Assets. The parties shall jointly select the Independent Appraiser. The cost of the appraisal shall be borne equally by Seller and Buyer. If agreement is reached with respect to the allocation of the Purchase Price, Seller and Buyer shall prepare mutually acceptable and substantially identical IRS Form 8594 “Asset Acquisition Statements Under Section 1060” consistent with the Purchase Price among Allocation Schedule, which the Properties and parties shall use to report the transactions contemplated hereby on all Tax Returns (including Form 8594 by this Agreement to the applicable Taxing Authorities, 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, not take any position inconsistent with the allocation under Section 7.8(e) therewith on any Tax Return or otherwise, unless before any Taxing Authority. Each of Seller and Buyer agree to provide the other promptly with any other information required to do so complete IRS Form 8594. (b) Any payment made after the Closing Date pursuant to this Agreement, shall, to the extent traceable to a particular asset as mutually agreed upon by Applicable Laws Buyer and Seller, be allocated to, and thereby increase or a “determination,” within decrease as the meaning of Section 1313(a)(1) case may be, the portion of the CodePurchase Price allocated to such asset. To the extent that any such post-closing payment cannot be traced to any particular transferred asset, such payment shall be apportioned to fixed and/or intangible assets as mutually agreed upon by Buyer and Seller. After making the purchase price adjustments contemplated by this Section 2.4(b), Seller shall promptly furnish Buyer with a revised Purchase Price Allocation Schedule.

Allocation of Purchase Price. (ia) No later than thirty (30) days after Closing, Seller shall prepare and deliver to Buyer an allocation of agree that the Base Purchase Price and assumed obligations shall be allocated among the Properties Project Companies and the Additional Equipment for Tax purposes in accordance with the allocation set forth on Schedule 2.7 (the “Initial Base Purchase Price Allocation Schedule”). (b) Within 90 days after the determination of the Closing Date Net Working Capital, Seller shall provide to Buyer a schedule setting forth (i) a proposal for an allocation (incorporating the allocations set forth in, and consistent with the methodology used in preparing, the Initial Base Purchase Price Allocation Schedule) of the Purchase Price among each of the Project Companies and the Additional Equipment (the “Project Company Allocation Schedule”) and (ii) a proposal for an allocation (incorporating the allocations set forth in, and consistent with the methodology used in preparing, the Initial Base Purchase Price Allocation Schedule) of the Purchase Price among the Assets of the Project Companies and Additional Equipment, grouped by the seven asset classes referred to in Treasury Regulation section 1.1060-1(c) and described in Treasury Regulation section 1.338-6(b) (the “Purchase Price Allocation Schedule”). Within 30 Business Days after its receipt of Seller’s proposed Purchase Price Allocation Schedule, Buyer shall propose to Seller any changes thereto or otherwise shall be deemed to have agreed thereto. If Buyer proposes changes to Seller’s proposed Purchase Price Allocation Schedule within the 30 Business Day period described above, Buyer and Seller shall cooperate in good faith to mutually agree upon a Purchase Price Allocation Schedule as soon as practicable. Notwithstanding the foregoing, Seller and Buyer agree and acknowledge that neither Seller nor Buyer shall, absent mutual written agreement, challenge or dispute the allocations set forth in the Initial Base Purchase Price Allocation Schedule. (c) Seller and Buyer each shall prepare an IRS Form 8594, “Asset Acquisition Statement Under Section 1060,” incorporating the allocations set forth in the Base Purchase Price Allocation Schedule and any Purchase Price Allocation Schedule mutually agreed upon pursuant to Section 2.7(b), which the Parties shall use to report the transactions contemplated by this Agreement to the applicable Taxing Authorities. Each of Seller and Buyer agrees to provide the other promptly with any other information required to complete Form 8594. The Initial Base Purchase Price Allocation Schedule and any 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 mutually agreed upon by the Parties and in accordance with the provisions of 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 AllocationRegulations thereunder. (iid) If, notwithstanding Section 7.8(e)(i), Seller and Buyer do not If the Parties are unable to agree on the Purchase Price Allocation Schedule pursuant to Section 2.7(b) or any subsequent adjustment theretoto the Purchase Price Allocation Schedule pursuant to Section 2.7(c), Seller the Parties shall refer such dispute to the Atlanta, Georgia office of Deloitte & Touche USA LLP or, if that firm declines to act as provided in this Section 2.7(d), another firm of independent public accountants, mutually agreed upon by Buyer and Seller, which firm shall make a final and binding determination as to all matters in dispute with respect to this Section 2.7 (and only such matters) on a timely basis and promptly engage a shall notify the Parties in writing of its resolution. Such firm experienced in such matters and reasonably acceptable shall not have the power to Buyermodify or amend any term or provision of this Agreement, to conduct an appraisal and modify the Initial Base Purchase Price Allocation Schedule or to determine the fair market value of the Properties consistent Purchase Price Allocation Schedule in a manner that is inconsistent with the allocation set forth on Annex A taking into account any adjustments to the Initial Base Purchase PricePrice Allocation Schedule. The cost of such appraisal Each Party shall be borne bear and pay one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and 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 the values of the Properties as so appraisedfees and other costs charged by such accounting firm. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (i) No later than one hundred twenty (120) days after the Closing Date, Buyer shall prepare and deliver to Seller the proposed allocation of the total consideration paid by Buyer to Seller pursuant to this Agreement among the Acquired Assets for purposes of Section 1060 of the Code. The proposed allocation shall be conclusive and shall be binding upon both Buyer and Seller unless Seller objects in writing within thirty (30) days after Closingreceipt of such proposed allocation. In the event that Seller objects in writing within thirty (30) days, Buyer and Seller shall prepare negotiate in good faith to resolve the dispute. If Buyer 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 fail to agree upon the Purchase Price Allocation. The Purchase Price Allocation shall be consistent with the on such 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 within thirty (30) days from following Seller’s written objection, such allocation shall be determined, within a reasonable time, by an independent, nationally recognized engineer or appraiser mutually agreed upon and selected by the receipt Parties (the “Independent Appraiser”) to determine the fair value of the Purchase Price Allocation or any update thereto Acquired Assets solely for purposes of such allocation under this Section 2.11. If such an appraisal is made, it shall be binding upon both Buyer and Seller. Each Party shall bear and pay one-half of the fees and other costs charged by the Independent Appraiser. Each of Buyer and Seller agrees to review file Internal Revenue Service Form 8594 and comment on all federal, state, local and foreign Tax Returns in accordance with such agreed allocation (giving effect to mutually-agreed upon adjustments as a result of adjustments to the Purchase Price Allocation, after which pursuant to Section 2.9). Each of Buyer and 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 by this Agreement and the Ancillary Agreements for federal income tax 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 Properties and 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) purposes in a manner consistent with the values of allocation, if agreed-upon or determined by the Properties Independent Appraiser in each case pursuant to this Section 2.11, and, except as so appraised. (iii) Neither Seller otherwise required by Law, neither Party nor Buyer shall take, or shall permit any of their respective Affiliates to take, any shall take a Tax position that is inconsistent with the allocation under Section 7.8(e) on allocation. Each of Buyer and Seller agrees to provide the other promptly with any Tax Return or otherwise, unless other information reasonably required to do so by Applicable Laws complete such Form 8594. Each of Buyer and Seller shall notify and provide the other with reasonable assistance in the event of an examination, audit or a “determination,” within other proceeding regarding the meaning of Section 1313(a)(1) agreed upon allocation of the CodePurchase Price.

Allocation of Purchase Price. (i) No later than thirty (30) A. Within 60 days after Closingthe Closing Date, Buyer will provide to Seller shall prepare copies of IRS Form 8594 and deliver to Buyer an allocation of any required exhibits thereto (the Base "Purchase Price and assumed obligations among the Properties in accordance Allocation Schedule") 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 Buyer's proposed allocation of the Purchase Price Allocation or (together with any update thereto to review and comment on assumed liabilities). Within 30 days after the Purchase Price Allocation. Seller and Buyer shall thereafter use commercially reasonable efforts to agree upon the Purchase Price Allocation. The receipt of such Purchase Price Allocation shall Schedule, Seller will propose to Buyer any changes to such Purchase Price Allocation Schedule (and in the event no such changes are proposed in writing to Buyer within such time period, the Seller will be consistent with the allocation set forth on Annex Adeemed to have agreed to, taking into account any adjustments to the Base Purchase Price. Seller shall use commercially reasonable efforts to update and accepted, the Purchase Price Allocation Schedule). Buyer and Seller will endeavor in a manner consistent good faith to resolve any differences with Section 1060 respect to the Purchase Price Allocation Schedule within 15 days after Buyer's receipt of written notice of objection from Seller. B. The parties agree that the book value of the Code following any applicable adjustments to Acquired Assets approximates their fair value and that the Base Purchase Price pursuant Allocation will allocate Premium to this Agreementgoodwill. Seller The parties further agree that for purposes of the Declaration of Value and the Title Policies and Title Commitments to be delivered at the Closing, the parties shall provide Buyer with any such updated Purchase Price Allocation, and Buyer shall have thirty (30) days from allocate the receipt portion of the Purchase Price Allocation or any update thereto to review and comment on such adjustments allocable 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 Real Property based 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 book value of the Properties consistent with Real Property as of 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 Closing Date. C. Buyer and Seller and one-half by Buyer. Seller and Buyer each hereby agree to allocate the Purchase Price among the Properties file their respective Tax Returns, reports, and report the transactions contemplated hereby on all Tax Returns (forms, including Internal Revenue Service Form 8594 and all other information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code) 8594, in a manner consistent with the values of the Properties as so appraisedPurchase Price Allocation Schedule. D. Buyer and Seller shall not (iiii) Neither Seller nor Buyer shall taketake any position in any Tax Return, report, or shall permit form, including any amendments thereto, or (ii) reach any settlement or agreement in respect of their respective Affiliates to takeany audit which, any position in either case, is inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwisePurchase Price Allocation Schedule, unless required such inconsistency is mandated by applicable law. If such inconsistency is mandated by applicable law, the party taking such position shall provide timely and reasonable notice to do so by Applicable Laws or a “determination,” within the meaning other party of Section 1313(a)(1) of such inconsistency and its effect on the CodePurchase Price Allocation Schedule.

Allocation of Purchase Price. (ia) No later than thirty (30) days after Closing, Seller shall prepare and deliver to Buyer an allocation of The Parties agree that the Base Purchase Price and assumed obligations among the Properties in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder Assumed Liabilities (the “Purchase Price Allocation”). Buyer shall have twenty (20plus other relevant items) 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 will be consistent with the allocation set forth on Annex A, taking into account any adjustments allocated to the Base Purchase Price. Seller shall use commercially reasonable efforts to update the Purchase Price Allocation Acquired Assets in a manner consistent with Section 1060 the Allocation Laws. Seller will complete a draft schedule (the “Allocation Schedule”) that allocates the Purchase Price and Assumed Liabilities (plus other relevant items) consistent with the Allocation Laws to the Acquired Assets. Seller shall provide a copy to Buyer no later than [***] after the Closing Date or, if earlier, [***] prior to the due date (taking into account any extensions) for filing a Tax Return for which the allocation is relevant. (b) Unless Buyer notifies Seller in writing within [***] after the receipt of the Code following draft Allocation Schedule that it considers the amount allocated to any applicable adjustments assets to be inconsistent with the Allocation Laws, Buyer shall be deemed to have agreed to the Base Allocation Schedule as prepared by Seller. If Buyer disputes any portion of the Allocation Schedule in accordance with the preceding sentence, the Parties shall attempt to resolve any disagreement in good faith. If Seller and Buyer fail to reach agreement as to an alternative allocation in the [***] following such notice, the dispute with respect to the Allocation Schedule shall be presented on the next Business Day to the Independent Accountant. The Independent Accountant’s review shall be limited to whether a disputed item has been prepared in accordance with the Allocation Laws and shall be final and binding on all parties. Buyer and Seller shall each bear the respective fees and costs incurred by the Parties in connection with the matters set forth in this Section 2.9(b), except that the fees and disbursements of the Independent Accountant shall be paid by Buyer or Seller in proportion to those matters submitted to the Independent Accountant that are resolved against Buyer or Seller, as applicable, as such fees and disbursements are allocated by the Independent Accountant pursuant to the foregoing. (c) Upon any adjustment to the Purchase Price, Buyer and Seller shall revise the Allocation Schedule to reflect such adjustment in a manner consistent with the Allocation Laws and the principles utilized for the initial Allocation Schedule. Buyer and Seller each shall file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule and shall take no position inconsistent therewith (including in any audits or examinations by any Taxing Authority), unless, and then only to the extent, required by a Final Determination. Buyer and Seller shall exchange completed and executed forms required by applicable Law with respect to the allocation at least [***] prior to the due date for filing such forms and shall cooperate in the preparation and filing of any such forms, including any amendments to such forms required as a result of any adjustment to the 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Seller shall prepare and deliver to Buyer an allocation of agree that the Base Purchase Price and assumed obligations (plus other relevant items) shall be allocated among the Properties in accordance with Section 1060 of Purchased Assets for all purposes (including Tax and financial accounting) as shown on the Code and the Treasury regulations promulgated thereunder allocation schedule (the “Purchase Price AllocationAllocation Schedule”). A draft of the Allocation Schedule shall be prepared by Buyer shall have twenty and delivered to Seller within sixty (2060) days from following the receipt of Closing Date. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Purchase Price Allocation or any update thereto to review and comment on the Purchase Price Allocation. Schedule, Seller and Buyer shall thereafter use commercially reasonable efforts negotiate in good faith to agree upon the Purchase Price Allocation. The Purchase Price Allocation shall be consistent with the allocation set forth on Annex Aresolve such dispute; provided, 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 Allocationhowever, 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 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 reasonably agree on such adjustmentsbe 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 report (and the transactions contemplated hereby on Stockholders shall cause Seller to) file all Tax Returns (including Form 8594 and all other information amended returns and supplements thereto required to be filed by the parties under Section 1060 of the Codeclaims for refund) 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 Properties and 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) reports in a manner consistent with the values 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 Stockholders shall cause Seller to) appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Buyer’s accountants or Seller’s accountants who, acting as experts and not arbitrators, shall resolve the items to which Seller has objected to in accordance with this Section 2.07 only and make any corresponding adjustments to the Allocation Schedule. Each of Buyer and Seller shall propose the name of one Independent Accountant within five (5) Business Days of CliftonLarsonAllen LLP informing Buyer and Seller that it is unable to serve, 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 the case may be. In the event that the parties do not agree upon an Independent Accountant within fifteen (15) days of the Properties as so appraised. (iii) Neither Seller nor Buyer date upon which an Independent Accountant is initially proposed by one party to the other, the parties shall take, or shall permit any of their respective Affiliates submit the matter to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) American Arbitration Association for determination of the CodeIndependent Accountant.

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 The Purchase Price and assumed obligations will be allocated among the Properties Acquired Assets for Tax purposes only in accordance with Section 1060 of the Code IRC and the Treasury regulations promulgated thereunder (the “Purchase Price AllocationAllocation Methodology”). Buyer shall have twenty Within One Hundred Eighty (20180) days from following the Closing Date, the Purchaser shall deliver to the Seller a schedule (the “Purchase Price Allocation Schedule”) allocating the Purchase Price among the Acquired Assets. The Purchase Price Allocation Schedule shall be prepared in reasonable detail and consistent with the Purchase Price Allocation Methodology. If the Seller does not provide any written comments within fifteen (15) days of receipt of the Purchase Price Allocation Schedule, then the Purchase Price Allocation Schedule as delivered by the Purchaser shall be final. If, within fifteen (15) days of the receipt of the Purchase Price Allocation or any update thereto Schedule, the Seller provides written comments thereto, the Parties Neenah-Wausau Asset Purchase Agreement shall cooperate in good faith to review resolve their differences. If the Purchaser and comment on the Seller are unable to reach agreement regarding the Purchase Price AllocationAllocation Schedule within fifteen (15) days following the Purchaser’s receipt of written comments from the Seller, then either the Purchaser or the Seller may by notice to the other submit to the Accounting Firm for determination, in accordance with this Section 2.7, the Purchase Price Allocation Schedule. Seller and Buyer shall thereafter use commercially reasonable efforts The Parties may seek to agree upon detailed terms of reference to the Accounting Firm, but the Accounting Firm shall be entitled in its absolute discretion, subject to the provisions of this Section 2.7, to settle and determine such detailed terms of reference whether with or without involving the Parties. The Parties shall each have the right to make submissions regarding the Purchase Price AllocationAllocation Schedule to the Accounting Firm within such period as the Accounting Firm may specify. The Accounting Firm shall act as an expert and not as arbitrator and its decision regarding the Purchase Price Allocation Schedule shall (in the absence of manifest error or fraud) be final and binding on the Parties. The costs of the Accounting Firm shall be paid by the Purchaser and the Seller equally unless the Accounting Firm otherwise directs having regard, without limitation, to the conduct of the Parties. Each Party shall be responsible for the costs of its submissions to the Accounting Firm. Each of the Parties will not take a position on any Tax Return, before any Governmental Body charged with the collection of any Tax, or in any Proceeding, that is in any way inconsistent with the Purchase Price Allocation Schedule and will cooperate with each other by timely filing all Tax Returns 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 Schedule on 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 forms 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 Properties and 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 the values of the Properties as so appraisedIRS. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. The Parties agree that the Purchase Price (iand other capitalized costs), together with the consideration represented by Buyer's assumption of the Bermuda Note from Alpharma Bermuda (the "Allocated Purchase Price"), will be allocated among the Asset Sellers, the Share Sellers and the Note Sellers for all purposes (including Tax and financial accounting purposes) No 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 than thirty (30) days time as may be reasonable after Closingthe Purchase Price is determined), Seller Buyer shall prepare and deliver to Buyer an allocation Seller a schedule that further allocates (i) the portion of the Base Allocated Purchase Price and assumed obligations shown on the Allocation Schedule for each Asset Seller, together with the Assumed Liabilities applicable to such Asset Seller, among the Properties in accordance with Section 1060 Acquired Assets sold by such Asset Seller to Buyer, and (ii) the portion of the Code and the Treasury regulations promulgated thereunder (the “Allocated Purchase Price Allocation”). Buyer 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 have twenty (20) days from allocate the receipt portion of the Allocated Purchase Price Allocation or any update thereto attributable to review and comment on each such Target Company, together with the Purchase Price Allocationliabilities of such Target Company, among the assets of such Target Company. Seller and If Buyer shall thereafter use commercially reasonable efforts does not receive written notice of Seller's objection to agree upon the Purchase Price Allocation. The Purchase Price Allocation such allocation within 30 days of its delivery to Seller, then such allocation shall be consistent with the final allocation set forth on Annex Aand each of Seller, taking into account any adjustments to the Base Purchase Price. Seller Buyer and their respective Affiliates 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 Allocationreport, act, 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 file Tax Returns (including Internal Revenue Service Form 8594 8594) in all respects and for all other information returns and supplements thereto required to purposes consistent with such allocation prepared by Buyer. If the Purchase Price is subsequently adjusted, the adjusted Purchase Price shall be filed by reasonably allocated among the parties under Section 1060 of the Code) assets in a manner consistent with such Purchase Price Allocation. (ii) If, notwithstanding Section 7.8(e)(i), agreed by Buyer and 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 Properties and 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 the values of the Properties as so appraisedmethodology previously used. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code."

Allocation of Purchase Price. (ia) No As soon as reasonably practicable following the Closing (but not later than one hundred twenty (120) days after the Closing Date), Buyer shall prepare and deliver to Sellers a schedule which shall set forth the allocation of the Purchase Price and the Assumed Liabilities among the Purchased Assets. Such allocation shall be based on an appraisal performed by Arthxx Xxxexxxx X.X.P. or another nationally-recognized independent accounting firm mutually satisfactory to Sellers and Buyer. Subject to the requirements of any applicable Tax law, all Tax Returns filed by Buyer and Sellers shall be prepared consistently with such allocation. Notwithstanding the foregoing, Buyer and Sellers shall, on or before the Closing Date, agree on the portion of the Purchase Price which shall be allocated to each parcel of Owned Real Property. With respect to any Owned Real Property, the allocation shall be made at least twenty (20) days before the Closing Date or otherwise in sufficient time before the Closing Date to allow for preclearance notification or other applicable clearance procedures under applicable law. (b) In the event of any Purchase Price adjustment pursuant to Section 1.5 hereof, Buyer and Sellers agree to adjust such allocation to reflect such Purchase Price adjustment and, subject to the requirements of any applicable Tax laws, to file consistently any Tax Returns required as a result of such Purchase Price adjustment. If no such agreement is reached within thirty (30) days after Closing(or such later date as is mutually agreed upon by both parties), Seller the matter or matters in dispute shall prepare and deliver be submitted to the appraiser selected by Buyer an under Section 6.1(a) above. The decision of such appraiser as to the allocation of the Base Purchase Price adjustment shall be final, conclusive and assumed obligations among binding upon Buyer and Sellers. (c) After the Properties Closing Date, Buyer shall prepare, in accordance consultation with Sellers or Sellers' accountants, those statements or forms (including Form 8594) required by Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”)thereunder. Buyer shall have twenty (20) days from the receipt of the Purchase Price Allocation Such statements 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 forms shall be consistent prepared consistently with the allocation set forth on Annex A, taking into account any adjustments to under this Section 6.1. Such statements or forms -35- 41 shall be filed by the Base Purchase Price. Seller shall use commercially reasonable efforts to update the Purchase Price Allocation in a manner consistent parties with their respective federal income Tax Returns as required by Section 1060 of the Code following any applicable adjustments to and the Base Purchase Price pursuant to this Agreement. Seller regulations promulgated thereunder and each party shall provide Buyer the other party with any a copy of such updated Purchase Price Allocation, and Buyer shall have thirty (30) days from the receipt of the Purchase Price Allocation statement 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 Allocationform as filed. (iid) If, notwithstanding Section 7.8(e)(i), Seller The fees 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 expenses 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 appraiser shall be borne one-half by Seller Sellers and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (ia) No later than thirty The Purchase Price (30including, for the avoidance of doubt, the dollar value of the Assumed Liabilities transferred to CanCo to the extent such Assumed Liabilities constitute part of the Purchase Price for Tax purposes) (the “Tax Purchase Price”) shall be allocated among the Purchased Assets taking account of and in accordance with the fair market value of such Purchased Assets. It is agreed that the portion of the Tax 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, Seller LCCI shall prepare and deliver to Buyer CanCo a schedule (an allocation of “Allocation Schedule”) allocating the Base Tax Purchase Price and assumed obligations among the Properties Purchased Assets, 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 such amounts reasonably determined by LCCI 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 principles set forth on Annex A, taking into account 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 adjustments objections CanCo may have to the Base Purchase Priceallocations set forth therein (an “Objections Notice”). Seller 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 the disputed items shall be resolved by the Accounting Firm, whose determination shall be final and binding on the Parties. The Accounting Firm shall resolve the dispute within 30 calendar days after the item has been referred to it. The costs, fees and expenses of the Accounting Firm shall be borne equally by LCCI and CanCo. (e) The Parties 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 allocations finally determined pursuant to this Agreement. Seller shall provide Buyer with any such updated Purchase Price Allocation, and Buyer shall have thirty Section 2.9 (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“Allocations”) in a manner consistent with such Purchase Price Allocation. (ii) If, notwithstanding Section 7.8(e)(i), Seller preparing 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 Pricefiling all required Tax Returns. The cost of such appraisal Parties shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, not take any position inconsistent with the allocation under Section 7.8(e) on Allocations upon any examination of any such Tax Return, in any refund claim or in any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” litigation. The Parties shall notify each other Party within ten Business Days if it receives written notice that any Tax authority proposes any allocation different the meaning of Section 1313(a)(1) of the CodeAllocations.

Allocation of Purchase Price. Prior to the Closing Date, the Buyer shall prepare and deliver to the Seller copies of Form 8594 and any required exhibits thereto (icollectively, the “Asset Allocation Statement”) No allocating the Purchase Price (including Assumed Liabilities) among the Acquired Assets in accordance with Section 1060 of the Internal Revenue Code and the Treasury regulations thereunder. The Seller shall have a period of thirty (30) days after delivery of the Asset Allocation Statement (the “Allocation 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 Seller shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after the 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 the Seller which in the sole judgment of such 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 its decision in reasonable detail, not later than thirty (30) days after Closingthe item has been referred to it. The costs, Seller shall prepare fees and deliver to Buyer an allocation expenses of the Base Purchase Price and assumed obligations among accountant shall be borne equally by the Properties in accordance with Section 1060 of the Code Buyer 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 AllocationSeller. The Purchase Price Allocation shall be consistent allocated in accordance with the allocation set forth on Annex AAsset Allocation Statement, 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 Allocationas finally determined, 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 income tax returns and supplements thereto required to be reports filed by the parties under Section 1060 of Buyer and the Code) in a manner consistent Seller shall be prepared consistently with such Purchase Price Allocationallocation. (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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (i) No later than Within thirty (30) days after Closingdetermining the calculation of Final Working Capital, Seller Purchaser shall prepare and deliver to Buyer an Seller a written statement setting forth the allocation of the Base Final Purchase Price and assumed obligations (together with balance sheet liabilities included among the Properties Assumed Liabilities and all other capitalized costs) among the Purchased Assets in accordance with Section Code §1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Purchase Price Proposed 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 the Proposed Allocation. If Seller does not deliver any comments to the Proposed Allocation by written notice to Purchaser within such thirty (30) day period, then the Proposed Allocation shall be final and binding on the Parties. If Seller does deliver comments to the Proposed Allocation by written notice to Purchaser within such thirty (30) day period, then Purchaser will review Seller’s comments and make any changes to the Proposed Allocation agreed to by Purchaser and, with respect to any comments by Seller not accepted by Purchaser, the Parties shall engage in good faith discussions regarding the same for a period of twenty (20) days. If the Parties are unable to resolve any differences on the Proposed Allocation within such twenty (20) day period, then Purchaser’s position on such disputed items shall prevail and control for purposes of this Section 5.9. The final determination of the allocation of the Final Purchase Price Allocation, after which Seller and Buyer shall reasonably agree on such adjustments. Seller and Buyer shall report (together with balance sheet liabilities included among the transactions contemplated hereby on all Tax Returns (including Form 8594 Assumed Liabilities and all other information returns and supplements thereto required capitalized costs) among the Purchased Assets pursuant to be filed by this Section 5.9 is the parties under Section 1060 of the Code) in a manner consistent with such Purchase Price “Final Allocation. (ii) If, notwithstanding Section 7.8(e)(i), ” Purchaser and Seller and Buyer do not agree on the Purchase Price Allocation or any adjustment theretotheir respective Affiliates shall report, Seller shall promptly engage a firm experienced act and file Tax Returns in such matters all respects and reasonably acceptable to Buyer, to conduct an appraisal and determine the fair market value of the Properties for all purposes consistent with the allocation set forth on Annex A taking into account any adjustments to the Base Purchase PriceFinal Allocation. The cost of such appraisal Neither Purchaser nor Seller shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, take any position (whether in audits, tax returns or otherwise) that is inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, Final Allocation unless required to do so by Applicable Laws applicable Law. In no event will the Proposed Allocation or a “determination,” within the meaning Final Allocation allocate an amount of Section 1313(a)(1) consideration to any Purchased Asset that is less than the tax basis of the Codesuch Purchased Asset.

Allocation of Purchase Price. (ia) No later than thirty The Purchase Price (30including any Assumed Liabilities treated as consideration for the Transferred Assets for Tax purposes) days after 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 and deliver to Buyer an allocation a draft Closing Allocation Schedule which shall include (i) the name, jurisdiction and address of each such Seller Party, (ii) 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 portion of the Purchase Price Allocation or any update thereto to review and comment on be paid to each such Seller Party, (iii) the portion of the Purchase Price Allocationto 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 and may deliver to Buyer shall thereafter use commercially reasonable efforts to agree upon a revised Closing Allocation Schedule, providing for a revised allocation of the Purchase Price Allocationamong the Seller Parties. 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 after receipt of such revised Closing Allocation Schedule or seventy five (75) days after the Purchase Price Closing Date if no revised Closing Allocation or any update thereto Schedule is provided to review and comment in writing on such adjustments 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 of the date hereof. Buyer and Seller shall reasonably cooperate to 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 Allocationpursuant to Section 2.10, after which Seller and Buyer shall reasonably agree on 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 adjustments. Seller and Buyer shall report in accordance with 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 principles of Section 1060 of the CodeCode (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 Buyer Parties for U.S. income Tax purposes. If Buyer timely notifies Seller within 30 days in writing that Buyer objects to 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 applicable tax purposes to receive a manner consistent payment from any Seller Party in exchange for or in connection with such Purchase Price Allocationassuming any deferred revenue (or similar obligation) of or attributable to any Seller Party as a result of the transactions contemplated by this Agreement. (iic) IfNotwithstanding anything in this agreement, notwithstanding 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 7.8(e)(i)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 and Buyer do not agree on or Buyer, as the Purchase Price Allocation or any adjustment theretocase may be, Seller shall promptly engage a firm experienced notify the other party of the nature of such dispute, and shall cooperate in good faith to preserve the effectiveness of such matters and reasonably acceptable to Buyerallocations, to conduct an appraisal and determine the fair market value of the Properties extent consistent with the allocation set forth on Annex A taking into account any adjustments to the Base Purchase Price. The cost Law and final decisions of such appraisal Governmental Body (provided, however, that nothing herein shall be borne one-half prevent a party from settling any proposed deficiency or adjustment by Seller and one-half by Buyer. Seller and Buyer agree a Governmental Body or require a party to allocate contest the Purchase Price among the Properties and report the transactions contemplated hereby on all Tax Returns (including Form 8594 and all other information returns and supplements thereto required decision of a Governmental Body in court proceedings or to be filed by the parties under Section 1060 appeal a court ruling to a court of the Code) in a manner consistent with the values of the Properties as so appraisedhigher instance). (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (ia) No later than thirty (30) days after Seller and Purchaser agree that prior to the Closing, Seller shall prepare and deliver to Buyer an allocation of the Base Purchase Price and assumed obligations shall be allocated among the Properties 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 Treasury regulations promulgated thereunder (Closing. Seller and Purchaser each shall prepare a mutually acceptable and substantially identical IRS Form 8594 "Asset Acquisition Statements Under Section 1060" consistent with the “Purchase Price Allocation”)Allocation Schedule which the Parties shall use to report the transactions contemplated by this Agreement to the applicable Taxing Authorities. Buyer 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 have twenty (20) days from not, without the receipt 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 Allocation or any update thereto 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 review such responsibilities and comment on the Purchase Price Allocation. obligations. (b) If Purchaser and Seller and Buyer shall thereafter use commercially reasonable efforts are unable 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 Schedule within fifteen (15) days prior to the Base Purchase Price. scheduled Closing Date, Purchaser and Seller shall use commercially reasonable efforts refer the matter to update Independent Accountants, which shall determine the Purchase Price Allocation Schedule (including any valuations) in accordance with the provisions set forth in this SECTION 3.6(b). The Independent Accountants shall be instructed to deliver to Purchaser and Seller 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 written determination of the Purchase Price Allocation or any update thereto to review and comment on such adjustments Schedule within ten (10) days from the date of referral thereof to the Purchase Price AllocationIndependent Accountants. For purposes of this SECTION 3.6(b) and whenever the Independent Accountants are retained to resolve a dispute between the Parties under this Agreement, 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 Independent Accountants may determine the fair market value of the Properties issues in dispute following such procedures, consistent with the allocation set forth on Annex A taking into account any adjustments provisions of this Agreement, as they deem appropriate in the circumstances and with reference to the Base Purchase Priceamounts in issue. The cost Parties do not intend to impose any particular procedures upon the Independent Accountants, it being the desire of the Parties that any such appraisal disagreement shall be borne one-half by Seller resolved as expeditiously and one-half by Buyerinexpensively as reasonably practicable. Seller The Independent Accountants shall have no liability to the Parties in connection with such services except for acts of bad faith, willful misconduct or gross negligence, and Buyer agree the Parties shall provide such indemnities to allocate the Purchase Price among Independent Accountants as they may reasonably request. Except in the Properties and report case of fraud or manifest error, 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 finding of the Code) in a manner consistent with Independent Accountants shall be final and binding on the values Parties. Purchaser and Seller shall share equally the fees and disbursements of the Properties as so appraisedIndependent Accountants in connection with resolving the dispute. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Seller shall prepare and deliver to Payment by 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 into Sellers’ Account shall constitute payment by Buyer to review and comment on the Purchase Price Allocation. each Seller and Buyer shall thereafter use commercially reasonable efforts satisfaction of Buyer’s obligation to agree upon the Purchase Price Allocation. The Purchase Price Allocation pay such amount hereunder, and Sellers’ Representative shall be consistent with the allocation set forth on Annex A, taking into account any adjustments solely responsible for allocating and distributing to the Base Purchase Price. each 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 Seller’s respective share of the Purchase Price Allocation or any update thereto to review and comment on such adjustments to from Sellers’ Account. Once Buyer completes the payment of the Purchase Price Allocationunder this Agreement into Sellers’ Account, after which Seller and Buyer shall reasonably agree 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 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 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 Deemed Purchase Price payable to any Seller shall be reduced by the aggregate exercise price of all Warrants and Stock Options being transferred by such Seller to the Buyer at Closing. The portion of the Purchase Price allocated to each Seller shall be paid and distributed to such Seller in cash or its 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. At the Closing, Sellers’ Representative may withhold from the proceeds otherwise distributable to each Seller hereunder, and pay, such Seller’s pro-rata portion of any fees or expenses incurred by or on such adjustments. Seller and Buyer shall report behalf of Sellers in connection with the transactions contemplated hereby on all Tax Returns (including Form 8594 and all other information returns and supplements thereto hereby. Buyer shall be entitled to withhold from any payment to Sellers’ Account any amount required to be filed by the parties withheld under Section 1060 of the Code) in a manner consistent with applicable Law. Any 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 Properties and report the transactions contemplated hereby on all Tax Returns (including Form 8594 and all other information returns and supplements thereto amount so required to be filed withheld by Buyer or the parties under Section 1060 of the Code) in a manner consistent with the values of the Properties Companies shall be deemed as so appraisedactually paid to such Seller. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (ia) No Within thirty (30) days following the Closing, Buyer shall deliver to Sellers a statement allocating the Purchase Price plus other amounts treated as consideration for federal income tax purposes among the Purchased Assets (the “Purchase Price Allocation Statement”). Buyer and Seller shall agree in good faith to revisions to the Purchase Price Allocation Statement to reflect any purchase price adjustments. In the event that Buyer and Sellers are unable to agree on the Purchase Price Allocation Statement within thirty (30) days following Buyer’s delivery of 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 after Closing, Seller shall prepare and deliver to Buyer an allocation from the date of engagement of the Base Purchase Price Independent Accountant), a report setting forth such calculation. Such report shall be final and assumed obligations among the Properties in accordance with Section 1060 binding upon Buyer and Sellers. The fees, costs and expenses of the Code Independent Accountant’s review and report shall be allocated to and borne by Buyer and Sellers based on the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”). Buyer shall have twenty (20) days from the receipt inverse of the Purchase Price Allocation or any update thereto to review and comment on percentage that 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 Independent Accountant’s determination (before such allocation) bears to the Base Purchase Price. Seller shall use commercially reasonable efforts to update the Purchase Price Allocation in a manner consistent with Section 1060 total amount of the Code following any applicable adjustments total items in dispute as originally submitted 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 AllocationIndependent Accountant. (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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. The Parties agree that the Purchase Price (iand other capitalized costs) No 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 than thirty (30) days time as may be reasonable after Closingthe Purchase Price is determined), Seller Buyer shall prepare and deliver to Buyer an allocation of Seller a schedule that further allocates (i) 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 portion of the Purchase Price Allocation or any update thereto to review (and comment other capitalized costs) shown 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 Schedule for each Asset Seller, together with the allocation set forth on Annex AAssumed Liabilities applicable to such Asset Seller, taking into account any adjustments among the Acquired Assets sold by such Asset Seller 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 AllocationBuyer, and Buyer shall have thirty (30ii) days from the receipt portion of the Purchase Price (and other capitalized costs) shown on the Allocation or any update thereto Schedule for each seller of Target Shares among the Target Companies sold by such seller; provided that, if the Parties make a Section 338(h)(10) election with respect to review and comment on the sale of the U.S. Target Companies, such adjustments to schedule shall allocate the portion of the Purchase Price Allocation(and other capitalized costs) attributable to each U.S. Target Company, after which Seller together with the liabilities of such Target Company, among the assets of such 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 such allocation shall be the final allocation and each of Seller, Buyer and their respective Affiliates shall reasonably agree on such adjustments. Seller report, act, and Buyer shall report the transactions contemplated hereby on all file Tax Returns (including Internal Revenue Service Form 8594 8594) in all respects and for all other information returns and supplements thereto required to purposes consistent with such allocation prepared by Buyer. If the Purchase Price is subsequently adjusted, the adjusted Purchase Price shall be filed by reasonably allocated among the parties under Section 1060 of the Code) assets in a manner consistent with such Purchase Price Allocation. (ii) If, notwithstanding Section 7.8(e)(i), agreed by Buyer and 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 Properties and 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 the values of the Properties as so appraisedmethodology previously used. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (ia) No later than thirty (30) days after Closing, Seller shall prepare Buyer 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 agree on an allocation of the Purchase Price (the “Allocation”) prior to the Principal Closing Date. The Allocation shall allocate the Purchase Price and Assumed Liabilities among each of the Transferred Assets and Transferred Equity Interests (and among the assets held by Cordis Corporation) in a manner that incorporates, reflects and is consistent with Section Sections 1060 and 338 of the Code following any applicable adjustments and this Section 2.05(a). (b) Within forty-five (45) calendar days after the date of this Agreement, Seller shall deliver a reasonable draft of the Allocation (the “Proposed Allocation”) to Buyer. Except as provided in subparagraphs (c) and (d) of this Section 2.05, at the close of business on the forty-fifth (45th) 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 Base Purchase Price pursuant Disclosure Letter (the “Allocation Schedule”), and shall be the Allocation. (c) Buyer shall raise any objection (so long as such objection is reasonable) to this Agreementthe Proposed Allocation in writing within forty-five (45) calendar days of the delivery of the Proposed Allocation. Buyer and Seller shall provide Buyer with negotiate in good faith to resolve any such updated Purchase Price Allocation, and Buyer shall have differences within thirty (30) calendar days from after delivery of Buyer’s objection. If Buyer and Seller reach written agreement amending the receipt Proposed Allocation within such thirty (30) calendar day period the Proposed Allocation, as so amended, shall become binding upon Buyer and 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 of this Agreement shall not apply to any dispute described in this Section 2.05. If Buyer and Seller cannot agree on the Allocation within thirty (30) calendar days after delivery of Buyer’s objection, then all remaining disputed items shall be submitted for 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 within thirty (30) calendar days after such submission. The Proposed Allocation shall be amended in accordance with the findings of such independent appraisal firm, and the Proposed Allocation, as so amended, shall become binding upon Buyer and Seller, shall be set forth in the Allocation Schedule, and shall be the Allocation. The fees, costs and expenses of the Purchase Price independent appraisal firm shall be borne equally by Buyer and Seller. (e) The Allocation or shall be amended to reflect any update thereto to review and comment on such adjustments (including those described in Section 2.04) to the Purchase Price Allocationunder this Agreement. If, after which Seller all adjustments to the Allocation are made, the Allocation with respect to 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 Applicable 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. (f) Each of Seller, Buyer and their respective Affiliates shall reasonably agree on such adjustments. Seller prepare and Buyer shall report the transactions contemplated hereby on all file its Tax Returns (including Internal Revenue Service Form 8594 8594) on a basis consistent with the Allocation and all shall take no position inconsistent with the Allocation on any Tax Return or in any proceeding before any Taxing Authority or otherwise. In the event that the Allocation is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other information returns party hereto, and supplements thereto required both Seller and Buyer agree to be filed 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 parties under Section 1060 Applicable 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 Country Unit and (B) determining the amount of any payments made on the Principal Closing Date to the 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 Code) rights or obligations of the parties set forth in a manner consistent this Section 2.05 and shall not be used for any purpose in resolving, or result in any prejudice with such Purchase Price respect to, any dispute with respect to the Proposed Allocation or the Allocation. (ii) If, notwithstanding Section 7.8(e)(i), Seller and Buyer do To the extent that the amounts paid to any Selling Affiliate on the Principal Closing Date are not agree on equal to the portion of the Purchase Price allocated to such Selling Affiliate in the Allocation or (with respect to any adjustment theretoSelling Affiliate, 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 “Allocated 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or and shall permit any of cause their respective Affiliates to taketake all necessary actions to refund, repay and redistribute as promptly as reasonably practicable any position inconsistent with 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 redistributions, the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required amounts received by each Selling Affiliate shall be equal to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codesuch Selling Affiliate’s Allocated Purchase Price.

Allocation of Purchase Price. (a) Within sixty (60) days after the Final Initial Closing Date Net Worth Amount is finally determined pursuant to Section 3.3, Buyer shall provide Seller with a schedule containing an allocation, subject to adjustment pursuant to the penultimate sentence of this Section 3.8(a) and Section 3.8(b), of each of (i) No later than thirty the sum of the Initial Purchase Price, as adjusted pursuant to Section 3.2 and Section 3.3, and the Assumed Liabilities among the Purchased Assets and the Sub Shares, and (30ii) such portion thereof as Buyer has allocated to the Purchased Assets among the Purchased Assets. Such allocation schedule shall be deemed to be accepted by Seller, and shall be final and binding on Seller and Buyer, unless Seller provides written notice to Buyer of any reasonable objections thereto within five (5) business days after receipt of such allocation schedule. If Seller timely provides such written notice, Seller and Buyer shall negotiate in good faith to resolve Seller's objections and to agree on a mutually acceptable allocation schedule. If Seller and Buyer are able to agree on a mutually acceptable allocation schedule within (10) days after ClosingBuyer's receipt of Seller's written notice of objection, then such allocation schedule shall be final and binding on Seller and Buyer. If Seller and Buyer are unable to agree to a mutually acceptable allocation schedule within such period, then they shall prepare engage the Independent Accountant to determine the allocation schedule. The fees and deliver expenses of the Independent Accountant relating to such determination shall be borne and paid 50%/50% by each of Seller and Buyer. The Independent Accountant's determination of an allocation schedule shall be final and binding on Seller and Buyer. Any Earnout Purchase Price determined pursuant to Section 3.6 shall be allocated among the Purchased Assets and the Sub Shares in the same proportion as provided in the allocation schedule that is final and binding on Seller and Buyer an pursuant to this Section 3.8(a), and any amount so allocated to the Purchased Assets shall be allocated among the Purchased Assets in accordance with procedures similar to those described above relating to the allocation of the Base Initial Purchase Price, as adjusted pursuant to Section 3.2 and Section 3.3, and the Assumed Liabilities. (b) Within forty-five (45) days after the Final Subsequent Closing Date Net Worth Amount is finally determined pursuant to Section 3.5, Buyer shall provide Seller with a schedule containing an allocation, determined in Buyer's sole and reasonable discretion, of (i) the Subsequent Purchase Price and assumed obligations among the Properties Purchased Assets and the Sub Shares and (ii) such portion of the Subsequent Purchase Price as Buyer has allocated to the Purchased Assets, if any, among the Purchased Assets. Such allocation shall be final and binding on the parties. (c) The allocations provided for in this Section 3.8 shall be prepared 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 AllocationCode, 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 each party shall report the transactions Tax consequences of the purchase and sale contemplated hereby on all Tax Returns (including the filing of Internal Revenue Service Form 8594 and all other information returns and supplements thereto required to be filed by the parties under Section 1060 in respect of the CodePurchased Assets) in a manner consistent with such Purchase Price Allocation. (ii) Ifallocations. Buyer and Seller agree to file their Tax Returns and IRS Form 8594 consistent with such allocations. If any such Tax Return filed by Buyer, notwithstanding Section 7.8(e)(i)Seller, Seller EEMS or SM-India is challenged by a Tax authority the filing party shall assert in good faith the validity and Buyer do correctness of such allocation and such party shall not agree on the Purchase Price Allocation or to any adjustment thereto, Seller shall promptly engage a firm experienced in to such matters and reasonably acceptable to Buyer, to conduct an appraisal and determine allocations without obtaining the fair market value prior written consent of the Properties consistent with other party (which consent shall not be unreasonably withheld or delayed). If any such Tax Return is challenged as herein described, the allocation set forth on Annex A taking into account any adjustments to party filing such Tax Return shall keep the Base Purchase Price. The cost other party apprised of its decisions and the current status and progress of all administrative and judicial proceedings, if any, that are undertaken at the election 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 Properties and 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 party with the values of the Properties as so appraisedrespect thereto. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Seller The parties hereby agree that they shall prepare and deliver to Buyer an allocation of allocate the Base Purchase Price and assumed obligations among the Properties Broadcasting Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder thereunder. Buyer and Granite will conform to the same allocation of the Purchase Price, and will utilize such allocation consistently for both tax and financial accounting purposes. Buyer and Granite shall cooperate in preparing, on a basis consistent with such allocation, Internal Revenue Form 8594, and shall timely file such form with the Internal Revenue Service. Within forty-five (45) days after the “Closing Date, Buyer shall deliver to Granite an initial schedule allocating the Purchase Price Allocation”)among the Broadcasting Assets. Such allocation shall be final and binding upon Sellers and Buyer shall have unless within twenty (20) days from the of receipt thereof Granite gives written notice to Buyer that it does not consent to such allocation, provided, that Granite's consent may not be unreasonably withheld. If Granite notifies Buyer within such 20-day period that it is reasonably 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 thirty (30) days, Buyer and Granite shall cause an appraisal of the Purchase Price Allocation or any update thereto Broadcasting Assets to review be performed and comment on the Purchase Price Allocation. Seller completed by such appraisal firm as Granite and Buyer shall thereafter use commercially reasonable efforts mutually designate, with expenses in connection with such appraisal to agree upon the Purchase Price Allocationbe borne equally by Granite and Buyer. The Purchase Price Allocation Such appraisal shall be consistent comply in all respects 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 applicable requirements of Section 1060 of the Code following any applicable adjustments to and the Base Purchase Price pursuant to this Agreement. Seller regulations promulgated thereunder and 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 be binding 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 for the purpose 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 allocating the Purchase Price among the Properties and report the transactions contemplated hereby on all Tax Returns (including Form 8594 and all other information returns and supplements thereto required Broadcasting Assets. If any taxing authority makes or proposes to be filed by the parties under Section 1060 make an allocation of the Code) Purchase Price in a manner consistent that differs materially from that described in this Section 2.2.2, the parties each shall have the right, at each such party's election and expense, to contest such taxing authority's determination. In the event of such a contest, the other party agrees to cooperate reasonably with the values of contesting party but such other party shall have the Properties right to file such protective claims or take such other actions as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless may reasonably be required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codeprotect its interests.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Seller The Purchase Price and Assumed Liabilities shall be separately allocated for Tax purposes among the Foreign Purchased Assets and the U.S. Purchased Assets as of the Effective Time. Buyer shall prepare and deliver to Buyer Seller for review an allocation schedule setting forth Buyer’s determination of such allocation (the Base “Allocation Schedule”) within sixty (60) days after the Purchase Price and assumed obligations among is finally determined pursuant to Section 3.2, which Allocation Schedule, to the Properties extent it related to the U.S. Purchased Assets, shall be in accordance with Section 1060 of the Code and Code. Within thirty (30) days after receipt of such Allocation Schedule, Seller will notify Buyer in writing of any changes it proposes to the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”)Allocation Schedule. Buyer shall have twenty and Seller will endeavor in good faith to resolve any differences between them with respect to the Allocation Schedule within thirty (2030) days from the after Buyer’s receipt of written notice given by Seller pursuant to the Purchase Price preceding sentence and, if they are able to do so, the Allocation or any update thereto to review and comment on Schedule shall become final; provided, however, that in 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 event there are 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. , Buyer and Seller shall provide agree upon a revision to the Allocation Schedule that reflects the proportionate change amongst those classes of assets (or assets that correspond to the Assumed Liabilities), including goodwill, that caused the adjustment to the Purchase Price. If Buyer and Seller are unable to resolve any dispute with any such updated Purchase Price Allocation, and Buyer shall have respect to the Allocation Schedule within thirty (30) days, then within ten (10) days from the receipt of the Purchase Price Allocation election of either the Seller or any update thereto Buyer, such dispute shall be resolved by the Independent Accountant in accordance with Section 3.2. Buyer and Seller agree to review file Internal Revenue Service (“IRS”) Form(s) 8594 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 accordance with the allocation set forth on Annex A taking into account any adjustments Allocation Schedule, as adjusted pursuant to the Base Purchase Price. The cost preceding sentence, and neither of such appraisal them shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and report the transactions contemplated hereby on all thereafter take a 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, otherwise that is inconsistent with such allocation unless required to do so pursuant to an audit or other inquiry or examination by Applicable Laws the IRS or other Governmental Authority. Should a “determination,” within disagreement arise with the meaning of Section 1313(a)(1) of IRS or other Governmental Authority with respect to the Codeagreed-upon allocation among the Purchased Assets, any party may negotiate a change to such allocation that is inconsistent with the Allocation Schedule if necessary to settle an examination dispute with the IRS or other Governmental Authority, which shall be deemed to be done for settlement purposes only, so as to not impact the other party’s Tax Return positions.

Allocation of Purchase Price. Seller and Buyer agree that the Purchase Price and the Assumed Liabilities (iplus other relevant items) No later than thirty shall be allocated among the Purchased Assets for all Tax purposes in accordance with the allocation methodology set forth on Exhibit E (30) the “Allocation Methodology”). Within 90 days after Closingfollowing the date that the Post-Closing Adjustment is finalized pursuant to Section 2.06, Seller Buyer shall prepare and deliver to Buyer Seller an allocation of the Base Purchase Price and assumed obligations among Assumed Liabilities to the Properties 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 Code allocation that Seller objects to one or more items reflected in the allocation, Seller and the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”). Buyer shall have twenty (20) negotiate in good faith to resolve such dispute; provided, that if Seller and Xxxxx are unable to resolve any dispute within 30 days following Xxxxx’s receipt of the written objection from Seller, such dispute shall be resolved by the receipt Independent Accountant. 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 Buyer. The final allocation of the Purchase Price Allocation and Assumed Liabilities as determined by Buyer if Seller does not timely object, as agreed to by Xxxxx and Seller or any update thereto to review and comment on as determined by the Purchase Price Allocation. Seller and Buyer shall thereafter use commercially reasonable efforts to agree upon the Purchase Price Allocation. The Purchase Price Allocation Independent Accountant, as applicable, shall be consistent with referred to as the allocation set forth on Annex A, taking into account any adjustments to the Base Purchase Price“Allocation Schedule”. Buyer and 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 prepare 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 Properties and 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 the values of Allocation Schedule. Any adjustments to the Properties as so appraised. (iii) Neither Seller nor Buyer Purchase Price pursuant to Section 2.06 herein shall take, or shall permit any of their respective Affiliates to take, any position inconsistent be allocated in a manner consistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the CodeAllocation Schedule.

Allocation of Purchase Price. (ia) No As soon as reasonably practicable, but not later than one hundred twenty (120) days following the Closing, Purchaser shall prepare and deliver to Sellers a schedule which shall set forth the allocation of the Purchase Price among the Purchased Assets and the Assumed Liabilities (the "Purchaser's Allocation"). Sellers shall accept and agree to the Purchaser's Allocation unless such allocation is manifestly unreasonable, in which case Sellers shall deliver written notice to Purchaser within thirty (30) days after Closingreceipt of the Purchaser's Allocation. Any payments pursuant to Section 2.7 resulting from a change in the Purchased Assets and Assumed Liabilities shall be allocated to the portion of the Purchase Price paid with respect to the Purchased Assets. Any payment pursuant to Section 2.5(d) shall be allocated to the Purchased Assets. Subject to the requirements of any applicable Tax law, Seller all Tax Returns filed by Purchaser and Sellers shall prepare be prepared consistently with such allocation. (b) In the event of any Purchase Price adjustment pursuant to Section 2.7 hereof after the delivery of the Adjustment Report by Purchaser, Purchaser and deliver Sellers agree to Buyer an adjust the allocation of the Base Purchase Price and assumed obligations among Assumed Liabilities to reflect such Purchase Price adjustment and, subject to the Properties requirements of any applicable Tax laws, to file consistently any Tax Returns required as a result of such Purchase Price adjustment. In the event of any payment pursuant to Section 2.5(d) hereof after the delivery of the Adjustment Report, Purchaser and Sellers agree to adjust the allocation of the Purchase Price and Assumed Liabilities to reflect such payment, and, subject to the requirements of any applicable Tax law, to file consistently any Tax Returns required as a result of such payment. (c) If Purchaser and Sellers are unable to agree upon any of the matters set forth in accordance Section 2.12(a) or (b), within thirty (30) days (or such later date as is mutually agreed upon by both parties), the matter or matters in dispute shall be submitted to the Arbiter or, if none was retained, to independent accountants of nationally recognized standing reasonably satisfactory to Purchaser and Sellers. (d) After the Closing Date, Sellers shall prepare, in consultation with the Purchaser and Purchaser's accountants, those statements or forms (including Form 8594) required by Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”)thereunder. Buyer shall have twenty (20) days from the receipt of the Purchase Price Allocation Such statements 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 forms shall be consistent prepared consistently with the allocation set forth on Annex Aunder this Section 2.12, taking into account as adjusted to reflect any adjustments adjustment pursuant to Section 2.7 and any payment pursuant to Section 2.5(d). Such statements or forms shall be filed by the Base Purchase Price. Seller shall use commercially reasonable efforts to update the Purchase Price Allocation in a manner consistent parties with their respective federal income Tax Returns as required by Section 1060 of the Code following any applicable adjustments to and the Base Purchase Price pursuant to this Agreement. Seller regulations promulgated thereunder and each party shall provide Buyer the other party 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 copy 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 Properties and 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 the values of the Properties statement or form as so appraisedfiled. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (ia) No later than thirty (30) days after Closing, Seller The Parties shall prepare and deliver to Buyer agree on an allocation and, as applicable, to cause their relevant Affiliates to agree to such allocation, of the Base Final Purchase Price and assumed obligations any other items that are treated as additional consideration for Tax purposes (together, the “Tax Purchase Price,” and such allocation, the “Purchase Price Allocation”) among the Properties Purchased Assets (including the assets of the Company). The Purchase Price Allocation shall be determined by the Parties acting in good faith on an arm’s length basis and in accordance with Section 1060 of the Code and any similar provision of state, local, or non-U.S. Law. Within sixty (60) calendar days after the Treasury regulations promulgated thereunder finalization of the Final Closing Statement, Buxxx xhall deliver to the Sellers a draft Purchase Price Allocation with respect to the Tax Purchase Price. If within thirty (30) days after the Sellers’ receipt of the draft Purchase Price Allocation, the Sellers have not objected in writing to such draft Purchase Price Allocation, it shall become final. In the event that the Sellers object in writing within such 30-day period, the Parties shall negotiate in good faith to resolve the dispute. (b) If, after thirty (30) days of the Sellers submitting to Buyer its written objection to the Buyer’s proposed Purchase Price Allocation the Parties are unable to reach an agreed Purchase Price Allocation, then the Sellers shall have the right to deliver notice to Buyer of its intent to refer the matter for resolution to the Settlement Accountant. Buyer and the Sellers will each deliver to the other and to the Settlement Accountant a notice setting forth in reasonable detail their proposed Purchase Price Allocation allocations. Within thirty (30) calendar days after receipt thereof, the Settlement Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by the Parties or determined by the Settlement Accountant (the “Purchase Price Final Allocation”) shall be final, binding and conclusive on the Parties). Buyer One-half of all fees, costs and expenses of retaining the Settlement Accountant shall have twenty be borne by the Sellers and one-half of such fees, costs and expenses of retaining the Settlement Accountant shall be borne by Buyer. Each party will bear the costs of its own counsel, witnesses (20if any) days from and employees. (c) The Parties shall file their Tax Returns (and IRS Form 8594, if applicable) on the receipt basis of the Final Allocation in accordance with Section 2.10(b), as it may be finally agreed by the Parties and as it may be amended pursuant to any adjustment to the Tax Purchase Price Allocation Price, and no Party shall thereafter take a Tax Return position or any update thereto other position for applicable Tax purposes that is inconsistent with such Final Allocation unless otherwise required pursuant 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 a final “determination” as defined in a manner consistent with Section 1060 1313(a) of the Code following by a Tax authority; provided, however, that nothing contained herein shall prevent the Parties from reasonably settling any applicable adjustments to proposed deficiency or adjustment by any Tax authority based upon or arising out of the Base Purchase Price pursuant to this Agreement. Seller shall provide Buyer with any such updated Purchase Price Allocation, and Buyer the Parties 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 not be required to be filed litigate before any court any proposed deficiency or adjustment 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return authority challenging such proposed deficiency or otherwise, unless required to do so adjustment by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codeany Tax authority.

Allocation of Purchase Price. (i) No later than thirty (30) days after Following the Closing, Seller Purchaser shall also prepare and deliver to Buyer an Seller a proposed allocation of the Base Purchase Price and assumed obligations among other consideration paid in exchange for the Properties Purchased Assets, prepared in accordance with Section 1060 1060, and if applicable, Section 338, of the Tax 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. The 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 after the receipt delivery of the Purchase Price Allocation or any update thereto to review and comment on such adjustments consent to the Purchase Price Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the Seller consents to the 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 Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Final Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the Seller does not agree on consent to such Allocation, the Purchase Price Allocation or any adjustment thereto, Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the Seller shall attempt in good faith to promptly engage resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.5, such disagreement shall be resolved by an independent accounting firm experienced in such matters chosen by Purchaser and reasonably acceptable to Buyerthe Seller, to conduct an appraisal and determine such resolution shall be final and binding on 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 PriceParties. The cost fees and expenses of such appraisal accounting firm shall be borne one-half equally by Purchaser, on the one hand, and the Seller, on the other hand. The Seller shall provide Purchaser, and one-half by Buyer. Seller and Buyer agree Purchaser shall provide the Seller, with a copy of any information described above required to allocate the Purchase Price among the Properties and report be furnished to any Taxing Authority in connection with 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 the values of the Properties as so appraisedherein. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (i) No later than thirty (30) days after ClosingBuyer, HOST and its Subsidiaries and Seller shall prepare and deliver agree to Buyer an allocation of allocate the Base Final Purchase Price and assumed obligations among the Properties liabilities of HOST and its Subsidiaries (and all other relevant items) to the assets of HOST and its Subsidiaries in accordance with Section Sections 338 and 1060 of the Code and the Treasury regulations promulgated 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 deliver to Seller an allocation of the Final Purchase Price and the 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 Closing Date determined in a manner consistent with §9(h) of the Disclosure Schedule (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 binding on all Parties for all purposes. None of the Parties will take any position on any Tax Return, before any governmental entity charged with the allocation set forth on Annex A, taking into account collection of any adjustments to the Base Purchase Price. Seller shall use commercially reasonable efforts to update Tax or in any judicial proceeding that is in any way inconsistent with the Purchase Price Allocation and will cooperate with each other in a manner timely preparing and will timely file IRS Form 8883 consistent with Section 1060 of such allocation with the Code following IRS. If any applicable adjustments adjustment is subsequently made to the Base Final Purchase Price pursuant to the terms of this AgreementAgreement or other relevant items, 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. 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 The Parties agree 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 file 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 Properties and 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) reports in a manner consistent with the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1schedule set forth in §9(h) of the CodeDisclosure Schedule.

Allocation of Purchase Price. (ia) No later than thirty (30) days after Closing, Seller shall prepare and deliver to Buyer an allocation of agree that the Base Purchase Price and assumed obligations shall be allocated among the Properties 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 Purchased Assets, grouped by the seven asset classes referred to in Treasury Regulation section 1.1060-1(c) and described in Treasury Regulation section 1.338-6(b) (the “Purchase Price Allocation Schedule”). Within 30 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. In the event that Seller proposes changes to Buyer’s proposed Purchase Price Allocation Schedule within the 30 Business Day period described above, Seller and Buyer shall cooperate in good faith to mutually agree upon a Purchase Price Allocation Schedule as 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 Section 2.7(b), which the Parties shall use to report the transactions contemplated by this Agreement to the applicable Taxing Authorities. Each of Seller and Buyer agrees to provide the other promptly with any other information required to complete Form 8594. The Base Purchase Price Allocation Schedule and any Purchase Price Allocation Schedule shall be revised to take into account subsequent adjustments to the Purchase Price, including any indemnification payments (which shall be treated for Tax purposes as adjustments to the Purchase Price), in accordance with the provisions of 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 AllocationRegulations thereunder. (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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, The Buyer and the Seller shall prepare and deliver ---------------------------- use their good faith best efforts to Buyer agree upon an allocation among the Acquired Assets of the Base sum of the Purchase Price and assumed obligations among the Properties in accordance Assumed Liabilities consistent with Section 1060 of the Code and the Treasury regulations promulgated Regulations thereunder within 120 days of the Effective Date (or such later date as the Parties may mutually agree) but in no event fewer than 30 days prior to the Closing. Because the assets of the Decommissioning Trust and the Provisional Trust (if any) are exclusively and unalterably dedicated to secure the liability for decommissioning Pilgrim when its license expires, the Parties intend and expect that the Buyer's assumption of the Pilgrim decommissioning liabilities pursuant to Section 2.3(e) will constitute purchase price paid for Seller's right, title and interest in the Decommissioning Trust and the Provisional Trust, and concomitantly intend that purchase price represented by such assumed liabilities will be allocated between the Decommissioning Trust and the Provisional Trust in proportion to their respective fair market values as of the Closing Date. The Buyer and the Seller may jointly agree to obtain the services of an independent engineer or appraiser (the “Purchase Price Allocation”). Buyer shall have twenty (20"Independent Appraiser") days from to assist the receipt Parties in determining the fair value of the Purchase Price Allocation or any update thereto Acquired Assets solely for purposes of such allocation under this Section 2.7. If such an appraisal is made, both the Buyer and the Seller agree to review and comment on accept the Purchase Price Allocation. Seller and Buyer shall thereafter use commercially reasonable efforts to agree upon Independent Appraiser's determination of the Purchase Price Allocationfair value of the Acquired Assets. The Purchase Price Allocation cost of the appraisal shall be consistent 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, state, local and foreign Tax Returns in accordance with the allocation set forth on Annex A, taking into account any adjustments such agreed allocation. Except to the Base Purchase Price. extent required to comply with audit determinations by a taxing authority with jurisdiction over either party, both the Buyer and the 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 by this Agreement and the Related Agreements for federal Income 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 Properties and 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) purposes in a manner consistent with the values allocation determined pursuant to this Section 2.7. Each of the Properties as so appraised. (iii) Neither Buyer and the Seller nor Buyer shall take, or shall permit agrees to provide the other promptly with any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless other information required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) complete Form 8594. Each of the CodeBuyer and the Seller shall notify and provide the other with reasonable assistance in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Purchase Price.

Allocation of Purchase Price. The Purchase Price shall be allocated among the Seller and the Selling Subsidiaries on the basis of the relative fair market value of the Shares, the Business Assets and the Seller covenant not to compete described in Section 5.14. The initial allocation (ithe “Initial Allocation”) No later than shall be prepared by Seller for the review and approval of Buyer within five (5) Business Days after the date hereof for the review and approval of Buyer. If within thirty (30) days after Closingdelivery of the Initial Allocation, Buyer notifies Seller in writing that Buyer objects to the allocation set forth in the Allocation, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within twenty (20) days thereafter. In the event that Buyer and Seller are unable to resolve such dispute within such twenty (20) days, Buyer and Seller shall, within ten (10) days after such twenty (20) day period, submit such disputed items to the CPA Firm for resolution under the procedures set forth in Section 2.6(c). Additionally, Seller shall prepare and deliver to Buyer an allocation agree that the portion of the Base Purchase Price and assumed obligations allocated pursuant to the Initial Allocation to businesses where Seller or any Selling Subsidiary is selling assets (including sales of stock where section 338(h)(10) elections are being made) shall be further allocated (the “Asset Allocation”) among the Properties GMS Assets sold by Seller or any Selling Subsidiary as required by Section 1060 of the Code on the basis of the fair market value of the respective assets. In addition, any Adjustment Payment shall be treated as a Purchase Price adjustment and allocated (the “Adjustment Allocation”) in accordance a manner consistent with the Initial Allocation. The Asset Allocation and the Adjustement Allocation shall be prepared by Seller for the review and approval of Buyer within twenty (20) Business Days after the date on which the Final Closing Working Capital Statement is determined. If within thirty (30) days after delivery of such allocations, Buyer notifies Seller in writing that Buyer objects to the allocations, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within twenty (20) days thereafter. In the event that Buyer and Seller are unable to resolve such dispute within such twenty (20) days, Buyer and Seller shall, within ten (10) days after such twenty (20) day period, submit such disputed items to the CPA Firm for resolution under the procedures set forth in Section 2.6(c). The final version of the Initial Allocation, the Asset Allocation and the Adjustment Allocation (the “Allocation”) shall become part of this Agreement for all purposes. Seller, the Selling Subsidiaries and Buyer agree to report, pursuant to Section 1060 of the Code and the Treasury regulations promulgated thereunder (or any other similar provision under Law, as and when required, the “Purchase Price Allocation”). Buyer shall have twenty (20) days from the receipt Allocation of the Purchase Price Allocation or any update thereto Price, as adjusted hereunder, among the Shares, GMS Assets and the Seller covenant not 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 compete described in Section 5.14 in a manner entirely consistent with Section 1060 such Allocation in the preparation and filing 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 IRS Form 8594 and all other information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code8594). Neither Buyer nor Seller shall take any position (whether in audits, Tax Returns, or otherwise) in a manner consistent that is inconsistent 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the CodeLaw.

Allocation of Purchase Price. Seller and Buyer agree that the Purchase Price and the Assumed Liabilities (iplus other relevant items) No later than thirty shall be allocated among the Purchased Assets for all Tax purposes in accordance with the allocation methodology set forth on Exhibit E (30) the “Allocation Methodology”). Within 90 days after Closingfollowing the date that the Post-Closing Adjustment is finalized pursuant to Section 2.06, Seller Buyer shall prepare and deliver to Buyer Seller an allocation of the Base Purchase Price and assumed obligations among Assumed Liabilities to the Properties 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 Code allocation that Seller objects to one or more items reflected in the allocation, Seller and the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”). Buyer shall have twenty (20) negotiate in good faith to resolve such dispute; provided, that if Seller and Buyer are unable to resolve any dispute within 30 days following Buyer’s receipt of the written objection from Seller, such dispute shall be resolved by the receipt Independent Accountant. 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 Buyer. The final allocation of the Purchase Price Allocation and Assumed Liabilities as determined by Buyer if Seller does not timely object, as agreed to by Buyer and Seller or any update thereto to review and comment on as determined by the Purchase Price Allocation. Seller and Buyer shall thereafter use commercially reasonable efforts to agree upon the Purchase Price Allocation. The Purchase Price Allocation Independent Accountant, as applicable, shall be consistent with referred to as the allocation set forth on Annex A, taking into account any adjustments to the Base Purchase Price“Allocation Schedule”. Buyer and 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 prepare 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 Properties and 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 the values of Allocation Schedule. Any adjustments to the Properties as so appraised. (iii) Neither Seller nor Buyer Purchase Price pursuant to Section 2.06 herein shall take, or shall permit any of their respective Affiliates to take, any position inconsistent be allocated in a manner consistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the CodeAllocation Schedule.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Purchaser and Seller shall prepare and deliver to Buyer an allocation of agree that the Base Purchase Price (and assumed obligations all other amounts treated as consideration for U.S. federal and applicable state and local income Tax purposes) shall be allocated among the Properties Transferred Assets for all purposes (including financial accounting and Tax purposes) in accordance with Section 1060 of the Code and the Treasury regulations Regulations promulgated thereunder (the “Purchase Price AllocationAllocation Principles”). Buyer shall have twenty A preliminary draft allocation schedule will be jointly prepared by the parties prior to Closing. Within sixty (2060) days from after the receipt of Closing Date, Purchaser shall prepare and deliver to Seller a draft allocation schedule prepared in accordance with the Purchase Price Allocation or any update thereto to Principles for Seller’s review and comment on the Purchase Price Allocationconsent. 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 Within thirty (30) days from following the receipt by Seller 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 theretodraft allocation schedule, Seller shall promptly engage review such draft allocation schedule and submit to Purchaser in writing any reasonable objections or proposed changes to the draft allocation schedule (an “Objections Notice”). Unless Seller submits an Objections Notice on or prior to 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 firm experienced in such matters and reasonably acceptable to Buyer, to conduct an appraisal and determine mutually satisfactory allocation schedule within thirty (30) days after the fair market value expiration of the Properties consistent with thirty (30) day period referred to above, so much of the draft allocation set forth on Annex A taking into account any adjustments schedule that remains disputed shall be promptly referred to the Base Purchase Price. The cost of such appraisal Independent Accountant for resolution; provided, however, that the Independent Accountant shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and 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) make its determination in a manner consistent with the values Allocation Principles. Upon finalization of such allocation schedule (either by mutual agreement of the Properties as so appraised. 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 their respective Affiliates shall report the purchase and sale for all required federal income Tax and all other applicable Tax purposes in a manner consistent with the Allocation Schedule, and (iii) Neither Purchaser, Seller nor Buyer shall take, or shall permit any of and their respective Affiliates to take, shall not take any position inconsistent with the allocation under Section 7.8(e) on in any Tax Return or otherwiseProceeding with respect to Taxes that is inconsistent with the Allocation Schedule without the consent of the other Party. Purchaser, unless Seller and their respective Affiliates agree to file Internal Revenue Service Form 8594 (Asset Acquisition Statement Under Section 1060), and all federal and state Income Tax Returns, in accordance with the Allocation Schedule, and Purchaser and Seller agree to provide the other with any information reasonably required to do so complete IRS Form 8594 within fifteen (15) days of any reasonable request for such information by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codesuch other Party.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Seller The Sellers shall prepare and deliver to Buyer an a draft allocation of the Base Purchase Price (and assumed obligations all other capitalized costs) among the Properties Shares and the Transferred Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated Regulations thereunder (and any similar provision of state, local or foreign Law) (the “Purchase Price Sellers Draft Allocation”). Buyer The Sellers shall deliver the Sellers Draft Allocation to Purchaser within 90 days after the date hereof (and in all events, prior to the Closing Date). Purchaser shall have twenty (20) the right to review the Sellers Draft Allocation and, to the extent Purchaser disagrees with the Sellers Draft Allocation, Purchaser shall notify Sellers in writing of any objections within 15 days from the after receipt of the Purchase Price Sellers Draft Allocation or any update thereto (and in all events, prior to review the Closing Date). Sellers and comment Purchaser shall use their reasonable best efforts to reach agreement on the Purchase Price disputed items or amounts, if any. If Sellers and Purchaser are unable to reach an agreement regarding the Sellers Draft Allocation. Seller , then within 15 days following receipt by Sellers of Purchaser’s objections (and Buyer shall thereafter use commercially reasonable efforts in all events, prior to agree upon the Purchase Price Allocation. The Purchase Price Allocation Closing Date), any disagreement shall be consistent with resolved by the Accounting Firm. Any allocation set forth on Annex A, taking into account any adjustments determined pursuant to the Base Purchase Price. Seller decision of the Accounting Firm shall use commercially reasonable efforts to update the Purchase Price Allocation be prepared in a manner consistent accordance with Section 1060 of the Code following and the Treasury Regulations thereunder (and any applicable adjustments to the Base Purchase Price similar provision of state, local or foreign Law). The allocation, as prepared by Sellers if no timely objection by Purchaser has been given, as adjusted pursuant to this Agreementany agreement between the Parties or as determined by the Accounting Firm (the “Final Allocation”) shall be final and binding on all Parties. Seller Purchaser shall provide Buyer with any timely and properly prepare, execute, deliver and file all such updated Purchase Price Allocationdocuments, forms and Buyer other information as the Sellers may reasonably request in preparing such allocation. The Sellers and Purchaser and their Affiliates 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 file all Tax Returns (including including, without limitation, IRS Form 8594 and 8594) in all other information returns and supplements thereto required to be filed respects consistently with such Final Allocation prepared by the parties under Section 1060 of Sellers. Neither the CodeSellers nor Purchaser shall take any position (whether for Tax Returns, audits or otherwise) in a manner consistent that is inconsistent with such Purchase Price Allocation. (ii) If, notwithstanding Section 7.8(e)(i), Seller and Buyer do not agree on the Purchase Price Final 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codeapplicable Law.

Allocation of Purchase Price. (ia) No later than At least five (5) Business Days prior to Closing, Buyer shall 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 Purchased Assets for all Tax purposes in accordance with 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 Final Closing Date New Working Capital, Buyer shall deliver 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 thirty (30) days after Closing, Seller shall prepare and deliver to Buyer an allocation delivery of the Base Purchase Price Allocation Schedule to Sellers. In the event of any such objection, Buyer and assumed obligations among the Properties Sellers shall negotiate in accordance good faith to resolve such dispute; provided, however, that if Buyer and Sellers are unable to resolve any dispute 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 respect 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 Schedule within thirty (30) days from the receipt after notification of the Purchase Price Allocation or any update thereto to review and comment on such adjustments objection(s) to the Purchase Price AllocationAllocation Schedule, after which Seller Sellers and Buyer shall reasonably agree on such adjustments. Seller and Buyer shall report engage the transactions contemplated hereby on all Tax Returns (including Form 8594 and all other information returns and supplements thereto required Independent Accountants to be filed by resolve 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 Priceobjection. The cost fees, expenses and costs of such appraisal Independent Accountants shall be borne one-half equally by Seller Buyer and one-half by BuyerSellers. Seller The decision of the Independent Accountants shall be final, conclusive and binding on Buyer agree to allocate and Sellers for purposes of the Purchase Price among the Properties Allocation Schedule. Buyer and report the transactions contemplated hereby on Sellers each shall prepare and file all Tax Returns (including Form 8594 and all other information tax returns and supplements thereto required to be filed by the parties under Section 1060 of the Code) statements, forms and schedules in a manner consistent with the values terms of this Agreement and the Properties as so appraised. (iii) Neither Seller nor Allocation Schedule, including IRS Form 8594. Buyer shall take, or shall permit and Sellers will take no position with any of their respective Affiliates to take, any position Tax authorities inconsistent with such allocation. Any adjustments to the allocation under Purchase Price pursuant to Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or 2.6 herein shall be allocated in a “determination,” within manner consistent with the meaning of Section 1313(a)(1) of the CodeAllocation Schedule.

Allocation of Purchase Price. (ia) No later than thirty Within one hundred twenty (30120) days after following the Closing, Seller shall Purchaser will prepare and deliver to Buyer each Seller an allocation of the Base 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 and assumed obligations among the Properties 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 Treasury regulations promulgated thereunder allocation principles set forth on Schedule 2.4 hereto (the “Purchase Price AllocationAllocation Principles”). Buyer Each Seller shall have twenty (20) days from the receipt a period 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 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 receipt 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 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 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 or Schedule to reflect 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 for Tax Returns purposes (including Form 8594 and all other information returns and supplements thereto required to be filed by any recovery from the parties under Holdback Consideration as contemplated in Section 1060 of the Code7.7) in a manner consistent accordance with such Purchase Price Allocationthe Allocation Principles. (iib) If, notwithstanding Section 7.8(e)(i), Each Seller and Buyer do not agree on Equityholder acknowledges and agrees that the amount of the Purchase Price Allocation or any adjustment thereto, Seller shall promptly engage 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 a firm experienced in such matters and reasonably acceptable to Buyer, to conduct an appraisal and determine the fair market value breach of the Properties consistent with the allocation set forth on Annex A taking into account any adjustments to the Base Purchase Price. The cost provisions of such appraisal shall be borne one-half by Seller covenants. Sellers hereby waive and one-half by Buyer. Seller and Buyer agree not to allocate assert any claim or defense that the amount of the Purchase Price among allocated to the Properties non-competition and report non-solicitation covenants set forth in Section 6.10 represents: (i) liquidated damages; (ii) an adequate damages remedy for breach of such covenants that would prevent or preclude the transactions contemplated hereby on all Tax Returns (including Form 8594 and all entry of an order for specific performance or injunctive or other information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code) equitable relief in a manner consistent accordance with the values respective provisions of the Properties as so appraised. such covenants; or (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates inadequate consideration to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) support enforcement of the Codeprovisions of such covenants.

Allocation of Purchase Price. (i) No later than thirty (30) days after The Total Purchase Price to be paid by Purchaser for the Acquired Assets shall be allocated as follows: The Total Purchase Price shall be allocated among the Acquired Assets in accordance with Internal Revenue Code 1060 and the regulations promulgated thereunder and in the manner mutually agreed to by Purchaser and Seller or Shareholder as promptly as reasonably practicable following the Closing, and Seller shall prepare and deliver Purchaser hereby agree to Buyer an report this transaction for federal tax purposes in accordance with such allocation of the Base Purchase Price. Such allocation shall be reported by Purchaser and Seller on Internal Revenue Service Form 8594 Asset Acquisition Statement which will be filed with Purchaser's and Seller's Federal Income Tax Return for the tax year that includes the Closing Date. The parties further agree to coordinate their accounting for the transaction. The parties agree that the covenant not-to-compete is inseparable from and given to protect the goodwill and therefore none of the Total Purchase Price and assumed obligations shall be allocated to the covenant not to compete set forth in Article 3 hereof. The increase in the Total Purchase Price resulting from Additional Revenue Incentive Payments under Section 2.6 or adjustments to Additional Revenue Incentive Payments under Section 2.7 shall be allocated among the Properties Acquired Assets in the manner mutually agreed to by Purchaser and Seller or Shareholder as promptly as reasonably practicable following each of such payments, and Purchaser and Seller or Shareholder shall report such payments for federal tax purposes in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”)such 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 Such allocation shall be consistent with the allocation set forth reported by Purchaser and Seller or Shareholder by filing a supplemental asset acquisition statement 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 Internal Revenue Service Form 8594 and all other information returns and supplements thereto required to be filed by for the parties under Section 1060 of the Code) in a manner consistent with taxable year which includes such Purchase Price Allocationpayments. (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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (ia) No later than Within thirty (30) calendar days after Closingthe date of this Agreement, Seller Buyer shall prepare and deliver to Buyer an a reasonable draft of the allocation of the Base Purchase Price and assumed obligations Assumed Liabilities among the Properties 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 of the Code and the Treasury regulations promulgated thereunder Exhibit M attached hereto (the “Purchase Price 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 Proposed Initial Allocation, 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 “Initial Allocation Schedule”), and shall be the Initial Allocation. Seller shall raise any objection (so long as such 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 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 Date, Buyer shall have twenty (20) days from deliver a reasonable draft of the receipt 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 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 provided 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 and Seller shall negotiate in good faith to 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 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 remaining disputed items shall be submitted for 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 a manner that is consistent with the 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 independent 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. The fees, costs and expenses of the independent appraisal firm shall be borne equally by Buyer and Seller. (e) The Allocation shall be amended to reflect any update thereto adjustments (including those described in Section 2.04) 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 under this Agreement in a manner consistent with Section 1060 of the Code following any applicable Allocation Method. If, after all adjustments to the Base Purchase Price pursuant Allocation are made, the Allocation with respect to this Agreement. Seller 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 provide Buyer with any be adjusted so that it is equal to such updated Purchase Price local currency net book value, and the parties will agree to a corresponding upward or downward adjustment (as appropriate) elsewhere in the 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 the Allocation Method. (f) Each of Seller, Buyer and their respective Affiliates shall prepare and file its Tax Returns (including Internal Revenue Service Form 8594) on a basis consistent with the Allocation and, except as otherwise required by Law (as mutually agreed to by Buyer and Seller (and each party shall reasonably endeavor to reach such Purchase Price mutual agreement)), shall take no position inconsistent with the Allocation on any Tax Return 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, such disagreement shall be referred to the Accounting Firm promptly for review and resolution (in accordance with the procedure set forth in Section 2.04). 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. (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 Date to the 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 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 Proposed Allocation or the Allocation. (ii) If, notwithstanding Section 7.8(e)(i), Seller and Buyer do To the extent that the amounts paid to any Selling Affiliate on the Closing Date are not agree on equal to the portion of the Purchase Price allocated to such Selling Affiliate in the Allocation or (with respect to any adjustment theretoSelling Affiliate, 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 “Allocated 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or and shall permit any of cause their respective Affiliates to taketake all necessary actions to refund, repay and redistribute as promptly as reasonably practicable any position inconsistent with 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 redistributions, the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required amounts received by each Selling Affiliate shall be equal to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codesuch Selling Affiliate’s Allocated Purchase Price.

Allocation of Purchase Price. Within one hundred and twenty (i120) No later than thirty (30) calendar days after the Closing, Seller the Purchaser shall prepare and deliver to Buyer the Seller an initial draft allocation of the Base Purchase Price consideration payable hereunder as determined for income tax purposes (including the Assumed Liabilities and assumed obligations any other relevant items) among the Properties Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder Regulations thereunder, together with reasonable supporting documentation (such allocation as finally determined pursuant to this Agreement, 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. The 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) calendar days from after the receipt thereof to review such proposed Purchase Price Allocation and shall notify the Purchaser in writing of any objections that it has to the proposed Purchase Price Allocation. If the Seller does not object to the proposed Purchase Price Allocation in writing within such period, the Purchase Price Allocation or any update thereto shall, subject to review and comment on such the Purchaser’s right to make adjustments to the Purchase Price Allocation below, be final and binding on the parties; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Taxing authority based upon or arising out of the Purchase Price Allocation, after which and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Taxing authority challenging such Purchase Price Allocation. If the Seller timely objects to the draft Purchase Price Allocation within such thirty (30) calendar day period, the Purchaser shall consider, in good faith, Seller’s objections, and Buyer shall incorporate any comments from the Seller that Purchaser agrees with. If the Purchaser objects to any of the Seller’s objections, the Purchaser and the Seller shall use their commercially reasonable efforts to resolve such dispute. The Purchaser shall be permitted to make adjustments to the Purchase Price Allocation following such one hundred and twenty (120) calendar day period if the Purchaser reasonably agree on determines that such adjustments are necessary or advisable in the preparation of Purchaser’s financial statements or for other applicable reporting purposes; provided, however, that the Purchaser shall inform the Seller of any such adjustments and, to the extent reasonably practicable, shall consult with the Seller before finalizing any such adjustments. If the Purchaser and the Seller are unable to resolve such disputes, the Purchaser and Buyer the Seller shall report the transactions contemplated hereby on all be permitted to file their respective Tax Returns (including Form 8594 and all other information returns and supplements thereto required but not limited to IRS Forms 8594) in the manner that they determine, which may be inconsistent with the Tax Returns 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 other party. Any adjustments to 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 by virtue of the Properties finalization of the purchase price in connection with any Earn-Out Payments or Catch-Up Payments hereunder shall be made using a methodology consistent with the allocation procedures 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 Properties and 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 in this Section 1060 of the Code) in a manner consistent with the values of the Properties as so appraised5.11. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (ia) No later than thirty (30) days after ClosingPrior to the Closing Date, Seller (on behalf of it, and as agent for the Selling Entities) shall prepare and deliver to Buyer an allocation of the Base Purchase Price and assumed obligations any other consideration to be paid to, or for the benefit of, a Selling Entity, including the Assumed Liabilities, among the Properties Selling Entities. Such allocation shall be reasonable and shall be prepared in accordance with the principles of section 1060 of the Code and the regulations thereunder. Buyer agrees that within 10 business days following receipt of such allocation, it shall notify Seller of any disagreements with such allocation and thereafter negotiate with Seller to agree on any necessary revisions. The allocation of any consideration paid after the Closing Date shall be determined in a similar manner. (b) Within 20 days following the determination of Final Working Capital, Seller (on behalf of it, and as agent for the applicable Selling Entity) shall prepare a schedule (the "ALLOCATION SCHEDULE") allocating the Purchase Price and any other consideration paid to, or for the benefit of, an Asset Seller or with respect to any Purchased Entity for which a Non-U.S. Section 338 Election is made, as determined in SECTION 3.4(A), among the Assets sold by that Asset Seller or the assets of such Purchased Entity. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”)thereunder. Buyer shall have twenty (20) agrees that within 10 business days from the following receipt of the Purchase Price such Allocation or Schedule, it shall notify Seller of any update thereto disagreements with such allocation and thereafter negotiate with Seller to review and comment agree on the Purchase Price Allocationany necessary revisions. Seller and Buyer each agrees that promptly after receiving such Allocation Schedule it 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 return an executed copy thereof to the Base Purchase Priceother party. Seller shall use commercially reasonable efforts to update the Purchase Price Allocation in a manner consistent with Section 1060 of the Code Within 30 days following any applicable adjustments to the Base Purchase Price an indemnification payment made pursuant to this Agreement. Seller shall provide Buyer with any such updated Purchase Price AllocationARTICLE XI, 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 attempt in good faith to agree on to a revised purchase price allocation to reflect such adjustmentsindemnification payment in accordance with the nature of each such adjustment. Seller and Buyer shall report the transactions contemplated hereby on agree, for all Tax Returns (including Form 8594 purposes, to allocate any indemnification payment made pursuant to ARTICLE XI among the Purchased Entities and all other information returns and supplements thereto required Assets based upon the item or items to be filed by the parties under Section 1060 of the Code) in a manner consistent with which such Purchase Price Allocationadjustment is principally attributable. (iic) If, notwithstanding Section 7.8(e)(i), If Seller and Buyer do cannot agree on the Purchase Price amounts and allocations described in SECTION 3.4(A) or (B) within 20 business days after Buyer has notified Seller of any disagreement, any issues shall be resolved promptly by an accounting firm chosen by and mutually acceptable to both parties ("UNRELATED ACCOUNTING FIRM"). Seller (and to the extent applicable, each Selling Entity) and Buyer each agrees to, and to cause its Affiliates to, file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns, in accordance with the Allocation Schedule, unless otherwise required by Requirements of Law or pursuant to a determination (as defined in Section 1313(a) of the Code or any adjustment theretosimilar provision of state, 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 local or non-U.S. Requirements 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. Law). (d) Seller and Buyer each agree to allocate provide the Purchase Price among the Properties and report the transactions contemplated hereby on all Tax Returns (including Form 8594 and all other promptly with any other information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code) in a manner consistent with the values of the Properties as so appraisedcomplete Form 8594. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (ia) No later than thirty (30) days after Closing, Seller Acquiror and Weatherford shall prepare and deliver cooperate to Buyer an determine the 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 (prior to review and comment on adjustments) among 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 various Sellers 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, Assets and Buyer shall have thirty (30) days from the receipt Share Sellers in advance of the Purchase Price Allocation or any update thereto to review Closing Date. To the extent that the Acquiror 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 Weatherford do not agree on to such allocation prior to the Purchase Price Allocation or any adjustment theretoClosing Date, Seller the Acquiror and Weatherford shall promptly engage a firm experienced in cooperate following the Closing Date to make such matters determination, provided that if within one hundred and reasonably acceptable to Buyer, to conduct an appraisal and determine the fair market value eighty days (180) of the Properties consistent with Closing Date the allocation set forth on Annex A taking into account any adjustments parties are unable to the Base Purchase Price. The cost of agree as to such appraisal allocation, each party shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and 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 various Sellers of the Code) Assets and Share Sellers as each such party determines in a manner consistent with the values of the Properties as so appraisedits own discretion. (iiib) Neither To the extent that Acquiror and Weatherford agree to an allocation of the Purchase Price that is paid to a Seller nor Buyer of any Asset, Acquiror and Weatherford shall takecooperate following the Closing Date to allocate such portion of the Purchase Price and the applicable Assumed Liabilities of such Seller among the various Assets sold by such Seller, or provided that if within one hundred and eighty (180) days of the Closing Date the parties are unable to agree as to such allocation, each party shall permit any allocate the applicable portion of their respective Affiliates the Purchase Price and applicable Assumed Liabilities among the various Assets as each party determines in its own discretion. (c) Any adjustments to take, any position inconsistent the Purchase Price hereunder shall be allocated among the various Asset Sellers and Share Sellers consistently with the basis for any such adjustment as mutually agreed by the Acquiror and Weatherford, provided that if the Acquiror and Weatherford cannot agree to the allocation of such adjustment, each party shall allocate such adjustment as each party determines in its own discretion. (d) To the extent that Acquiror and Weatherford agree to an allocation under Section 7.8(e2.5(a) on or Section 2.5(b) or Section 2.5(c), Acquiror and Weatherford shall, and shall cause their applicable Affiliates, to file all relevant Returns consistently with such agreed allocation. To the extent that any Tax Return such allocation is challenged by any Taxing Authority during the course of any audit or otherwiseother legal proceedings, unless required the Acquiror or Weatherford, as the case may be, shall provide reasonable notice to do so by Applicable Laws or a “determination,” within the meaning other party of Section 1313(a)(1) of the Codesuch challenge.

Allocation of Purchase Price. (ia) No later than thirty (30) days after Closing, Seller shall prepare and deliver to Buyer an allocation Each of the Base Purchaser and each Seller agrees that the Total Purchase Price (plus other relevant items) will be allocated in a manner consistent with Section 1060 of the Code and the regulations promulgated thereunder. Purchaser will complete a draft schedule (the “Allocation Schedule”) allocating the Total Purchase Price and assumed obligations among provide a copy to the Properties Seller Representative at least 60 days prior to the due date for filing any form with respect to the Allocation Schedule. (b) The Seller Representative shall notify Purchaser within 10 days after the 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 to 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. The Independent Firm’s review shall be limited to whether a disputed item has been prepared in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”). Buyer thereunder, and shall have twenty (20) days from the receipt of the Purchase Price Allocation or any update thereto to review be final and comment binding on the Purchase Price Allocation. Seller and Buyer shall thereafter use commercially reasonable efforts to agree upon the Purchase Price Allocationall Parties. The Purchase Price Allocation fees, costs and expenses incurred in connection therewith shall be consistent with shared in equal amounts by the allocation set forth on Annex ASellers, taking into account any adjustments 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 Base Purchase Price. Seller Allocation Schedule. (c) Purchaser, the Company and the Sellers 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 Allocationfile, and Buyer shall have thirty (30) days from the receipt of the Purchase Price Allocation or any update thereto cause their respective Affiliates to review and comment on such adjustments to the Purchase Price Allocationfile, 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 statements, forms and supplements thereto required to be filed by the parties under Section 1060 of the Code) schedules 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 Properties and 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) connection therewith in a manner consistent with the values of the Properties as so appraised. (iii) Neither Seller nor Buyer Allocation Schedule and shall take, or shall permit any of their respective Affiliates to take, any take no position inconsistent with therewith, unless, and then only to the allocation under Section 7.8(e) on any Tax Return or otherwiseextent, unless required to do so by Applicable Laws 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 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 “determination,” within change in applicable Law on or after the meaning of Section 1313(a)(1) date hereof, they will report the purchase and sale of the CodeMembership Interests pursuant to this Agreement for United States federal income tax purposes in accordance with Revenue Ruling 99-6, 1991-1 C.B. 432.

Allocation of Purchase Price. (i) No later than thirty (30) days after ClosingSubject to the provisions of this Section 2.06, Seller Buyer 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 a schedule (the “Purchase Price AllocationAllocation Schedule”) allocating an amount equal to the payments made (including the Cash Consideration and the Issued Shares), and expenses incurred and Liabilities deemed assumed, in connection with this Agreement that is treated as the purchase price for U.S. federal income Tax purposes (the “Tax Purchase Price”) among the assets deemed to be purchased by Buyer pursuant to this Agreement. The entire Tax Purchase Price and any adjustment thereto will be allocated for all U.S. federal income Tax purposes among the assets of the Company Entities. Such allocation shall be consistent with the provisions of Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state or local Laws, as applicable, as well as the respective purchase price values associated with the assets acquired by the Company Entities’ pursuant to their exercise of the rights to purchase set forth in Section 7.4 of the Company Ground Lease Agreement and Section 16 of the Company Personal Property Lease Agreements. Buyer shall have twenty (20) days adjust the Purchase Price Allocation Schedule from time to time to account for any adjustments to the receipt Purchase Price provided in this Agreement, which adjusted Purchase Price Allocation Schedule shall be provided in draft form and finalized as provided in Section 2.06(b). The Parties shall take no position contrary to the Purchase Price Allocation Schedule in any Tax Return or other Tax filing or proceeding; provided, however, that nothing contained herein shall prevent Buyer, Seller or their respective Affiliates from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Purchase Price Allocation Schedule, and none of Buyer, Seller or their respective Affiliates shall be required to litigate before any update thereto to review and comment on court any proposed deficiency or adjustment by any Tax Authority challenging the Purchase Price Allocation. Seller and Buyer shall thereafter use commercially reasonable efforts to agree upon Allocation Schedule; provided further that it will not be inconsistent with the Purchase Price Allocation. The Allocation Schedule for (i) Buyer’s cost for the assets deemed purchased by Buyer pursuant to this Agreement to differ from the total amount allocated in the Purchase Price Allocation shall be consistent with Schedule to reflect capitalized acquisition costs not included in the allocation set forth on Annex ATax Purchase Price, taking (ii) the amount realized by Seller to differ from the Tax Purchase Price to reflect transaction costs that reduce the amount realized for U.S. federal income Tax purposes and (iii) Buyer’s and Seller’s cost and amount realized, respectively, to differ from the Tax Purchase Price to take into account differences between the Purchase Price and the Tax Purchase Price, and any other payments to Seller treated as purchase price for the assets deemed purchased by Buyer pursuant to this Agreement for U.S. federal income Tax purposes, and any adjustments to the Base Purchase Priceforegoing hereunder. Seller shall use commercially reasonable efforts to update In the event that the Purchase Price Allocation in a manner consistent with Section 1060 Schedule is disputed by any Governmental Authority, the Party receiving notice 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 dispute shall promptly engage a firm experienced in such matters notify the other Party hereto concerning the existence 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 resolution 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 Properties and 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 the values of the Properties as so appraiseddispute. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

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 (ithe “Purchase Price Allocation Schedule”) No later than 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 Closing, Seller shall prepare and deliver to Buyer an allocation the date that each of the Base Purchase Price and assumed obligations among the Properties Actual Closing Accounts Receivable is finally determined in accordance with Section 1060 of 2.9 (it being understood and agreed that Seller shall deliver the Code and the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”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 have twenty (20) days from discuss the receipt allocation of the Purchase Price Allocation or any update thereto and attempt in good faith to review and comment on the Purchase Price Allocationreach agreement with respect thereto. Seller and Buyer shall thereafter use commercially reasonable efforts may jointly agree to agree upon obtain the Purchase Price Allocation. The Purchase Price Allocation shall be consistent services of an Independent Accounting Firm to assist the parties in determining the fair value of the Purchased Assets if agreement is not reached with the allocation set forth on Annex A, taking into account any adjustments respect 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 AgreementSchedule. Seller shall provide Buyer with any If 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. is made, both Seller and Buyer agree to allocate accept the Independent Accounting Firm’s determination of 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 Buyer. If agreement is reached with respect to the allocation of the Purchase Price, Seller and Buyer shall prepare mutually acceptable and substantially identical IRS Form 8594 “Asset Acquisition Statements Under Section 1060” consistent with the Purchase Price among Allocation Schedule which the Properties and parties shall use to report the transactions contemplated hereby on all Tax Returns (including Form 8594 by this Agreement to the applicable Taxing Authorities. Each of Seller and all Buyer agree to provide the other promptly with any other information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code) in a manner consistent with the values of the Properties as so appraisedcomplete IRS Form 8594. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (ia) No later than thirty (30) days after Closing, Seller shall prepare DuPont and deliver to Buyer an allocation of agree that the Base Purchase Price and assumed obligations the Assumed Liabilities, to the extent relevant, shall be allocated among the Properties 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 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 have twenty 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 (2015) days from after submission of the receipt 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 Allocation or any update thereto allocable to review the Leased Assets acquired pursuant to the Mexican Asset Transfer and comment on the allocation of such portion of the Purchase Price Allocation. Seller among the Leased Assets (as defined in 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 the assumptions and methodologies otherwise utilized for purposes of this Section 2.5. (b) DuPont and Buyer shall thereafter use commercially reasonable efforts to further agree upon that the Purchase Price Allocation. The Purchase Price Allocation 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 consistent with allocated among the allocation set forth on Annex Aassets of DuPont Performance Coatings LLC and the assets of any such other Transferred Company, taking into account Joint Venture or any adjustments to the Base Purchase Price. Seller shall use commercially reasonable efforts to update the Purchase Price Allocation of their Subsidiaries, respectively, in a manner consistent with Section 1060 of the Code following and the Treasury Regulations promulgated thereunder (or, if applicable with respect to any applicable adjustments 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 Base Purchase Price pursuant 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 this Agreement. Seller shall provide Buyer with any such updated Purchase Price AllocationDuPont as soon as reasonably practicable following the Closing Date, and Buyer in any event within one hundred twenty (120) days thereof (or such shorter period otherwise required by applicable Law), for DuPont’s review and approval. DuPont shall have thirty (30) days from after the receipt 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 mutually agreed to by DuPont and Buyer. (c) The parties shall (i) timely file all Tax Returns (including Internal Revenue Service Form 8594 and any supplemental filings to reflect any revisions to the Purchase Price Allocation or any update thereto Asset Allocation) required to review and comment on such adjustments to be filed in connection with the Purchase Price Allocation, after which Seller the Asset Allocation and Buyer shall reasonably agree on such adjustments. Seller any adjustments thereto agreed to by the parties, and Buyer shall report the transactions contemplated hereby on (ii) prepare and file 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 Properties and 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) Taxes in a manner consistent with the values Purchase Price Allocation, the Asset Allocation and any adjustments thereto agreed to by the parties. Each of the Properties as so appraised. (iii) Neither Seller nor Buyer parties shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with notify the allocation under Section 7.8(e) on other if it receives notice that any Tax Return or otherwiseAuthority proposes any allocation different from that set forth on the Purchase Price Allocation, unless required the Asset Allocation and any adjustments thereto agreed to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codeparties.

Allocation of Purchase Price. (ia) No later than thirty Within ninety (3090) days after Closingthe Closing Date, Seller Purchaser shall prepare or have prepared and deliver to Buyer Sellers a schedule (an allocation of “Allocation Schedule”) allocating an amount equal to the Base actual Purchase Price and assumed obligations among the Properties Purchased Assets immediately after the Closing, in accordance such amounts as are reasonably determined by Purchaser to be consistent with Section 1060 of the Code and the Treasury regulations promulgated thereunder (Regulations thereunder. Such Allocation Schedule shall also reflect the “Purchase Price Allocation”). Buyer shall have twenty (20) days from the receipt allocation of the Purchase Price Allocation or any update thereto among each of Purchaser, Worthington Warehouse and WS Michigan and among the Purchased Assets acquired from each Seller, on a separate basis. Purchaser will obtain an appraisal to review and comment on support the Purchase Price Allocation. Seller allocation at Purchaser’s expense. (b) Sellers shall have a period of ten (10) business days after the delivery of the Allocation Schedule (the “Allocation Response Period”) to present in writing to Purchaser notice of any objections Sellers may have to the allocations set forth therein (an “Allocation Objections Notice”). (c) If Sellers shall raise any objections within the Allocation Response Period, Purchaser and Buyer Sellers shall thereafter negotiate in good faith and use commercially their reasonable best efforts to resolve such dispute. If the parties fail to agree upon within fifteen (15) days after the Purchase Price Allocationdelivery of the Allocation Objections Notice, then the disputed items shall be resolved by an Independent Auditor, whose determination shall be final and binding on the parties. The Purchase Price Allocation Independent Auditor shall be consistent with resolve 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 dispute within thirty (30) days from after the receipt item has been referred to it. The costs, fees and expenses of the Purchase Price Allocation or any update thereto Independent Auditor shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. (d) Sellers and Purchaser agree (i) to review report the federal, state, local and comment on such adjustments to the Purchase Price Allocation, after which Seller foreign income and Buyer shall reasonably agree on such adjustments. Seller and Buyer shall report other Tax consequences of the transactions contemplated hereby on all Tax Returns (including Form 8594 herein, and all other in particular to report the information returns and supplements thereto required to be filed by the parties under Section 1060 1060(b) of the Code, and to jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060) in a manner consistent with such Purchase Price Allocation. allocation and (ii) Ifnot to take any position inconsistent therewith upon examination of any Tax Return, notwithstanding in any refund claim, in any litigation, investigation or otherwise unless Purchaser and Sellers agree to such position. Sellers and Purchaser agree that each will furnish the other a copy of Form 8594 (Asset Acquisition Statement under 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 1060) proposed to Buyer, to conduct an appraisal and determine the fair market value of the Properties consistent be filed with the allocation set forth on Annex A taking into account any adjustments IRS within ten (10) days prior to the Base Purchase Price. The cost filing of such appraisal shall be borne one-half by Seller form with the IRS. Purchaser, Sellers and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and report the transactions contemplated hereby on their applicable Affiliates will file all Tax Returns (including Form 8594 amended Tax Returns and all other claims for refund) and information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code) reports in a manner consistent with the values of the Properties as so appraisedsuch allocation. (iiie) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with The parties agree that the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required of Purchase Price made to do so the Purchased Assets that are acquired from GSSI shall be adjusted by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) amount of the Codeadjustment to Purchase Price computed pursuant to Section 1.3.2 hereof.

Allocation of Purchase Price. (ia) No As soon as practicable after the Agreement Date, but no later than thirty ninety (3090) days after Closingthereafter, the Seller shall prepare and deliver to Buyer an submit a preliminary allocation of the Base Purchase Price and assumed obligations (taking into account any Assumed Liabilities to the extent treated as “amount realized” under applicable Law) among the Properties in accordance Acquired Assets consistent with Section 1060 of the Code and the Treasury regulations promulgated thereunder arm’s length principle (the “Purchase Price Allocation”) to the Purchaser in writing (such statement, the “Preliminary Allocation Statement”). Buyer The Purchaser shall thereupon have twenty thirty (2030) 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 which it disagrees. If the Purchaser does not respond within thirty (30) days of receipt of the Preliminary Allocation Statement from the receipt of Seller, the Purchase Price Allocation or provided by the Seller shall be treated as conclusive and binding on the parties hereto for all purposes hereunder. In the event of any update thereto such disagreement, the parties shall negotiate in good faith to review resolve such disagreement. If the Purchaser and comment the Seller are unable to agree on the Purchase Price Allocation. Allocation by the date that is one hundred fifty (150) days after the Agreement Date, the Purchaser and the Seller shall jointly engage a third-party accountant, reasonably acceptable to both the Purchaser and Buyer shall thereafter use commercially the Seller, to prepare, in its reasonable efforts to agree upon determination, the Purchase Price AllocationAllocation 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 the third-party accountant may reasonably request in connection with the preparation of such schedule 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. Any fees of the third-party accountant shall be split equally by the Purchaser and the Seller. (b) The Purchase Price Allocation shall be consistent with used to make (i) 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 necessary determinations for VAT purposes pursuant to this Agreement. Seller shall provide Buyer with any such updated Purchase Price AllocationSection 2.3(a), and Buyer shall have thirty (30ii) days from the receipt of the Purchase Price Allocation purchase price allocations necessary for statutory accounting (i.e., Korean IFRS or any update thereto other local generally accepted accounting principles) and Tax purposes. The parties agree 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 for any Tax Returns (including Form 8594 and all other information returns and supplements thereto required to be filed by purposes in accordance with 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Seller Buyer and Sellers shall prepare and deliver use their reasonable best efforts to Buyer agree on 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”)) prior to the Closing Date. Buyer The Allocation shall have twenty allocate for all purposes (20including Tax and financial accounting purposes) 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 liabilities and all other information returns capitalized costs) among the Acquired Assets and supplements thereto required to be filed by the parties under Section 1060 of the Code) in a manner consistent with such Purchase Price AllocationTarget Shares. (ii) IfAt least 30 calendar days prior to the Closing Date, notwithstanding Section 7.8(e)(iSellers shall deliver a draft of the Allocation (the “Proposed Allocation”) to Buyer for its consent, which consent shall not be unreasonably withheld, delayed or conditioned. Except as provided in subparagraphs (iii), Seller (iv) and Buyer do not agree (v) of this Section 9(l), at the close of business 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 30th day after delivery of the Properties consistent with Proposed Allocation, the allocation Proposed Allocation shall become binding upon Buyer and Sellers, shall be set forth on Annex A taking into account any adjustments to the Base Purchase Price. The cost of such appraisal in an allocation schedule which shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and report the transactions contemplated hereby on all Tax Returns (including Form 8594 and all other information returns and supplements thereto required deemed to be filed by part of this Agreement (the parties under Section 1060 of “Allocation Schedule”), and shall be the Code) in a manner consistent with the values of the Properties as so appraisedAllocation. (iii) Neither Seller nor Buyer shall takeraise 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, or the Proposed Allocation, as so amended, shall permit 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 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 to takeshall report, any position inconsistent act and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the CodeAllocation.

Allocation of Purchase Price. The parties (and their respective Affiliates) agree to a preliminary non-binding allocation of the estimated Final Purchase Price among the Seller Entities based on the fair market value of such Seller Entities in accordance with Exhibit E attached hereto. After the date of this Agreement, but prior to the Closing, the parties shall negotiate in good faith and agree on (i) No later than thirty (30) days after Closing, Seller shall prepare and deliver any revisions to Buyer an such preliminary allocation of the Base estimated Final Purchase Price and assumed obligations among the Properties Seller Entities (the “Allocation Schedule”), and (ii) an allocation, in a manner consistent with the Allocation Schedule, of the estimated Final Purchase Price (and any other amounts treated as consideration for U.S. federal income tax purposes) to the assets of the Seller Entities deemed to be sold hereunder in accordance with the rules under Section 1060 of the Code and the Treasury regulations Regulations promulgated thereunder thereunder, if applicable (the “Preliminary Purchase Price Allocation”). Buyer Any issues with respect to the Allocation Schedule which have not been finally resolved within thirty (30) calendar days after the date of this Agreement shall have twenty be referred to the Independent Arbitrator, whose determination shall be final and binding upon the parties. Within thirty (2030) calendar days from after the receipt of date on which the Final Purchase Price is determined (the “Determination Date”), Purchaser shall deliver to Seller a written statement setting forth any proposed revisions to the Preliminary Purchase Price Allocation or any update thereto to review and comment based 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 actual Final 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 If within thirty (30) days from the after Seller’s receipt of such written statement, Seller has not objected in writing to such written statement, the revisions to the Preliminary Purchase Price Allocation or any update thereto proposed by Purchaser shall become final. If Seller objects in writing to review and comment on Purchaser’s proposed revisions within such adjustments 30-day period, the parties shall negotiate in good faith to resolve the objections. If such objections are not finally resolved within sixty (60) days following the Determination Date, the dispute shall be submitted to the Purchase Price AllocationIndependent Arbitrator for resolution, after which whose determination shall be final and binding upon the parties. Purchaser and Seller and Buyer shall reasonably agree on such adjustments. Seller and Buyer shall report the transactions contemplated hereby on all file their Tax Returns (including and IRS Form 8594 and all other information returns and supplements thereto required to be filed by 8594, if applicable) on the parties under Section 1060 basis of the Code) allocation of the Final Purchase Price, determined as provided in this Section 3.4, and neither party shall thereafter take a manner consistent Tax Return position or any other position for applicable Tax purposes that is inconsistent 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 allocation unless otherwise required pursuant to 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a final “determination,” within the meaning of as defined in Section 1313(a)(1) 1313 of the Code.

Allocation of Purchase Price. The amount of the Adjusted Purchase Price and the Assumed Liabilities (the "Tax Purchase Price") shall be allocated among the Acquired Assets and the covenant contained in Section 10.2 as follows. (i) No later than thirty (30) days after Closing, Seller Raytheon shall prepare and deliver to Buyer an the Buyer, within 180 days following the final determination of the Adjusted Purchase Price pursuant to Section 1.4, a schedule setting forth a proposed allocation of the Base Tax Purchase Price and assumed obligations among the Properties Sellers. The Buyer shall deliver to Raytheon, within 30 days after delivery of such allocation schedule, either a notice indicating that the Buyer accepts such allocation schedule or a statement detailing its objections to such allocation schedule. If the Buyer delivers to Raytheon a notice accepting Raytheon's allocation schedule, or if the Buyer does not deliver a written objection within such 30-day period, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on such 30th day, such allocation schedule shall be deemed to be accepted by the Buyer. If the Buyer timely objects to Raytheon's schedule and the Buyer and Raytheon cannot reach agreement on such allocation within 15 days following the date that the Buyer notified Raytheon of the objection, then the Buyer and Raytheon shall jointly engage a mutually agreeable "big five" accounting firm (other than PricewaterhouseCoopers LLP) (the "Neutral Accountant"). If the Neutral Accountant determines that the allocation schedule provided by Raytheon was reasonable, such allocation schedule shall be final. If the Neutral Accountant determines that the allocation schedule provided by Raytheon was unreasonable, the Neutral Accountant shall prepare the allocation schedule based upon appraisal of the fair value of the assets among which the Tax Purchase Price is to be allocated and such appraisal shall be determined by an independent appraisal firm. The Buyer and Raytheon agree to provide to the Neutral Accountant such information as the Neutral Accountant may reasonably request in connection with the preparation of such schedule and shall request that the Neutral Accountant prepare and deliver to Raytheon and the Buyer such allocation schedule as promptly as practicable. The Buyer and Raytheon shall share equally the costs and expenses of the Neutral Accountant and the independent appraisal firm for its services under this Section 1.2(b)(i). (ii) Within 30 days following the final determination of the allocation of the Tax Purchase Price among the Sellers in accordance with clause (i) above, the Buyer shall prepare and deliver to Raytheon a schedule with respect to each Seller setting forth a proposed allocation of the portion of the Tax Purchase Price allocated to such Seller pursuant to clause (i) above among the Acquired Assets that were acquired from such Seller and the covenant contained in Section 10.2 hereof in accordance with the rules under Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”"Allocation Schedule"). The Allocation Schedule so proposed by the Buyer shall have twenty (20) be final unless Raytheon in good faith objects to such Allocation Schedule within 30 days after receiving the Allocation Schedule from the receipt Buyer. If Raytheon timely objects to the Allocation Schedule and the Buyer and Raytheon cannot reach an agreement on the Allocation Schedule within 15 days following the date that Raytheon notified the Buyer of the Purchase Price objection, then the Buyer and Raytheon shall jointly engage the Neutral Accountant. If the Neutral Accountant determines that the Allocation or any update thereto to review and comment on Schedule provided by the Purchase Price Allocation. Seller and Buyer shall thereafter use commercially reasonable efforts to agree upon was reasonable, the Purchase Price Allocation. The Purchase Price Allocation Schedule shall be consistent with final. If the allocation set forth on Annex ANeutral Accountant determines that the Allocation Schedule provided by the Buyer was unreasonable, taking into account any adjustments to the Base Purchase Price. Seller Neutral Accountant shall use commercially reasonable efforts to update prepare the Purchase Price Allocation in a manner consistent with Section 1060 Schedule based upon appraisal 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 assets among the allocation set forth on Annex A taking into account any adjustments assets to which the Base Tax Purchase Price. The cost of Price is to be allocated and such appraisal shall be borne one-half determined by Seller an independent appraisal firm. The Buyer and one-half by Buyer. Seller and Buyer Raytheon agree to allocate provide the Purchase Price among Neutral Accountant with such information as the Properties and report Neutral Accountant may reasonably request in connection with 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 preparation of the Code) in a manner consistent with Allocation Schedule and shall request that the values Neutral Accountant prepare and deliver to the Buyer and Raytheon such Allocation Schedule as promptly as possible. The Buyer and Raytheon shall share equally the costs and expenses of the Properties as so appraisedNeutral Accountant and the independent appraisal firm for its services under this Section 1.2(b)(ii). (iii) Neither Seller nor The Buyer shall take, or shall permit and the Sellers agree that amounts payable to any of their respective Affiliates parties pursuant to take, any position inconsistent with the allocation under Section 7.8(eagreements set forth in clauses (x) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning through (xxii) of Section 1313(a)(1) of the Code.1.3

Allocation of Purchase Price. In accordance with Section 6.11(a), for United States Tax purposes, the Initial Closing Consideration shall be allocated among the assets of Permal by applying the principles of Treasury Regulations promulgated under Section 755 of the Code. A draft schedule (ithe “Initial Allocation Schedule”) No later than thirty (30) days after Closing, Seller shall prepare and deliver to Buyer an setting forth the proposed allocation of the Base Purchase Price and assumed obligations Initial Closing Consideration among the Properties in accordance with Section 1060 assets of Permal shall be provided by the Sellers to Permal and to Buyers within a reasonable period of time following the Initial Closing. The Initial Allocation Schedule shall be finalized only after review and approval of Buyer, the Sellers and Permal. The amount of the Code Initial Earnout shall be allocated among Permal’s assets pro rata in proportion to the allocation of the Initial Closing Consideration among the assets as set forth on the finalized Initial Allocation Schedule. A draft schedule (a “Year 2/Year 4/Post-Year 4 Allocation Schedule”) setting forth the proposed allocation of the Year 2 Closing Consideration, the Year 4 Closing Consideration and the Treasury regulations promulgated thereunder (Post-Year 4 Closing Consideration, if any, shall be provided by the “Purchase Price Allocation”). Sellers to Permal and to Buyer shall have twenty (20) days from within a reasonable period after the receipt of the Purchase Price Allocation Year 2 Call Closing Date, Year 2 Put Closing Date, Year 4 Call Closing Date, Year 4 Put Closing Date, 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 AllocationPost-Year 4 Closing Date, as applicable. The Purchase Price Allocation shall be consistent with the allocation set forth on Annex A, taking into account any adjustments to a Year 2/Year 4/Post-Year 4 Allocation Schedule shall be based on the Base Purchase Price. Seller shall use commercially reasonable efforts to update the Purchase Price Allocation in a manner consistent with principles of Treasury Regulations promulgated under Section 1060 755 of the Code following any applicable adjustments as applied to the Base Purchase Price pursuant to this Agreement. Seller shall provide Buyer with any such updated Purchase Price Allocationassets of Permal owned on the Year 2 Call Closing Date, Year 2 Put Closing Date, Year 4 Call Closing Date, Year 4 Put Closing Date, or Post-Year 4 Closing Date as applicable, and Buyer shall have thirty (30) days from be finalized only after review and approval of Buyer, the receipt Sellers and Permal. The Year 2 Earnout Amount and the Year 4 Earnout amount, if any, shall be allocated among Permal’s assets pro rata in proportion to the allocation of the Purchase Price Allocation or any update thereto to review Year 2 Closing Consideration 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 Year 4 Closing Consideration as set forth on Annex A taking into account any adjustments to the Base Purchase Priceapplicable finalized Year 2/Year 4 Allocation Schedule. 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 Properties and 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 None of the Code) in Sellers, Buyer or Permal shall take a manner consistent with the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return with any United States taxing authority that is inconsistent with a finalized Initial Allocation Schedule or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the CodeYear 2/Year 4/Post-Year 4 Allocation Schedule.

Allocation of Purchase Price. (i) No The parties agree that the Purchase Price as adjusted by the Purchase Price Adjustment, the Assumed Liabilities, and the Earn-Out Payment, if any, shall be allocated to the Purchased Assets according to the methodology set forth on Exhibit F. As soon as practicable after the Closing, but in no event later than thirty sixty (3060) calendar days after Closingthe Closing Date, Seller Parent shall prepare and deliver to Buyer an allocation of the Base Purchase Price Seller for Seller’s review and assumed obligations among the Properties approval a draft Schedule 3.6 prepared in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder methodology set forth on Exhibit F (the “Purchase Price Allocation”)) setting forth the allocation of Purchase Price, the Assumed Liabilities, and the Earn-Out Payment, if any. Buyer Seller shall have twenty fifteen (2015) days from commencing on the receipt of date that Purchaser delivers the Purchase Price Allocation or any update thereto to review and comment on the Purchase Price Allocation. During the foregoing review period, Seller and Buyer its Representatives shall thereafter use commercially reasonable efforts be permitted to agree upon review during normal business hours as they shall reasonably request the books, records and working papers of Purchaser relating to 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. If 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 objects to the Purchase Price Allocation, after which Seller shall notify Purchaser in writing of any such objection within the fifteen (15) day review period specifying, in reasonable detail, the nature or basis of such objection. During the thirty (30) day period following Purchaser’s receipt of Seller’s notice of objection, Purchaser and Buyer Seller shall reasonably agree on attempt in good faith to resolve Seller’s objections. If Purchaser and Seller are unable to resolve all such adjustments. Seller objections within such thirty (30) day period, the matters remaining in dispute shall be submitted to the dispute resolution process set forth in Section 3.5 above and Buyer the determination of the Purchase Price Allocation pursuant to the dispute resolution process shall report be shall be final and binding, and thereafter the transactions contemplated hereby on parties shall make consistent use of {P0227089:21 } -25- the Purchase Price Allocation for all Tax Returns (purposes and in all filings, declarations, and reports with the IRS, including Form 8594 and all other information returns and supplements thereto reports required to be filed by the parties under Section 1060 of the Code) in . The parties further agree that any subsequent allocation necessary as 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 result of an 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 consideration to be paid hereunder shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and 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) made in a manner consistent with the values method set forth in Exhibit F. Purchaser shall prepare and deliver IRS Form 8594 (prepared in accordance with the final agreed Purchase Price Allocation) to Seller within sixty (60) days after the Closing to be filed with the Internal Revenue Service. The parties shall timely file all Tax reports, returns and claims and other statements, including IRS Form 8594 or any equivalent statements, in a manner consistent with the Purchase Price Allocation and shall not make any inconsistent written statements on any returns or during the course of any IRS or other Tax audit, except to the extent required by a determination as defined in Section 1313(a) of the Properties as so appraised. (iii) Code or a comparable provision of state, local or foreign law. Each party agrees to promptly notify the other if the IRS or any other Governmental Authority proposes a reallocation of such amounts or of the existence of any Tax audit, controversy or litigation related to any allocation hereunder. Neither Seller nor Buyer party shall taketake any position, contend or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) represent on any Tax Return or otherwise, unless required other report filed with any Governmental Authority (or in any Proceeding before any Governmental Authority) related to do so by Applicable Laws or a “determination,” within the meaning determination of Section 1313(a)(1) of Taxes that is in any manner inconsistent with the Codeallocation reflected in the Purchase Price Allocation.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Seller shall prepare and deliver provide to Buyer an allocation of within 60 days after the Base Closing, a schedule allocating the Purchase Price and assumed obligations among the Properties Purchased Assets (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule shall be prepared in good faith and in accordance with applicable provisions of the Code. Buyer shall have reasonable opportunity to review and comment on the Purchase Price Allocation Schedule. Seller shall make such revisions to the Purchase Price Allocation Schedule as may be reasonably requested by Buyer and approved by Seller. After consideration of Buyer’s comments, Seller’s Purchase Price Allocation Schedule shall be binding on both Seller and Buyer for all federal income tax purposes; provided, that if upon the advice of tax counsel reasonably acceptable to Seller, Buyer believes that the Purchase Price Allocation Schedule (or any portion thereof) is materially incorrect, the Independent Accounting Firm shall determine whether the Purchase Price Allocation Schedule or such portion is materially incorrect and the determination of such Independent Accounting Firm shall be final. If the Independent Accounting Firm determines that the Purchase Price Allocation Schedule or such portion is not materially incorrect, Seller and Buyer shall be bound by the Purchase Price Allocation Schedule. If the Independent Accounting Firm determines that the Purchase Price Allocation Schedule (or any portion thereof) is materially incorrect, Seller and Buyer shall be bound by the Purchase Price Allocation Schedule as adjusted by such Independent Accounting Firm. Neither Buyer nor Seller shall agree to any proposed adjustment to the Purchase Price Allocation Schedule by any taxing authority without first giving the other prior written notice and the opportunity to challenge such proposed adjustment. Seller and Buyer each shall prepare a mutually acceptable and substantially identical IRS Form 8594 “Asset Acquisition Statement Under Section 1060” consistent with the Purchase Price Allocation Schedule which the Parties shall use to report the transactions contemplated by this Agreement to the applicable taxing authorities. The Purchase Price Allocation Schedule shall be revised to take into account subsequent adjustments to the Purchase Price, including any indemnification payments (which shall be treated for Tax purposes as adjustments to the Purchase Price), in accordance with the provisions of 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 AllocationRegulations thereunder. (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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Seller shall prepare Purchaser and deliver the Sellers will cooperate in good faith to Buyer an determine the appropriate 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”)) in accordance with the provisions of this Section 3.5; provided, however, that the manner of allocating the Purchase Price to the Shares and the covenant not to compete (see Section 7.1) is subject to the requirements of Schedule 3.5. Buyer Purchaser and the Sellers shall have twenty (20) days from the receipt of use the Purchase Price Allocation or any update thereto as the basis for reporting asset values and other items for purposes of all Tax Returns. Purchaser and the Sellers agree to review treat and comment on the Purchase Price Allocation. Seller report (and, if necessary, to cause each of their Affiliates to treat 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 (30report) 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) provided for 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 Properties and 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) this Agreement in a manner consistent with the values Purchase Price Allocation; provided, however, that Purchaser and the Sellers hereby agree that such allocation will in no way be viewed or asserted by any party as indicative of the Properties as so appraised. Losses that would be suffered by Purchaser if a Seller were to breach the provisions of Section 7.1. In order to facilitate the determination of the Purchase Price Allocation, within 15 days after the final determination of the Closing Date Balance Sheet in accordance with Section 3.3(a), Purchaser will deliver to the Sellers Representative, on behalf of Sellers, a written proposal that sets forth an appropriate allocation of the Purchase Price (iii) Neither Seller nor Buyer the “Proposed Purchase Price Allocation”). The Sellers shall takehave the right for 30 days following receipt of the Proposed Purchase Price Allocation to object to the allocations described therein. Any objection made by the Sellers shall be accompanied by materials showing in reasonable detail the Sellers’ support for their position. The Sellers shall be deemed to have waived any rights to object under this Agreement, or unless the Sellers furnish their written objections, together with supporting materials, to Purchaser within such 30-day period. Purchaser and the Sellers shall permit meet to resolve any of differences in their respective Affiliates positions with respect to takethe Purchase Price Allocation. If the parties are unable to agree upon a Purchase Price Allocation, any position inconsistent Purchaser or Agent may submit the matter to be resolved through an abitration procedure conducted in accordance with Section 10.3. If there is no timely objection as provided above, the allocation under Proposed Purchase Price Allocation as determined by Purchaser shall be binding and constitute the Purchase Price Allocation for purposes of this Agreement. If there is a timely objection as provided above, the Purchase Price Allocation as revised, if applicable, by the agreement of Purchaser and Agent or through arbitration as provided in Section 7.8(e) on any Tax Return or otherwise10.3, unless required to do so by Applicable Laws or a “determination,” within the meaning shall be binding and final for purposes of Section 1313(a)(1) of the Codethis Agreement.

Allocation of Purchase Price. The Purchase Price shall be allocated as specified in Schedule 7 both for purposes of the payment thereof and tax accounting for the sale of the Assets and the assignment of the Licenses. The allocation of the Purchase Price shall be controlling for tax purposes and shall be utilized in preparing IRS Form 8594. CONFIDENTIAL TREATMENT REQUESTED THE REDACTED MATERIAL HAS BEEN FILED WITH THE COMMISSION 5 5. METHOD OF PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid as follows: (ia) No later Concurrently with the execution of this Agreement and the delivery by Seller of an executed FCC Form 490 for each of the Licenses, the sum of Twenty-Five Thousand Dollars ($25,000) (the "Deposit") shall be delivered to Seller by wire transfer. The Deposit shall be invested in an interest-bearing account, and the Deposit and any interest accrued thereon shall be credited against the Purchase Price at the Closing. (b) The Purchase Price shall be payable in cash at the Closing. Provided that the Current Market Price (as hereinafter defined) shall be not less than $10.00 per share, in lieu of paying the entire Purchase Price in cash, Buyer shall have the right to issue shares of common stock ($0.001 par value) ("Nextel Common Stock") to Seller for all or any portion of the Purchase Price. The number of shares of Nextel Common Stock that may be issued hereunder shall be the quotient of the allocated amount of Purchase Price to be paid in Nextel Common Stock divided by the Current Market Price per share of Nextel Common Stock as of the Closing Date. The "Current Market Price" shall be deemed to be the average of the daily closing price per share of Nextel Common Stock for the thirty (30) consecutive trading days after Closingimmediately preceding the Closing Date. In the event of a stock dividend, Seller shall prepare and deliver to Buyer an allocation stock split or other reclassification of the Base Purchase Nextel Common Stock during such 30-day period, the Current Market Price and assumed obligations among shall be adjusted accordingly. The closing price for each trading day shall be the Properties last sale price, regular way, or in accordance with Section 1060 the absence of such trading, the average of the Code closing bid and ask prices, regular way, in either case on the Treasury regulations promulgated thereunder national securities exchange or the NASDAQ National Market (whichever exchange or market is the “Purchase Price Allocation”principal trading market for Nextel Common Stock at the time). Buyer The term "trading day" shall have twenty (20) days from mean a day on which the receipt of the Purchase Price Allocation or any update thereto to review and comment principal national securities exchange 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 AllocationNextel Common Stock is listed is open for trading. (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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Seller shall prepare and deliver provide to Buyer an allocation of within 60 days after the Base Closing, a schedule allocating the Purchase Price and assumed obligations among the Properties Purchased Interests (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule shall be prepared in good faith and in accordance with applicable provisions of the Code. Buyer shall have reasonable opportunity to review and comment on the Purchase Price Allocation Schedule. Seller shall make such revisions to the Purchase Price Allocation Schedule as may be reasonably requested by Buyer and approved by Seller. After consideration of Buyer’s comments, Seller’s Purchase Price Allocation Schedule shall be binding on both Seller and Buyer for all federal income tax purposes; provided, that if upon the advice of tax counsel reasonably acceptable to Seller, Buyer believes that the Purchase Price Allocation Schedule (or any portion thereof) is materially incorrect, the Independent Accounting Firm shall determine whether the Purchase Price Allocation Schedule or such portion is materially incorrect and the determination of such Independent Accounting Firm shall be final. If the Independent Accounting Firm determines that the Purchase Price Allocation Schedule or such portion is not materially incorrect, Seller and Buyer shall be bound by the Purchase Price Allocation Schedule. If the Independent Accounting Firm determines that the Purchase Price Allocation Schedule (or any portion thereof) is materially incorrect, Seller and Buyer shall be bound by the Purchase Price Allocation Schedule as adjusted by such Independent Accounting Firm. Neither Buyer nor Seller shall agree to any proposed adjustment to the Purchase Price Allocation Schedule by any taxing authority without first giving the other prior written notice and the opportunity to challenge such proposed adjustment. Seller and Buyer each shall prepare mutually acceptable and substantially identical IRS Forms 8594 “Asset Acquisition Statement Under Section 1060” and IRS Forms 8883 (with respect to the acquisition of the Section 338 Companies) 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 Buyer agrees to provide the other promptly with any other information required to complete Forms 8594 and 8883. The Purchase Price Allocation Schedule shall be revised to take into account subsequent adjustments to the Purchase Price, including any indemnification payments (which shall be treated for Tax purposes as adjustments to the Purchase Price), in accordance with the provisions of 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 AllocationRegulations thereunder. (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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (ia) No later than thirty (30) days after Closing, Seller Echo shall prepare and deliver to Buyer an allocation of the Base Purchase Price and assumed obligations among the Properties in accordance with Section Code § 1060 and the applicable Treasury Regulations thereunder of the Code Purchase Price (plus liabilities of the Company and capitalized costs, to the Treasury regulations promulgated thereunder extent such liabilities and other amounts should be included in the purchase price for federal income Tax purpose) allocable to the assets of the Company (the “Draft Purchase Price Allocation”)) for approval by Seller, which Draft Purchase Price Allocation, upon such approval, shall be binding upon Echo and Seller and shall be referred to as the “Final Purchase Price Allocation”. Buyer The Draft Purchase Price Allocation will be provided by Echo to Seller as soon as practicable following the Closing, and Seller shall have twenty (20) inform Echo in writing within 10 days from of receiving the receipt of Draft Purchase Price Allocation whether Seller approves the Draft Purchase Price Allocation or any update thereto to review and comment on does not approve the Draft Purchase Price Allocation. Seller and Buyer shall thereafter use commercially reasonable efforts provide such information as Echo may reasonably request to agree upon assist Echo with preparing the Draft Purchase Price Allocation. The If Seller approves the Draft Purchase Price Allocation within the 10-day period, or Seller fails to provide written notice to Echo that Seller objects to the Draft Purchase Price Allocation within the 10-day period, then the Draft Purchase Price Allocation shall be consistent with become the allocation set forth on Annex A, taking into account any adjustments Final Purchase Price Allocation. If Seller provides Echo a written objection to the Base Purchase Price. Seller shall use commercially reasonable efforts to update the Draft Purchase Price Allocation in within the 10-day period (together with a manner consistent with Section 1060 of the Code following any applicable adjustments statement explaining Seller’s particular objections to the Base Draft Purchase Price pursuant to this Agreement. Allocation along with Seller’s reasons for any objections), then the Draft Purchase Price Allocation shall not become the Final Purchase Price Allocation at such time, and Echo and Seller shall provide Buyer with any cooperate in good faith for a period of 30 days to resolve their differences. If Echo and Seller resolve their differences within such updated 30-day period, the Draft Purchase Price Allocation, as amended to reflect any changes agreed upon by Echo and Buyer Seller, shall have thirty (30) days from become the receipt of the Purchase Price Allocation or any update thereto to review and comment on such adjustments to the Final Purchase Price Allocation. If Echo and Seller are unable to resolve their differences within such 30-day period, after which Echo and 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 their respective Affiliates shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree entitled to allocate the Purchase Price among to the Properties assets of the Company in such manner as each independently determines is reasonable. (b) Echo, the Seller, their Affiliates and report the transactions contemplated hereby on any other applicable Persons (each a “Tax Filing Party”) shall file all Tax Returns (including IRS 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 8594, consistent with the values Final Purchase Price Allocation, if any. None of the Properties as so appraised. (iii) Neither Seller nor Buyer Tax Filing Parties shall take, or shall permit take any of their respective Affiliates to take, any income Tax position inconsistent with the allocation under Section 7.8(e) on Final Purchase Price Allocation, if any, or agree to any proposed adjustment to the Final Purchase Price Allocation, if any, by any Governmental Authority without first giving Echo or Seller, as applicable, prior written notice; provided, however, that nothing contained herein shall prevent a Tax Return Filing Party from settling any proposed deficiency or otherwiseadjustment by any Governmental Authority based upon or arising out of the Final Purchase Price Allocation Schedule, unless if any, and no Tax Filing Party shall be required to do so litigate before any court any proposed deficiency or adjustment by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codeany Governmental Authority challenging such Final Purchase Price Allocation, if any.

Allocation of Purchase Price. (a) Buyer shall deliver a schedule allocating the Purchase Price (including any Assumed Liabilities and other relevant amounts properly treated as consideration for the Purchased Assets and the Acquired Entity for U.S. federal Tax purposes) among (i) No later than the Acquired Entity and (ii) all other Purchased Equity Interests and the Purchased Assets at least three (3) Business Days before the Closing Date (the “Pre-Closing Purchase Price Allocation”). If Seller notifies Buyer in writing that Seller objects to any allocation set forth thereon, Xxxxx and Seller shall negotiate in good faith to resolve such objection. (b) Within thirty (30) days after Closingthe Closing Date, Seller shall prepare and deliver to Buyer an allocation of a schedule allocating the Base Purchase Price (including any Assumed Liabilities and assumed obligations other relevant amounts properly treated as consideration for the Purchased Assets and the Acquired Entity for U.S. federal Tax purposes) among the Properties Purchased Equity Interests and the Purchased Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Purchase Price AllocationAllocation Schedule”). Buyer shall have twenty (20) days from ; provided, that 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 Schedule 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 Pre-Closing Purchase Price Allocation. If, and Buyer shall have within thirty (30) days from after the delivery of the Allocation Schedule, Buyer notifies Seller in writing that Buyer objects to any allocation set forth thereon, Buyer and Seller shall negotiate in good faith to resolve such objection. In the event that Xxxxx and Seller are unable to resolve such dispute within thirty (30) days following Xxxxx’s notification of such objection, Buyer and Seller shall jointly retain the Verification Accountant to resolve the disputed items. The Verification Accountant shall consider only those items and amounts in the Allocation Schedule that are identified as being items and amounts to which Buyer and Seller have been unable to agree. The Verification Accountant shall finally and conclusively resolve any dispute relating to matters set forth in this Section 2.9 within thirty (30) days following receipt of the Purchase Price submission. Upon resolution of the disputed items, the Allocation or any update thereto Schedule shall be adjusted to review reflect such resolution. The fees, costs and comment on such adjustments expenses of the Verification Accountant will be allocated to and borne in inverse proportion to the Purchase Price Allocationrelative extent to which Buyer, after which on the one hand, and Seller, on the other hand, prevail on the disagreements resolved by the Verification Accountant. Buyer and Seller and Buyer shall reasonably agree on such adjustments. Seller and Buyer shall report the transactions contemplated hereby on file 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, Allocation Schedule unless otherwise required to do so by Applicable Laws or a “determination,” determination within the meaning of Section 1313(a)(11313(a) of the CodeCode and shall not otherwise take any position for Tax purposes in a manner inconsistent with the Allocation Schedule unless otherwise required by applicable Law. The Parties agree to notify each other with respect to the initiation of any Proceeding by any Governmental Authority relating to the Allocation Schedule and agree to consult with each other with respect to any such Proceeding by any Governmental Authority; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any Tax audit, claim or similar proceedings in connection with the allocation.

Allocation of Purchase Price. (ia) No later than thirty Within ninety (3090) days after Closingthe determination of the Final Adjustment, Buyer shall provide to Seller shall prepare and deliver to Buyer a schedule setting forth a proposal for an allocation of the Base Purchase Price and (plus any assumed obligations liabilities, to the extent properly taken into account under the Code) among the Properties 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 1060 of the Code and the Treasury regulations promulgated thereunder Regulations thereunder. (the “Purchase Price Allocation”). b) Each of Buyer and Seller agrees and acknowledges that each shall have twenty (20and shall cause its Affiliates to) 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 by this Agreement to the applicable Taxing Authorities (including filing IRS 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 Properties and 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 Code8594) in a manner consistent with the values 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 mutually agreed upon by the Parties and in accordance with the provisions of Section 1060 of the Properties as so appraisedCode and the Treasury Regulations thereunder. (iiic) Neither Seller nor Buyer 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 takerefer such dispute to the Independent Accountants, or which firm shall permit any of their respective Affiliates make a final and binding determination as to take, any position inconsistent all matters in dispute with the allocation under respect to this Section 7.8(e2.7 (and only such matters) on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Accountants shall not have the power to modify or amend any Tax Return term or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning provision of Section 1313(a)(1) this Agreement. Each Party shall bear and pay one-half of the Codefees and other costs charged by the Independent Accountants pursuant to this Section 2.7(c).

Allocation of Purchase Price. (ia) No later than thirty sixty (3060) days after ClosingClosing or within a reasonable time thereafter as agreed by Sellers and Purchaser, Seller Purchaser shall prepare and deliver to Buyer an Sellers a proposed 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 (plus the Assumed Liabilities and any update thereto to review and comment on other Liabilities deemed assumed by the Purchase Price Allocation. Seller and Buyer shall thereafter use commercially reasonable efforts to agree upon Purchaser for U.S. federal income Tax purposes) among the Purchase Price Allocation. The Purchase Price Allocation Transferred Assets which 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 prepared in a manner consistent with Section 1060 of the U.S. Internal Revenue Code following any applicable adjustments to of 1986, as amended (the Base Purchase Price pursuant to this Agreement“Code”) (the “Proposed Allocation Schedule”). Seller shall provide Buyer with any such updated Purchase Price Allocation, and Buyer shall have thirty (30) days from the After receipt of the Purchase Price Proposed Allocation or any update thereto 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 comment binding on such adjustments the Parties unless Sellers communicate to Purchaser objections to the Purchase Price AllocationProposed Allocation Schedule (an “Allocation Dispute Notice”). Sellers and Purchaser shall, after which Seller within ten (10) days (or such longer period as Sellers and Buyer Purchaser may agree in writing) following delivery of an Allocation Dispute Notice (the “Allocation Resolution Period”), attempt in good faith to 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 reasonably agree on such adjustmentsbe 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. Seller Purchaser and Buyer Sellers shall report the transactions contemplated hereby on file all Tax Returns (including Form 8594 and all other information amended returns and supplements thereto required to be filed by the parties under Section 1060 of the Codeclaims for refund) 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 Properties and 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) reports in a manner consistent with the values of the Properties as so appraised. (iii) Neither Seller nor Buyer Final Allocation Schedule and shall take, or shall permit any of their respective Affiliates to take, not take any position for Tax purposes (including on IRS Form 8594 or in any audit or other examination or proceeding relating to Taxes) inconsistent with the allocation under this Section 7.8(e) on any Tax Return or otherwise, 1.5 unless required to do so by Applicable Laws or a “determination,” applicable Law. (b) If Purchaser and Sellers are unable to completely resolve any Allocation Dispute within the meaning 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. The Accounting Firm shall be instructed to resolve any outstanding Dispute; provided, that the Accounting Firm’s determination of Section 1313(a)(1any amount subject to the Dispute shall be no (i) less than the lesser of the Codeamounts claimed by Purchaser and Sellers, respectively, or (ii) greater than the 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 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 hand, in the same proportion that the dollar amount subject to the Dispute which is not resolved in favor of the Purchaser and the Sellers, as applicable, bears to the total dollar amount subject to the Dispute resolved by the Accounting Firm.

Allocation of Purchase Price. (i) No later than thirty (30) A. Within 60 days after Closingthe Closing Date, Buyer will provide to Seller shall prepare copies of IRS Form 8594 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 any required exhibits thereto (the “Purchase Price Allocation”). Buyer shall have twenty (20"PURCHASE PRICE ALLOCATION SCHEDULE") days from the receipt with Buyer's proposed allocation of the Purchase Price Allocation or (together with any update thereto to review and comment on assumed liabilities). Within 30 days after the Purchase Price Allocation. Seller and Buyer shall thereafter use commercially reasonable efforts to agree upon the Purchase Price Allocation. The receipt of such Purchase Price Allocation shall Schedule, Seller will propose to Buyer any changes to such Purchase Price Allocation Schedule (and in the event no such changes are proposed in writing to Buyer within such time period, the Seller will be consistent with the allocation set forth on Annex Adeemed to have agreed to, taking into account any adjustments to the Base Purchase Price. Seller shall use commercially reasonable efforts to update and accepted, the Purchase Price Allocation Schedule). Buyer and Seller will endeavor in a manner consistent good faith to resolve any differences with Section 1060 respect to the Purchase Price Allocation Schedule within 15 days after Buyer's receipt of written notice of objection from Seller. B. The parties agree that the book value of the Code following any applicable adjustments to Acquired Assets approximates their fair value and that the Base Purchase Price pursuant Allocation will allocate Premium to this Agreementgoodwill. Seller The parties further agree that for purposes of the Declaration of Value and the Title Policies and Title Commitments to be delivered at the Closing, the parties shall provide Buyer with any such updated Purchase Price Allocation, and Buyer shall have thirty (30) days from allocate the receipt portion of the Purchase Price Allocation or any update thereto to review and comment on such adjustments allocable 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 Real Property based 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 book value of the Properties consistent with Real Property as of 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 Closing Date. C. Buyer and Seller and one-half by Buyer. Seller and Buyer each hereby agree to allocate the Purchase Price among the Properties file their respective Tax Returns, reports, and report the transactions contemplated hereby on all Tax Returns (forms, including Internal Revenue Service Form 8594 and all other information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code) 8594, in a manner consistent with the values of the Properties as so appraisedPurchase Price Allocation Schedule. D. Buyer and Seller shall not (iiii) Neither Seller nor Buyer shall taketake any position in any Tax Return, report, or shall permit form, including any amendments thereto, or (ii) reach any settlement or agreement in respect of their respective Affiliates to takeany audit which, any position in either case, is inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwisePurchase Price Allocation Schedule, unless required such inconsistency is mandated by applicable law. If such inconsistency is mandated by applicable law, the party taking such position shall provide timely and reasonable notice to do so by Applicable Laws or the other party of such inconsistency and its effect on the Purchase Price Allocation Schedule. [*] Confidential information on this page has been omitted and filed separately with the Securities and Exchange Commission pursuant to a “determination,” within the meaning of Section 1313(a)(1) of the CodeConfidentiality Treatment Request.

Allocation of Purchase Price. The Sellers’ Representative, the Sellers and the Buyer agree that: (ia) No later than the Preliminary Purchase Price, the Final Purchase Price, the Liabilities of the Companies (plus other relevant items treated as consideration for income tax purposes), the Earnout Payments and all adjustments to the preceding made pursuant to the terms of this Agreement shall be allocated for all Tax purposes among the assets deemed to be sold by each of SM Holdings and SSY Holdings and (b) this allocation shall be in accordance with the allocation methodology attached as Exhibit D attached to this Agreement (the “Allocation Methodology”). Within thirty (30) days after Closing, Seller shall prepare and deliver to Buyer an allocation the determination of the Base Final Purchase Price and assumed obligations among any Earnout Payments (or any subsequent adjustments thereto), the Properties Sellers’ Representative shall prepare a purchase price allocation in accordance with the methodology set forth on Exhibit D for review and approval by the Buyer. Following receipt thereof, Buyer shall have a period of ten (10) days to provide Seller’s Representative with a statement of any disputed items with respect to such allocation. In the event Buyer provides such statement and Buyer and Sellers’ Representative are unable to reach agreement with respect to any disputed items within a period of ten days after Seller’s Representative’s receipt of such statement, all such disputed items shall be submitted to the Independent Accountant for final resolution. The allocation ultimately agreed upon by Buyer and Sellers’ Representative under this Section 1060 of the Code and the Treasury regulations promulgated thereunder (2.7 shall be referred to herein as the “Purchase Price Allocation”). Neither the Sellers’ Representative, the Sellers nor the Buyer shall have twenty take any position (20whether in audits, Tax Returns or otherwise) days from the receipt of the that is inconsistent with such 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 amended Purchase Price Allocation, and Buyer shall have thirty (30if applicable) 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within Law. The Buyer and the meaning of Section 1313(a)(1) Companies shall report the allocation of the Codetotal consideration among the Companies assets in a manner consistent with the final Purchase Price Allocation and act in accordance with the final Purchase Price Allocation in the preparation and timely filing of all Tax Returns (including filing IRS Form 8594 with their respective federal income Tax Returns for the taxable year that includes the Closing Date). The Buyer and the Sellers’ Representative agree to promptly provide the other parties with any reasonable additional information with respect to the Buyer or the Sellers, as the case may be, and reasonable assistance required to complete IRS Form 8594 or to compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated by this Agreement. Each Party will promptly inform the others of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.7 and the Buyer and the Sellers’ Representative agree to consult with one another and to keep each other fully informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge and, provided further, in no event will the Buyer or the Companies settle or otherwise resolve any such challenge without the prior written consent of the Sellers’ Representative, such consent not to be unreasonably withheld or delayed.

Allocation of Purchase Price. (a) The Pre-Adjustment Purchase Price shall be tentatively allocated as follows: (i) No approximately 80% of the Pre-Adjustment Purchase Price shall be tentatively allocated to the Installment Note Purchase Price, subject to adjustment as provided in this Section 2.2(a); and (ii) the balance of the Pre-Adjustment Purchase Price shall be allocated to the Cash Purchase Price. Not later than thirty (30) 10 days after Closingprior to the Closing Date, Seller shall prepare determine and deliver to the Buyer an Representative, subject to the Buyer Representative’s consent (which consent shall not be unreasonably withheld or delayed), the actual amounts of the Installment Note Purchase Price to be paid by each Buyer to Seller at the Closing and the Cash Purchase Price to be paid by each Buyer Parent, each Buyer, each Cash Entity and Buyer Affiliate to Seller at the Closing, which amounts shall be consistent with the allocation of Purchased Assets between Cash Assets and Installment Note Assets and among the various Buying Parties pursuant to Section 1.5. The Installment Note Purchase Price (prior to any adjustments made pursuant to Sections 2.3 or 2.4) shall not exceed $4,000,000,000. The initial allocation described in this Section 2.2(a) shall be further adjusted in accordance with the Purchase Price adjustment provisions set forth in Sections 2.3 and 2.4. (b) Not later than 90 days after the Closing, Buyer Parents shall determine, prepare and submit to Seller proposed schedules of the following, subject to Seller’s consent (which consent shall not be unreasonably withheld or delayed): (i) the allocation of the Base Installment Note Purchase Price (together with any Timber Entity Assumed Liabilities that are considered liabilities for Income Tax purposes and assumed obligations that directly relate to the Installment Note Timberlands) among the Properties Installment Note Timberlands (the “Installment Note Purchase Price Allocation”) and (ii) the allocation of the Cash Purchase Price (together with any Assumed Liabilities that are considered liabilities for Income Tax purposes and that are directly related to the Cash Assets) among the Cash Assets (the “Cash Purchase Price Allocation” and, together with the Installment Note Purchase Price Allocation, the “Purchase Price Allocation”). The Installment Note Purchase Price (together with any Timber Entity Assumed Liabilities that are considered liabilities for Income Tax purposes and that are directly related to the Installment Note Timberlands) shall be allocated in its entirety to the Installment Note Timberlands. Any Cash Assets used or held for use by the Selling Parties in connection with the ownership and operation of the Installment Note Timberlands (including any Timber Entity Assets that do not constitute Installment Note Timberlands and any Buyer Affiliate Assets) or any Assumed Liabilities (other than any Timber Entity Assumed Liabilities that are directly related to the Installment Note Timberlands) shall be allocated as a part of the Cash Purchase Price Allocation. It is the intention of the Parties that the Installment Note Purchase Price (in the form of Timber Notes) will be paid solely as consideration for the sale of the Installment Note Timberlands; provided, however, that certain post-Closing adjustments to the Purchase Price made in the form of cash may be allocated in part to the Installment Note Timberlands. Buyer Parent shall adjust the Purchase Price Allocation from time to time to reflect any adjustments to the Purchase Price made pursuant to Sections 2.3 and 2.4 and Article XIII, subject to Seller’s consent (which consent shall not be unreasonably withheld or delayed). (c) The Purchase Price Allocation shall be made in accordance with Section 1060 of the Code and applicable Treasury Regulations. Except to the Treasury regulations promulgated thereunder extent such action or inaction would cause any Person to be in violation of the final determination of any Tax Authority, each of the Parties shall: (the “Purchase Price Allocation”). Buyer shall have twenty (20i) days from the receipt of be bound by the Purchase Price Allocation or for purposes of determining any update thereto Taxes; (ii) prepare and file, and cause their Affiliates to review prepare and comment file, their Tax Returns on a basis consistent with the Purchase Price Allocation. Seller ; and Buyer shall thereafter use commercially reasonable efforts (iii) take no position, and cause their Affiliates to agree upon the Purchase Price Allocation. The Purchase Price Allocation shall be consistent take no position, inconsistent 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 on any applicable adjustments to Tax Return or in any proceeding before any Tax Authority or otherwise. In 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 event that the Purchase Price Allocation is disputed by any Tax Authority, the Party receiving notice of the dispute shall promptly notify the other Parties concerning the dispute and shall consult with the other Parties concerning the resolution of the dispute and each Party shall cooperate in good faith in responding to such challenge in order to preserve the effectiveness of the allocations determined pursuant to this Section 2.2. Each Party shall cooperate in the preparation and timely filing of Form 8594 and any comparable state or local forms or reports and, to the extent permissible by or required by law, any update corrections, amendments or supplements (or additional forms or reports) thereto to review and comment on such (including any supplements, amendments, forms or reports arising as a result of any adjustments to the Purchase Price Allocation, after which Seller pursuant to Sections 2.3 and Buyer shall reasonably agree on such adjustments. Seller 2.4 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 AllocationArticle XIII). (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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. The allocation of the Purchase Price (iincluding any portion of the Assumed Liabilities if applicable) No later than will be negotiated by the Parties in accordance with Applicable Tax Law (as defined below). Purchaser shall propose and deliver to Seller a preliminary allocation among the Assets of the Purchase Price and such other consideration to be paid to Seller pursuant to this Agreement (an “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 Section 1060 (“Applicable Tax Law”) and the regulations thereunder and in a manner which facilitates Property Tax reporting and shall separately allocate Assets in the Facilities Switchyard. Seller shall within thirty (30) days after Closing, Seller shall prepare and deliver thereafter propose any changes 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 Within thirty (30) days following delivery of such proposed changes, Purchaser shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Purchaser and Seller are unable to resolve any disputed objections within ten (10) days thereafter, such objections shall be referred to the 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 receipt date of engagement. Such determination shall be final, conclusive and binding upon the Parties for all Tax purposes, and the Allocation shall be so adjusted (the allocation, including the adjustment, if any, to be referred to as the “Final Pre-Closing Allocation”). Within thirty (30) days of the Purchase Price Allocation or any update thereto determination of the Post-Closing Adjustment, the Parties shall agree to review and comment on such the adjustments to the Purchase Price Final Pre-Closing Allocation (“Final Allocation”). The fees and disbursements of the 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, after which Seller as the case may be, and Buyer shall reasonably agree on such adjustments. Seller and Buyer shall to report the transactions contemplated hereby on all by this Agreement for federal Income 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 Properties and 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) purposes in a manner consistent with the values Allocation or Final Allocation, as the case may be. Each of Purchaser and Seller further agree to provide a copy of its Internal Revenue Service Form 8594 for inspection by the Properties as so appraisedother Party not fewer than 10 business days prior to filing such form. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. Within sixty (i) No later than thirty (3060) days after the Closing, Seller Buyer shall prepare and deliver to Buyer an allocation of Seller a schedule (the Base “Allocation Schedule”) allocating the Purchase Price and assumed obligations (including, for purposes of this Section 3.4, any other consideration paid to Seller including the Assumed Obligations) among the Properties Acquired Assets in accordance with Schedule 3.4. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder Regulations thereunder. Upon completion of its review of the Allocation Schedule, and in all events within thirty (30) days after delivery to Seller, Seller shall, by written notice to Buyer, either accept it as prepared by Buyer or propose adjustments. If Seller accepts the “Purchase Price Allocation”). Allocation Schedule as prepared by Buyer, or fails to provide written objections within such thirty (30) day period, then the Allocation Schedule as submitted by Buyer shall have twenty (20) days from the receipt of the Purchase Price Allocation or any update thereto to review be deemed final and comment binding on the Purchase Price Allocationparties. If Seller proposes adjustments to the Allocation Schedule, Seller shall specify the amount of each proposed adjustment, the item to which such proposed adjustment relates and the facts and circumstances supporting the adjustment. Seller and Buyer shall thereafter then meet and use commercially reasonable efforts to agree upon reconcile the Purchase Price Allocationproposed adjustments. The Purchase Price Allocation shall be consistent with If the allocation set forth on Annex A, taking into account any proposed 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 not been reconciled within thirty (30) days from the receipt of Seller’s notification to Buyer of the Purchase Price Allocation proposed adjustments (or any update thereto to review and comment on such adjustments to the Purchase Price Allocation, after which longer period upon as Seller and Buyer may agree), they shall reasonably agree on such adjustmentsrefer their differences to the Referee Accountant. 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 The decision of the Code) in a manner consistent with such Purchase Price Allocation. (ii) If, notwithstanding Section 7.8(e)(i), Seller Referee Accountant shall be final and binding upon Buyer do not agree on the Purchase Price Allocation or any adjustment thereto, and Seller. Buyer and 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 each pay one-half by of the fees and expenses of the Referee Accountant. Buyer and Seller each agree to file Internal Revenue Service Form 8594, and one-half by Buyerall federal, state, local and foreign Tax Returns, in accordance with the Allocation Schedule. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare such Allocation Schedule. Buyer and Seller agree to allocate provide the Purchase Price among the Properties and report the transactions contemplated hereby on all other promptly with any other information required to complete Form 8594. Neither Buyer nor Seller shall take any position (whether in audits, 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 Codeor otherwise) in a manner consistent with the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position that is inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, Allocation Schedule unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codeapplicable law.

Allocation of Purchase Price. (ia) No The Purchase Price shall be allocated as shown on an allocation schedule (the “Allocation Schedule”) to be prepared by the Seller no later than thirty five (305) days after ClosingBusiness Days prior to the Closing Date and approved by the Buyer prior to the Closing Date. If it is determined, Seller shall prepare and deliver to Buyer an allocation of the Base Purchase Price and assumed obligations among the Properties in accordance with Section 3.2 hereof, that an Adjustment Payment is due and payable, then the Adjustment Payment shall be allocated as shown on a revised allocation schedule (the “Revised Allocation Schedule”) to be prepared by the Seller within ninety (90) days after such determination. The allocation set forth in such Allocation Schedule (or the Revised Allocation Schedule if applicable) shall comply with the rules of Section 1060 of the Internal Revenue Code and the Treasury regulations Regulations promulgated thereunder (the “Purchase Price Allocation”)thereunder. The Buyer shall have twenty a period of ten (2010) days from the Business Days following receipt of the Purchase Price Revised Allocation or any update thereto Schedule in which to review such Revised Allocation Schedule and comment raise any objections that the Buyer may have. Unless the Buyer timely objects in writing to such Revised Allocation Schedule, such Revised Allocation Schedule shall become binding on the Purchase Price Allocationparties without further adjustment. If the Buyer timely objects, the Buyer and Seller and Buyer shall thereafter use commercially their reasonable best efforts to resolve the disagreement during the ten (10) day period following the Seller’s receipt of the Buyer’s notice of objection. If the Buyer and Seller cannot agree upon on such Revised Allocation Schedule, as the Purchase Price Allocation. The Purchase Price Allocation case may be, in such ten (10) day period, then the Buyer and the Seller shall jointly engage an independent certified public accounting firm (the cost of which shall be consistent split equally by the Buyer and Seller) to serve as the final arbiter as to those matters in dispute with respect to such allocation. (b) The Buyer and Seller agree to be bound by the allocation set forth on Annex Ain the Allocation Schedule (or the Revised Allocation Schedule if any) for all purposes of Tax reporting, taking into account any adjustments including the filing of IRS Form 8594 in accordance with the Allocation Schedule (except where differences between the book value and the Tax value are required to be reflected under applicable IRS guidelines, in such case the Base Purchase PriceBuyer and Seller agree to be bound by such applicable IRS guidelines) and the filing of an amended IRS Form 8594 in the event a Revised Allocation Schedule is prepared after the Initial Form 8594 has been filed. Seller shall use commercially reasonable efforts Except as otherwise required pursuant to update the Purchase Price Allocation in a manner consistent with “determination” as defined under Section 1060 1313 of the Code following (or any applicable adjustments to comparable provision of state or local law), neither the Base Purchase Price pursuant to this Agreement. Buyer nor the Seller shall provide Buyer (nor shall either such party allow its Affiliates to) file a Tax Return or take any position 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position Governmental Entity that is inconsistent with the allocation under Section 7.8(e) on any Tax Return Allocation Schedule or, if applicable, the Revised Allocation Schedule. In the event the Buyer or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning Seller receives notice of Section 1313(a)(1) an audit in respect of the Codeallocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit.

Allocation of Purchase Price. (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 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) No later than 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 Closing, Seller shall prepare and deliver to Buyer an allocation delivery 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 Closing Adjustments Allocation Schedule, deliver a notice (the “Purchase Price Allocation”)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 shall have and APD shall, during the 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 following such delivery, use commercially reasonable efforts to agree upon reach agreement on the Purchase Price Allocationdisputed items or amounts. The Purchase Price Allocation 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 consistent with made by the allocation set forth on Annex A, taking into account any adjustments Accounting Firm to the Base Purchase PricePrice Allocation). Seller 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 use commercially reasonable efforts be applied to update the Base Purchase Price Allocation and, as so applied, shall become the final allocation of the Purchase Price among the PMD Shares and the PMD Asset Sellers (the “Final Allocation”), which shall be conclusive and 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 Taxes, (ii) prepare and file IRS Form 8594 and any other comparable forms required under applicable Tax Law in a manner consistent with the Final Allocation, (iii) prepare and file its Tax Returns on a basis consistent with the Final Allocation and (iv) take no position inconsistent with the Final Allocation on any applicable Tax Return or in any proceeding before any Tax Authority, except as otherwise required pursuant to a Final Determination. In the event that 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 Date, 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 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 following any applicable adjustments and the Treasury Regulations promulgated thereunder to the Base Purchase Price pursuant extent applicable. For the avoidance of doubt, the Preliminary Asset Allocation Schedule shall be limited to this Agreementthe specific assets and liabilities described in the immediately preceding sentence and shall be consistent in all respects with the Final Allocation. Seller shall provide Buyer If APD disagrees with any such updated Purchase Price Allocationthe Preliminary Asset Allocation Schedule, and Buyer shall have APD may, within thirty (30) days from the receipt after delivery of the Purchase Price 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 update thereto remaining disputes. The Preliminary Asset Allocation Schedule, as it may be adjusted pursuant to review any agreement between APD and comment Buyer or as determined by the Accounting Firm, shall be conclusive and binding on such adjustments 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 Allocationor 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, after if relevant for purposes of any applicable Law, to the assets to which Seller such adjustment relates; and shall make any corresponding changes required to reflect such adjustment; in each case as reasonably determined by APD and Buyer consistent with the Base Purchase Price Allocation and, to the greatest extent reasonably possible, with the Final Allocation. In the event of any such adjustment, the parties shall reasonably agree on such adjustments. Seller and Buyer shall report the transactions contemplated hereby on all timely file with any relevant Tax Returns (including Form 8594 and all other Authority any additional 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 Allocationapplicable Law. (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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (ia) No later than thirty With respect to the individual Facilities, the Purchase Price shall be allocated as set forth on Schedule 3.3, which will be provided by Seller at least ten (3010) days after Closing, Seller shall prepare and deliver prior to Buyer an allocation the end of the Base Due Diligence Period. Any adjustments to the Purchase Price and assumed obligations among provided herein that are attributable solely to a particular Facility shall result in an adjustment of the Properties Purchase Price allocated to such Facility. Any adjustments to the Purchase Price provided herein that are attributable to one or more Facilities shall result in a pro-rata adjustment (determined in accordance with the proportional amount of Purchase Price allocated to each Facility) of the Purchase Price allocated to each Facility with respect to which such adjustment is attributable. (b) Additionally, the parties acknowledge that the transactions contemplated hereunder must be reported 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 AllocationIRC. 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 parties shall report the transactions contemplated hereby on hereunder for 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) purposes 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 accordance with the purchase price allocation set forth on Annex A taking into account any adjustments Schedule 3.3 hereto, which schedule the parties acknowledge and agree will be completed during the Due Diligence Period. The parties shall share information and cooperate to the Base Purchase Priceextent necessary to permit the transactions to be properly, timely, and consistently reported. The cost Prior to the expiration of such appraisal the Due Diligence Period, Purchaser and Seller shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate upon an allocation of the Purchase Price among for local, state and federal tax purposes, which allocation will specify the Properties Purchase Price for the Purchased Property by each parcel of Real Property (and report the transactions contemplated hereby related Facility), Personal Property and Other Assets. The agreed allocation will be attached to this Agreement in the form shown on all Tax Returns Schedule 3.3 and will be used by the parties to determine the amount of Purchase Price payable to each Seller (including or its constituent members hereunder). In accordance with such allocation, Purchaser shall prepare and deliver to the Seller copies of Form 8594 and any required exhibits thereto (the “Asset Acquisition Statement”). Purchaser shall prepare and deliver to the Seller from time to time revised copies of the Asset Acquisition Statement (the “Revised Statements“) so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any) as agreed to by Purchaser and Seller. The Purchase Price for the Purchased Property shall be allocated in accordance with the Asset Acquisition Statement or, if applicable, the last Revised Statements, provided by Purchaser to Seller, and all other information returns income Tax Returns and supplements thereto required to be reports filed by Purchaser or the parties under Section 1060 of the CodeSeller (whether together or independently) in a manner consistent shall be prepared consistently with the values of the Properties as so appraisedsuch Allocation. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. Within forty-five (i) No later than thirty (3045) days after Closingfollowing the final determination of the Post-Closing Adjustment, Seller Investor shall prepare and deliver to Buyer the Sellers an allocation of the Base Purchase Price and (including, for the avoidance of doubt, assumed obligations among liabilities) amongst the Properties in accordance with Section 1060 assets of the Code and the Treasury regulations promulgated thereunder Company (the “Purchase Price Allocation”). Buyer shall have twenty (20) days from the receipt of the The Purchase Price Allocation or shall be prepared in accordance with applicable Law, including in accordance with Sections 1060, 751 and 755 of the Code and the Treasury Regulations promulgated thereunder (and any update thereto to review similar Law, as appropriate), and comment the methodology set forth on the Purchase Price Allocation. Seller and Buyer shall thereafter use commercially reasonable efforts to agree upon the Purchase Price AllocationSchedule 6.12(g). The Purchase Price Allocation shall be consistent with the allocation set forth final and binding on Annex Aall Parties unless, taking into account any adjustments within sixty (60) days after delivery thereof to Sellers, Sellers deliver a written notice to Investor of its objections to the Base Purchase PricePrice Allocation. Seller Sellers and Investor shall use commercially their reasonable efforts to update resolve any disputed items specifically set forth in such written notice. If the Purchase Price Allocation in Sellers and Investor cannot come to a manner consistent with Section 1060 of mutual agreement on 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 the matter shall have thirty (30) days from be resolved in accordance with substantially identical procedures as set forth for the receipt resolution of disputes in Section 2.4(e). If Sellers do not timely object to the Purchase Price Allocation or any update thereto to review and comment on if all disputed items are resolved in accordance with the foregoing sentence, then 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 the final resolution of any adjustments such disputed items (the “Final Allocation Schedule”) shall be binding on all Parties for all Tax purposes. The Investor shall prepare and deliver to the Base Purchase Price. The cost Sellers from time to time revised copies of such appraisal shall be borne one-half by Seller and one-half by BuyerFinal Allocation Schedule so as to report any matters on the Final Allocation Schedule that need updating. Seller and Buyer agree to allocate the Purchase Price among the Properties and 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 None of the Code) in a manner consistent with Sellers, Investor, the values Company, or any of the Properties as so appraised. (iii) Neither Seller Company’s Subsidiaries shall, nor Buyer shall take, or shall they permit any of their respective Affiliates to taketo, take any position inconsistent with the allocation under Section 7.8(e) Final Allocation Schedule on any applicable Tax Return Return; provided, however, that if the IRS (or otherwisecomparable state, unless required local or non-U.S. authority) makes an inconsistent determination with respect to do so by Applicable Laws or such position in a “final audit determination,” within , a party shall be entitled to take an inconsistent position following the meaning conclusion of Section 1313(a)(1) of the Codesuch audit.

Allocation of Purchase Price. Within sixty (i60) No later days after the Acquisition Closing Date, NPC shall deliver to Great Basin for its review and approval a draft allocation of the NPC Purchase Price and SPPC Purchase Price (and all other capitalized costs) among the ON Line assets (based on the final Cost Detail Statement and the Cost Detail Reconciliation Statement) and in accordance with section 1060 of the Code (and treasury regulations thereunder) and any similar provisions of Applicable Law. Within twenty (20) Business Days after its receipt of NPC’s draft allocation of the NPC Purchase Price and SPPC Purchase Price, Great Basin shall propose to NPC any changes thereto or otherwise NPC’s draft allocation shall be deemed to have agreed thereto. If Great Basin proposes changes to NPC’s proposed allocation of the NPC Purchase Price or SPPC Purchase Price within such twenty (20) Business Day period described above, NPC and Great Basin shall cooperate in good faith to mutually agree upon a revised allocation as soon as practicable (such allocation of the NPC Purchase Price and the SPPC Purchase Price, as finally agreed to by the Parties, the “Allocation”). If the Parties cannot agree upon the legal basis on which NPC has made the Allocation within sixty (60) days after delivery of such proposed changes (if any), NPC shall secure a legal opinion of a nationally recognized tax counsel that the basis on which NPC made such proposed Allocation is more likely than not correct. If NPC secures such opinion, then the Allocation shall be made on the legal basis proposed by NPC, and Great Basin shall pay all reasonable costs associated with such legal opinion. If NPC fails to secure such opinion, then NPC shall be responsible for the costs of such opinion, and Great Basin shall then secure a legal opinion of a nationally recognized tax counsel that the basis on which Great Basin made such proposed Allocation is more likely than not correct. If Great Basin secures such opinion, then the Allocation shall be made on the legal basis proposed by Great Basin, and NPC shall pay all reasonable costs associated with such legal opinion. If Great Basin fails to secure such opinion, then Great Basin shall be responsible for the costs of such opinion, and then the Parties shall work together to secure a tax opinion that supports a proposed Allocation. If the Parties cannot agree upon the valuations in the Allocation within thirty (30) days after Closingdelivery of such proposed changes (if any), Seller the Parties shall prepare and deliver to Buyer an allocation mutually select the Independent Auditor or another external auditor or appraiser, as determined based on the nature 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 valuation dispute, which shall be consistent with the allocation set forth on Annex A, taking into account any adjustments instructed 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 resolve such updated Purchase Price Allocation, and Buyer shall have disagreement within thirty (30) days from the receipt after such disagreement is submitted to it for resolution and shall notify Great Basin and NPC in writing of its resolution. Such auditor’s or appraiser’s resolution of the Purchase Price Allocation or any update thereto to review disagreement shall be final and comment binding on such adjustments to the Purchase Price AllocationParties. Each Party shall, after which Seller and Buyer each Party shall reasonably agree on such adjustments. Seller Transmission Use and Buyer shall report the transactions contemplated hereby on Capacity Exchange Agreement cause their Affiliates to, report, act, and file all Tax Returns (including Form 8594 returns, forms or reports in all respects and for 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 purposes consistent with the allocation set forth on Annex A taking into account Allocation. No Party shall take 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 Properties and report the transactions contemplated hereby on all position (whether in audit, 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall takereturns, or shall permit otherwise or with any of their respective Affiliates to take, any position Governmental Authority) that is inconsistent with the allocation under Section 7.8(e) on any Tax Return Allocation except as may be adjusted by subsequent written agreement following an audit by the Internal Revenue Service or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codecourt decision.

Allocation of Purchase Price. The Purchase Price shall be allocated among the Acquired Assets as determined by Buyer in accordance with Code Section 1060 (iand any similar provisions of state or local Law, as appropriate) No later than and shall be set forth in a schedule delivered by Buyer to Seller within one hundred twenty (120) days following the Closing Date (the “Proposed Allocation Schedule”). Seller shall have an opportunity to review the Proposed Allocation Schedule for a period of thirty (30) days after Closingthe receipt of the Proposed Allocation Schedule. If Seller disagrees with any aspect of the Proposed Allocation Schedule, Seller shall prepare and notify Buyer, in writing, prior to the end of such thirty (30)-day period (an “Allocation Dispute Notice”), setting forth Seller’s proposed allocation of the Purchase Price. If Seller does not deliver to Buyer an allocation of the Base Purchase Price Allocation Dispute Notice within such thirty (30)-day period, Buyer’s Proposed Allocation Schedule shall be final 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 binding on the Purchase Price Allocationparties. If Seller delivers an Allocation Dispute Notice to Buyer, Seller and Buyer shall thereafter use commercially reasonable efforts negotiate in good faith 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 resolve any such updated Purchase Price Allocationdispute; provided, however, that if Seller and Buyer shall have are unable to resolve any such dispute within thirty (30) days from following the receipt delivery of the Purchase Price Allocation or any update thereto to review Dispute Notice, then such dispute shall be resolved by the Dispute Accounting Firm. The fees and comment on such adjustments to expenses of the Purchase Price Allocation, after which Dispute Accounting Firm shall be borne equally by Seller and Seller Parent, on the one hand, and Buyer shall reasonably agree on such adjustmentsthe other hand. Buyer and Seller and Buyer their respective Affiliates shall report the transactions contemplated hereby on file all Tax Returns (including IRS Form 8594 and all other information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code8594) 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 final allocation of the Purchase Price Allocation or any adjustment theretodetermined hereunder (as reasonably adjusted to account for events occurring after the determination of the final allocation of the Purchase Price), none of Buyer, 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, shall take any Tax position inconsistent with the final allocation under Section 7.8(e) on any Tax Return or otherwise, of the Purchase Price determined hereunder unless required to do so by Applicable a change in applicable Laws or a “determination,” within good faith resolution of a Tax contest. Any adjustments to the meaning of Section 1313(a)(1) of the Code.Purchase Price pursuant to this Article II shall be allocated in a manner consistent therewith. ARTICLE III

Allocation of Purchase Price. (ia) No The Cash Consideration (as adjusted pursuant to the adjustments contemplated under this Agreement) and the applicable Assumed Liabilities shall be allocated among the Acquired Assets as of the Closing Date in accordance with 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, and 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 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 information, data and assistance required or requested 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 draft Asset Allocation Schedules, a description of the methodology and a detailed breakdown, to Purchaser and Seller no later than thirty (30) days after Closing, the Closing Date. Purchaser shall provide any comments to the draft Asset Allocation Schedules within fifteen (15) days of receipt. Seller shall prepare make such comments as are reasonably requested by Purchaser 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 issue final Asset Allocation or any update thereto to review and comment on the Purchase Price AllocationSchedules promptly thereafter. Seller and Buyer Purchaser 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 file all Tax Returns (including Form 8594 and all other information amended returns and supplements thereto required to be filed by the parties under Section 1060 of the Codeclaims for refund) and information reports in a manner consistent with such Purchase Price Allocationfinal Asset Allocation Schedules and share equally all costs and expenses incurred in connection with the engagement and performance of the Valuator; the Parties shall arrange to make their respective payments directly to the Valuator. (iic) If, notwithstanding Section 7.8(e)(i), Seller and Buyer do not agree on the Purchase Price Allocation or any adjustment theretoThereafter, Seller shall promptly engage a firm experienced in such matters prepare and reasonably acceptable provide to Buyer, Purchaser from time to conduct an appraisal and determine the fair market value time revised copies of the Properties consistent with Asset Allocation Schedules to update the allocation set forth on Annex A taking into account any Asset Allocation Schedules for indemnity payments or other adjustments to contemplated under this Agreement (including, for the Base Purchase Price. The cost avoidance of such appraisal doubt, all payments made under Article XI), which shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and 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) prepared in a manner consistent with the values of the Properties final Asset Allocation Schedules determined under Section 8.1(b). Any indemnity payments or other adjustments contemplated by this Agreement shall be treated as so appraisedan adjustment to Purchase Price unless such payment is required to be treated otherwise by applicable Governmental Rules with respect to Taxes. (iiid) Neither 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 nor Buyer for all Tax purposes except as required by applicable Governmental Rule or as otherwise mutually agreed to in writing by the Parties. Purchaser and Seller shall take, or shall permit any of their respective Affiliates to take, any position inconsistent act in accordance with the allocation under Section 7.8(eAsset Allocation Schedules for all Tax purposes, including with respect to any forms or reports (including IRS Form 8594) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of be filed pursuant to Section 1313(a)(1) 1060 of the Code, the regulations promulgated thereunder or any Governmental Rule, and to cooperate in the preparation of any such forms or reports and to timely file such forms or reports in the manner required by applicable law.

Allocation of Purchase Price. Seller 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 (iincluding for this purpose the Assumed Obligations and all other capitalized costs, as appropriate) No shall be allocated among the Purchased Assets in accordance with Section 1060(c) of the Code, and Purchaser shall prepare such allocation and deliver a copy of such allocation to Seller within ninety (90) days after the Closing 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 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 so 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. Seller and Purchaser each agrees to 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 its federal income Tax Return consistent with the Adjusted Allocation Schedule for the tax year in which the Closing Date occurs, to file, or cause to be filed, all other Tax Returns in a manner consistent with the Adjusted Allocation Schedule and not to take any positions inconsistent therewith, unless otherwise required by Law. Not 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 prior 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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any filing of their respective Affiliates IRS Forms 8594 relating to takethe Catawba Mill Business, any position inconsistent with each of Purchaser and Seller shall deliver to the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or other party a “determination,” within the meaning copy of Section 1313(a)(1) of the Codeits IRS Form 8594.

Allocation of Purchase Price. (i) No Not later than thirty forty-five (3045) days after the Closing, Purchaser shall provide Seller shall prepare and deliver to Buyer with an allocation of the Base Purchase Price and Price, plus any liabilities deemed assumed obligations for U.S. federal income Tax purposes, among the Properties in accordance with Project Assets as of the Closing Date using the allocation method provided by Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Purchase Price AllocationAllocation Schedule”). Buyer Within thirty (30) days after its receipt of Purchaser’s proposed Purchase Price Allocation Schedule, Seller shall propose to Purchaser any changes thereto, or otherwise shall be deemed to have agreed with Purchaser’s proposed Purchase Price Allocation Schedule. If Seller proposes changes to Purchaser’s proposed Purchase Price Allocation Schedule within the thirty (30) day period described above, the Parties shall cooperate in good faith to mutually agree upon a revised Purchase Price Allocation Schedule as soon as practicable and in any event within fifteen (15) days of receipt of Seller’s proposed changes. If, after such fifteen (15) day period, the Parties are unable to agree on a revised Purchase Price Allocation Schedule, the Parties shall refer such dispute to an Independent Accounting Firm, which Independent Accounting Firm shall make a final and binding determination as to all matters in dispute with respect to the Purchase Price Allocation Schedule (and only such matters) on a timely basis and shall promptly notify the Parties in writing of its resolution. The Independent Accounting Firm shall not have the power to modify or amend any term or provision of this Agreement. Purchaser, on the one hand, and Seller, on the other hand, shall bear and pay one-half of the fees and other costs for services rendered by the Independent Accounting Firm pursuant to this Section II.3. The Parties agree that they will not take nor will they permit any Affiliate to take, for Tax purposes, any position inconsistent with such Purchase Price Allocation Schedule unless otherwise required pursuant to applicable Law. If any adjustment is required to be made to the Purchase Price Allocation Schedule as a result of the payment of any additional Purchase Price or otherwise, this Section II.3 shall govern the rights and obligations of the Parties with respect to such revised Purchase Price Allocation Schedule. Each Party shall notify the other Party, within twenty (20) days from the receipt after notice or commencement of the Purchase Price Allocation an examination, audit 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 other proceeding regarding 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 determined under this 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 AllocationII.3. (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 Properties and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (a) The Purchase Price shall be allocated (i) No later than thirty between the Phase I Business and the Phase II Business and (30ii) to the Purchased Assets in each country and the Acquired Companies, in each case, in the manner set forth in Schedule 2.8. Within 10 days after Closingthe date hereof, the Seller shall prepare and will deliver to Buyer the Purchaser 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 statement prepared in a manner consistent with Section 1060 Schedule 2.8 and any applicable requirements of U.S. federal, state or foreign Tax law (the “Allocation Statement”), setting forth the Seller’s calculation of the 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 allocation of the Purchase Price amongst the Purchased Assets and the Acquired Companies. The Seller and the Purchaser agree that the amount allocated to the Owned Real Property associated with the operation of the Business in Germany will be €2,400,000 (converted to U.S. dollars at the Exchange Rate). The Purchaser will review the Allocation or Statement and, to the extent the Purchaser disagrees in good faith with the content of the Allocation Statement, the Purchaser will inform the Seller of such disagreement in writing within 10 days after receipt of the Allocation Statement. The Seller and the Purchaser will attempt in good faith to resolve any update thereto such disagreement. If the Seller and the Purchaser are unable to review reach a good faith agreement on the content of the Allocation Statement within 5 days of the Purchaser’s informing the Seller of such disagreement, the matter shall be submitted to a mutually acceptable accounting firm whose determination shall be binding on the parties. The costs of such arbitration shall be shared equally. The Purchaser and comment on such adjustments to the Seller will report the allocation of 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 Properties and 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 the values Allocation Statement (or portion thereof) as finally agreed or determined pursuant to this Section 2.8(a) and will act in accordance with the Allocation Statement in the preparation and filing of the Properties as so appraisedall Tax Returns and for all other Tax, financial accounting or Tax litigation or investigation purposes. (iiib) Neither The Purchaser and the Seller nor Buyer shall takewill promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.8 and agree to consult with and keep each other informed with respect to the status of, and any discussion, proposal or shall permit any of their respective Affiliates to takesubmission with respect to, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Codesuch challenge.

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 The Purchase Price and assumed obligations shall be allocated among the Properties 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 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 Schedule that Seller objects in good faith to one or any update thereto to review and comment on more items reflected in the Purchase Price Allocation. Allocation Schedule, Seller and Buyer shall thereafter use commercially reasonable efforts negotiate in good faith to agree upon resolve such dispute; provided, however, that if Seller does not notify Buyer in writing of a bona fide objection to the Purchase Price AllocationAllocation 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 Purchase Price Allocation fees and expenses of the Independent Accountant to resolve such dispute shall be consistent with borne by Seller, except that if the allocation set forth on Annex A, taking into account any adjustments to Allocation Schedule proposed by Buyer’s Accountants is modified by the Base Purchase Price. Seller shall use commercially reasonable efforts to update the Purchase Price Allocation in Independent Accountant as a manner consistent with Section 1060 result of the Code following any applicable adjustments Seller’s objection, then the Independent Accountant may also suggest a fairer allocation of its fees and expense to the Base Purchase Price pursuant to this Agreement. Seller shall provide reach such resolution between Buyer with any such updated Purchase Price Allocationand Seller, and Buyer and Seller shall have thirty (30) days from each pay their share thereof as so allocated by the receipt of the Purchase Price Allocation or any update thereto to review Independent Accountant. Buyer 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 file all Tax Returns (including Form 8594 and all other information amended returns and supplements thereto required to be filed by the parties under Section 1060 of the Codeclaims for refund) 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 Properties and 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) reports in a manner consistent with the values of Allocation Schedule (as it may be adjusted pursuant hereto). Any adjustments to the Properties as so appraised. (iiiPurchase Price pursuant to Section 1.5(e) Neither Seller nor Buyer herein shall take, or shall permit any of their respective Affiliates to take, any position inconsistent be allocated in a manner consistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the CodeAllocation Schedule (as it may be adjusted pursuant hereto).

Allocation of Purchase Price. (i) No later than thirty (30) days after ClosingParent, Acquisition Sub and Seller shall prepare and deliver use their reasonable best efforts to Buyer agree prior to the Closing Date to an initial allocation of the Base Initial Purchase Price and assumed obligations the Assumed Liabilities among the Properties Purchased Assets (the “Allocation”). Such Allocation will be based on arm’s length negotiations and will be prepared in accordance with Section 1060 of the Code Code. In the event that Parent, Acquisition Sub and Seller are unable to agree on the Treasury regulations promulgated thereunder Allocation prior to the Closing Date, the Allocation shall be determined in the following manner. Within sixty (60) days following the “Purchase Price 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 absence of such written notice, Seller shall be deemed to have accepted Parent’s and Acquisition Sub’s proposed Allocation). Buyer If Seller so objects to Parent’s and Acquisition Sub’s proposed Allocation, Seller, Parent and Acquisition Sub shall have 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 Allocation shall be determined by the Independent Accountants. The Independent Accountants shall use their best efforts to reach a determination as promptly as possible and in no event later than twenty (20) days from after submission of the receipt matter to the Independent Accountants. All determinations of the Independent Accountants relating to the Allocation, absent fraud, shall be 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 the Purchase Price Allocation or any update thereto to review and comment on Assumed Liabilities as a result of the payment of the Earnout Purchase Price Allocation. Seller and Buyer shall thereafter use commercially reasonable efforts to agree upon or otherwise, 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 adjusted in a manner consistent with Section 1060 the provisions 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 . Any disputes regarding the manner consistent with such Purchase Price Allocation. (ii) If, notwithstanding Section 7.8(e)(i), Seller and Buyer do not agree on of adjustment shall be resolved by the Purchase Price Allocation or any adjustment thereto, Seller shall promptly engage a firm experienced in such matters and reasonably acceptable to BuyerIndependent Accountants. Each party shall, to conduct an appraisal and determine the fair market value extent permitted by applicable Law, report the Tax consequences 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 purchase and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and report the transactions sale contemplated hereby on all Tax Returns (including including, without limitation, the filing of Internal Revenue Service Form 8594 and all other information returns and supplements thereto required to be filed by the parties under Section 1060 in respect of the CodePurchased Assets) in a manner consistent with the values of the Properties as so appraised. (iii) Neither Seller nor Buyer Allocation, and shall take, or shall permit any of their respective Affiliates to take, not voluntarily take any position inconsistent with the allocation under Section 7.8(e) on therewith upon examination of any Tax Return Returns, in any claim for any Tax refund, in any Litigation or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. Buyer shall cause an independent appraiser selected by Buyer and at Buyer’s expense and reasonably acceptable to Seller (ithe “Appraiser”) No later than thirty (30) days after Closing, Seller shall prepare to conduct and deliver to Buyer an and Seller a preliminary allocation of the Base Purchase Price at least 10 Business Days prior to the Closing Date. Each party shall bear the fees, costs and assumed obligations expenses of its own accountants and shall permit each other and each other’s accountants and the Appraiser reasonable access to the books and records necessary to perform the analysis contemplated by this Section. Based upon the Appraiser’s preliminary allocation and three Business days prior to the Closing, the Buyer and Seller shall mutually agree upon a preliminary allocation of the Purchase Price among the Properties Acquired Assets and among the assets of the Acquired Entity in accordance with Section the relative fair market value of such assets in a manner which shall comply with Sections 1060 and 338 of the Code and the Treasury regulations promulgated thereunder thereunder. No later than thirty days after the date of the Final Closing Statement, the Seller and the Buyer shall mutually agree upon the final allocation of the Purchase Price (the “Final Purchase Price Allocation”). Buyer shall have twenty (20) days from among the receipt Acquired Assets and among the assets of the Acquired Entity to reflect any adjustment in 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 Allocationprovided by Section 3.4. The Final Purchase Price Allocation shall be consistent made in a manner which shall comply with Sections 1060 and 338 of the allocation set forth on Annex ACode and the regulations thereunder, taking into account any adjustments to the Base Purchase Price. Seller shall use commercially reasonable efforts to update and the Purchase Price Allocation in a manner consistent with Section 1060 shall be allocated among the Acquired Assets and among the assets of the Code following any applicable adjustments to Acquired Entity in accordance with the Base Purchase Price pursuant to this Agreementrelative fair market value of such assets. Seller The parties shall provide Buyer with any such updated Purchase Price Allocationeach report the federal, state, local and Buyer shall have thirty (30) days from the receipt other Tax consequences of the Purchase Price Allocation or any update thereto to review purchase 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 sale 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), allocation. Each of the Seller and the Buyer do not warrant and agree on that such allocation has been determined through arm’s-length negotiations. If the Buyer and the Seller are unable to agree upon the Final 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 within the fair market value of the Properties consistent with the allocation thirty-day period set forth on Annex A taking into account any adjustments above, the parties shall resolve such dispute pursuant 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 Properties and 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 mechanism set forth in Section 1060 of the Code) in a manner consistent with the values of the Properties as so appraised3.4(b). (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Seller shall prepare and deliver to Buyer an allocation of agree that the Base Purchase Price and assumed obligations (plus other relevant items) shall be allocated among the Properties in accordance with Section 1060 of Purchased Assets for all purposes (including Tax and financial accounting) as shown on the Code and the Treasury regulations promulgated thereunder allocation schedule (the “Purchase Price AllocationAllocation Schedule”). A draft of the Allocation Schedule shall be prepared by Buyer shall have twenty and delivered to Seller within sixty (2060) days from following the receipt of Closing Date. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Purchase Price Allocation or any update thereto to review and comment on the Purchase Price Allocation. Schedule, Seller and Buyer shall thereafter use commercially reasonable efforts negotiate in good faith to agree upon the Purchase Price Allocation. The Purchase Price Allocation shall be consistent with the allocation set forth on Annex Aresolve such dispute; provided, 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 Allocationhowever, 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 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 reasonably agree on such adjustmentsbe 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 report (and the transactions contemplated hereby on Stockholder shall cause Seller to) file all Tax Returns (including Form 8594 and all other information amended returns and supplements thereto required to be filed by the parties under Section 1060 of the Codeclaims for refund) 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 Properties and 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) reports in a manner consistent with the values 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 this Section 2.07 only and make any corresponding adjustments to the Allocation Schedule. Each of Buyer and Seller shall propose the name of one Independent Accountant within five (5) Business Days of CliftonLarsonAllen LLP informing Buyer and Seller that it is unable to serve, 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 the case may be. In the event that the parties do not agree upon an Independent Accountant within fifteen (15) days of the Properties as so appraised. (iii) Neither Seller nor Buyer date upon which an Independent Accountant is initially proposed by one party to the other, the parties shall take, or shall permit any of their respective Affiliates submit the matter to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) American Arbitration Association for determination of the CodeIndependent Accountant.

Allocation of Purchase Price. The Tax Purchase Price shall be allocated among the Acquired Assets and the covenant contained in Section 10.2 as follows: (i) No later than the Parent shall prepare and deliver to the Buyer, within thirty (30) days following the Closing Date, a schedule setting forth a proposed allocation of the Tax Purchase Price among the Acquired Assets. The Buyer shall deliver to the Parent, within thirty (30) days after Closingdelivery of such allocation schedule, Seller either a notice indicating that the Buyer accepts such allocation schedule or a statement detailing its objections to such allocation schedule. If the Buyer delivers to the Parent a notice accepting the Parent’s allocation schedule, or if the Buyer does not deliver a written objection within such thirty (30)-day period, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on such thirtieth (30th) day, such allocation schedule shall be deemed to be accepted by the Buyer. If the Buyer timely objects to the Parent’s schedule and the Buyer and the Parent cannot reach agreement on such allocation within fifteen (15) days following the date that the Buyer notified the Parent of the objection, then the Buyer and the Parent shall jointly engage the Accountant. If the Accountant determines that the allocation schedule provided by the Parent was reasonable, such allocation schedule shall be final. If the Accountant determines that the allocation schedule provided by the Parent was unreasonable, the Accountant shall prepare the allocation schedule based upon its appraisal of the fair value of the Acquired Assets and the covenant set forth in Section 10.2 among which the Tax Purchase Price is to be allocated. The Buyer and the Parent agree to provide to the Accountant such information as the Accountant may reasonably request in connection with the preparation of such schedule and shall request that the Accountant prepare and deliver to the Parent and the Buyer an such allocation schedule as promptly as practicable. If the Accountant determines that the allocation schedule provided by the Parent was reasonable, then the fees and expenses of the Base Purchase Price Accountant shall be borne by the Buyer and assumed obligations among if the Properties in accordance with Section 1060 Accountant determines that the allocation schedule provided by the Parent was unreasonable, then the fees and expenses 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 Accountant shall be consistent with borne by 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 Sellers. (30ii) 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 All Tax Returns (including Form 8594 and all other information returns and supplements thereto required to be reports filed by the parties under Buyer and the Sellers shall be prepared consistently with such allocation, unless otherwise required pursuant to a “determination” within the meaning of Section 1060 1313(a) of the Internal Revenue Code) . The parties shall make jointly the necessary elections and execute and file, within the prescribed times therefor, the prescribed election forms and any other documents required to give effect to the foregoing and also prepare and file all of their respective Tax Returns in a manner consistent with such elections. The resolution by the Accountant of the matters set forth in this Section 1.2(b) shall be conclusive and binding upon the Buyer and the Sellers. The Buyer and the Sellers agree that the procedure set forth in this Section 1.2(b) for resolving disputes with respect to the allocation of the Tax Purchase Price Allocation. (ii) Ifshall be the sole and exclusive method for resolving any such disputes; provided, notwithstanding Section 7.8(e)(i), Seller and Buyer do however that this provision shall not agree on the Purchase Price Allocation or prohibit either Party from instituting litigation to enforce 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 ruling 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 Properties and 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 the values of the Properties as so appraisedAccountant. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. Exhibit XIII attached hereto sets forth a preliminary statement (i“Preliminary Allocation Statement”) No later than thirty (30) days after Closingallocating the Preliminary Cash Purchase Price, Seller shall prepare the Liabilities treated as assumed for federal income Tax purposes and deliver to Buyer an allocation the value of the Base Purchase Price and assumed obligations SAVVIS Stock among the Properties in accordance with Section 1060 Purchased Subsidiaries and the Transferred Assets by jurisdiction based on the assets and liabilities of the Code Business as of October 31, 2004 and the Treasury regulations promulgated thereunder estimated SAVVIS Stock Fair Market Value as of December 20, 2004, which Preliminary Allocation shall be updated as of the Closing Date to take into account any changes in the assets and liabilities of the Business and SAVVIS Stock Fair Market Value through such date. Reuters shall provide such updated allocation statement (the “Purchase Price AllocationClosing Date Allocation Statement”). Buyer shall have ) to MTH within twenty (20) days from after the receipt Closing Date, which Closing Date Allocation Statement shall be reasonably satisfactory to MTH (in lieu of the Purchase Price Preliminary Allocation or any update thereto to review Statement). All Tax Returns filed by Reuters, the Sellers 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 their respective Affiliates shall be consistent prepared consistently with such Closing Date Allocation Statement except as otherwise required under applicable accounting or Tax rules, laws or regulations. Notwithstanding the allocation set forth on Annex Aimmediately preceding sentence, taking into account any the Closing Date Allocation Statement shall, to the extent applicable, be based upon (at the time of initial preparation), or be revised (subsequent to the time of initial preparation, but prior to filing the relevant Tax Returns by Reuters) based upon, independent appraisals furnished by independent appraisers selected by MTH if the same are acceptable to Reuters’ regular independent auditors. All 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 Preliminary Cash Purchase Price pursuant to this Agreement. Seller Section 2.5 or 2.6 shall provide Buyer with any such updated Purchase Price Allocationbe allocated to the Purchased Subsidiaries, and Buyer the Closing Date Allocation Statement shall have thirty (30) days from be revised to reflect such allocation. Notwithstanding anything to the receipt contrary contained in this Section 2.8, in the event Reuters and MTH cannot agree that the Closing Date Allocation Statement fairly reflects the proper allocation 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 consideration among the Properties Purchased Subsidiaries and report the transactions contemplated hereby on all Transferred Assets by jurisdiction for Tax Returns (including Form 8594 purposes, then Reuters and all other information returns and supplements thereto required MTH shall use their own allocations for Tax purposes. Back to be filed by the parties under Section 1060 of the Code) in a manner consistent with the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.Contents

Allocation of Purchase Price. (i) No later than thirty (30) days after ClosingIn connection with the execution of this Agreement, Seller shall prepare and deliver Buyer agree to Buyer an allocation of allocate the Base Purchase Price and assumed obligations Price, as adjusted hereunder, among the Properties in accordance with Section 1060 assets of the Code and the Treasury regulations promulgated thereunder SLC (the “Purchase Price Allocation”). Buyer shall have twenty (20) days from the receipt of the Purchase Price Allocation or any update thereto to review , for U.S. federal 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 applicable state income Tax purposes in a manner consistent with Section 755 and Section 1060 of the Code following any applicable adjustments and the regulations promulgated thereunder (the “Treasury Regulations”), based upon the fair market values of such assets. Consistent with the foregoing, within sixty (60) days after the Closing Date, Buyer shall deliver or cause to the Base be delivered a single statement setting forth Buyer’s proposed Purchase Price pursuant to this Agreement. Seller shall provide Allocation consistent with Section 755 and Section 1060 of the Code (the “Buyer with any such updated Purchase Price Allocation, and Buyer ”). (ii) Seller shall have thirty (30) days from following receipt of the receipt Buyer Purchase Price Allocation to review the allocation and to notify Buyer in writing if Seller disputes the allocation (a “Purchase Price Allocation Dispute Notice”), specifying the reasons therefor in reasonable detail. (iii) If Seller delivers a Purchase Price Allocation Dispute Notice within the fifteen-day time period referenced in Section 2(d)(ii), Buyer and Seller shall cooperate in good faith to resolve such dispute as promptly as practicable, and, upon such resolution, if any, any adjustments to the Purchase Price Allocation shall be made in accordance with the agreement of Buyer and Seller. If Buyer and Seller are unable to resolve any such dispute within fifteen (15) days of Seller’s delivery of the Purchase Price Allocation Dispute Notice (or such longer period as Buyer and Seller may mutually agree in writing), such dispute shall be resolved by the Independent Accounting Firm, and such determination shall be final and binding on the Parties. The Independent Accounting Firm shall consider only those items and amounts as to which Buyer and Seller have disagreed within the time periods and on the terms specified above. In making such determination, the Independent Accounting Firm may rely only upon information submitted to it by Buyer and Seller. The Independent Accounting Firm shall be instructed to use commercially reasonable efforts to deliver to Buyer and Seller a written report setting forth the resolution of each disputed matter within thirty (30) days of submission to it of the Buyer Purchase Price Allocation and the Purchase Price Allocation Dispute Notice and, in any update thereto case, as promptly as practicable after such submission. Any expenses relating to review the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2(d)(iii) shall be shared equally by Buyer and comment on Seller. For purposes of resolving any such adjustments dispute, each Party (and its Representatives) shall provide the other Party and, once engaged for purposes of resolving such dispute, the Independent Accounting Firm with reasonable access during normal business hours to all records and information in such Party’s possession or control related to the calculation of the Purchase Price Allocation. The final Purchase Price Allocation shall be (A) if no Purchase Price Allocation Dispute Notice has been timely delivered by Seller, the Buyer Purchase Price Allocation as originally submitted by Buyer, or (B) if a Purchase Price Allocation Dispute Notice has been timely delivered by Seller, the calculation of the Purchase Price Allocation as adjusted to take into account the resolution of such dispute in accordance with this Section 2(d)(iii). (iv) After all disputes have been resolved or agreement has been made with respect to the Purchase Price Allocation, after which each of Seller and Buyer shall reasonably agree on agrees to file all federal, state, local and foreign Tax Returns with respect to the assets of SLC, in accordance with any such adjustmentsagreed allocation as adjusted as provided herein. Each of Seller and Buyer shall report the transactions contemplated hereby on all by this Agreement for federal 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) income Tax purposes in a manner consistent with such Purchase Price Allocation. (iiallocation, including Internal Revenue Service Form 8594, any statements required under Treasury Regulations Section 1.751-1(a)(3) If, notwithstanding and any allocation required under 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 755 of the Properties consistent with the allocation set forth on Annex A taking into account any adjustments Code, as applicable, and pursuant to the Base Purchase Price. The cost of such appraisal shall be borne one-half by Seller and one-half by Buyerthis Section 2(d). Seller and Buyer agree shall notify and provide the other with reasonable assistance in the event of an examination, audit or other proceeding regarding any allocation determined pursuant to allocate the Purchase Price among the Properties this Section 2(d). Seller and 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 the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, not take any position in any Tax Return, Tax proceeding or audit that is inconsistent with the such allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of final determination as defined in Section 1313(a)(1) 1313 of the Code; provided, however, that neither Buyer nor Seller shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with the Purchase Price Allocation. Notwithstanding any other provision of this Agreement, this Section 2(d) shall survive the Closing Date indefinitely.

Allocation of Purchase Price. (i) No later than thirty (30) days after Closing, Seller shall prepare and deliver to The 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 Properties Transferred Assets and report the transactions contemplated hereby Assumed Liabilities (the “Allocation”) as provided in Schedule 3.2 hereof. The Buyer and the Seller agree that the Allocation shall be made pursuant to the following procedure: The Buyer shall prepare at its cost and expense and deliver to the Seller a proposed allocation of the Purchase Price and Assumed Liabilities among the Transferred Assets (“Buyer’s Appraisal”) within sixty (60) days after the Closing Date. The Seller shall accept and agree to the allocation unless such allocation is unreasonable, in which case the Seller shall deliver written notice to the Buyer within thirty (30) days after the Seller’s receipt of Buyer’s Appraisal. If the Seller so objects to the Allocation based on Buyer’s Appraisal, the Seller and the Buyer will attempt in good faith to resolve any such disagreement. If the Seller and the Buyer are unable to reach an agreement on the Allocation within thirty (30) days of the Seller’s notice of its objection to Buyer’s Appraisal, any disagreement shall be resolved by the submission of Buyer’s Appraisal and any information upon which the Seller relies to object to Buyer’s Appraisal to a qualified valuation firm mutually acceptable to the Buyer and the Seller (the “QV Firm”). In the absence of agreement with respect to the selection of the QV Firm, the Buyer shall be entitled to select the QV Firm. The Seller shall bear any and all costs incurred in engaging the QV Firm with respect to the Allocation. The Buyer and the Seller further agree to act in accordance with the Allocation (including any allocation made by the QV Firm), if any, in any Tax Returns (including Form 8594 and all or similar filings. In the event that any Tax authority disputes the Allocation, if any, the Seller or the Buyer, as the case may be, shall promptly notify the other information returns and supplements thereto required to be filed by the parties under Section 1060 party of the Code) in a manner consistent with the values nature of the Properties as so appraisedsuch dispute. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation of Purchase Price. (i) No later than thirty (30) days after Prior to the Closing, Seller Buyer and Sellers shall prepare and deliver to Buyer an example of an allocation of the Base Initial Aggregate Cash Purchase Price to and assumed obligations among the Properties in accordance Assets and the Shares based on the Balance Sheets (the “Preliminary Allocation”). Within sixty (60) days after the Final Purchase Price is determined pursuant to Section 3.04, Buyer shall provide Sellers Representative with Section 1060 an allocation of the Code Final Purchase Price to and among the Assets and the Treasury regulations promulgated thereunder Shares for all purposes (including Tax and financial accounting) (the “Purchase Price Allocation”). Buyer shall have twenty (20) days from the receipt of the The Purchase Price Allocation or any update thereto shall be based on the same principals and methodologies employed in preparing the Preliminary Allocation based on the Closing Statement of Net Working Capital and the Final Cash Purchase Price. Buyer shall permit Sellers Representative to review and comment on the Purchase Price Allocation. Seller Allocation and shall consider such revisions as are reasonably requested by Sellers Representative provided, however, Buyer shall thereafter use commercially reasonable efforts not be required to make any such revisions which Buyer reasonably believes are unnecessary or unwarranted. Buyer and Sellers agree upon that they will file their federal, state and local income tax returns and such other forms as may be required pursuant to Section 1060 of the Code on the basis of the allocation of the Final Purchase Price AllocationPrice, unless otherwise required pursuant to a determination (as defined in Section 1313(a) of the Code). The Purchase Price Allocation shall be consistent with the allocation set forth on Annex A, taking revised to appropriately take 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 made pursuant Section 1060 of the Code following any applicable adjustments to the Base Purchase Price pursuant 3.05 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 deliver to Sellers Representative an amended Purchase Price Allocation or reflecting any update thereto such revisions. Buyer shall permit Sellers Representative 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 amended Purchase Price Allocation and shall consider such revisions as are reasonably requested by Sellers Representative, provided, however, Buyer shall not be required to make any such revisions provided, however, Buyer shall not be required to make any such revisions which Buyer reasonably believes are unnecessary or any adjustment theretounwarranted. Buyer and Sellers agree that they shall file their federal, Seller shall promptly engage a firm experienced in such matters state 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 Properties and report the transactions contemplated hereby on all Tax Returns local income tax returns (including Form 8594 and all other information amended returns and supplements thereto required to be filed by the parties under Section 1060 of the Codeclaims for refund) and information reports in a manner consistent with the values of the Properties as so appraised. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwiseamended Purchase Price Allocation, unless otherwise required pursuant to do so by Applicable Laws or a “determination,” within the meaning of determination (as defined in Section 1313(a)(11313(a) of the Code).

Allocation of Purchase Price. (ia) No later than thirty (30) days after Seller and Purchaser agree that prior to the Closing, Seller shall prepare and deliver to Buyer an allocation of the Base Purchase Price and assumed obligations shall be allocated among the Properties 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 Treasury regulations promulgated thereunder (Closing. Seller and Purchaser each shall prepare a mutually acceptable and substantially identical IRS Form 8594 "Asset Acquisition Statements Under Section 1060" consistent with the “Purchase Price Allocation”)Allocation Schedule which the Parties shall use to report the transactions contemplated by this Agreement to the applicable Taxing Authorities. Buyer 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 have twenty (20) days from not, without the receipt 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 Allocation or any update thereto 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 review such responsibilities and comment on the Purchase Price Allocation. obligations. (b) If Purchaser and Seller and Buyer shall thereafter use commercially reasonable efforts are unable 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 Schedule within fifteen (15) days prior to the Base Purchase Price. scheduled Closing Date, Purchaser and Seller shall use commercially reasonable efforts refer the matter to update Independent Accountants, which shall determine the Purchase Price Allocation Schedule (including any valuations) in accordance with the provisions set forth in this Section 3.6(b). The Independent Accountants shall be instructed to deliver to Purchaser and Seller 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 written determination of the Purchase Price Allocation or any update thereto to review and comment on such adjustments Schedule within ten (10) days from the date of referral thereof to the Purchase Price AllocationIndependent Accountants. For purposes of this Section 3.6(b) and whenever the Independent Accountants are retained to resolve a dispute between the Parties under this Agreement, 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 Independent Accountants may determine the fair market value of the Properties issues in dispute following such procedures, consistent with the allocation set forth on Annex A taking into account any adjustments provisions of this Agreement, as they deem appropriate in the circumstances and wi th reference to the Base Purchase Priceamounts in issue. The cost Parties do not intend to impose any particular procedures upon the Independent Accountants, it being the desire of the Parties that any such appraisal disagreement shall be borne one-half by Seller resolved as expeditiously and one-half by Buyerinexpensively as reasonably practicable. Seller The Independent Accountants shall have no liability to the Parties in connection with such services except for acts of bad faith, willful misconduct or gross negligence, and Buyer agree the Parties shall provide such indemnities to allocate the Purchase Price among Independent Accountants as they may reasonably request. Except in the Properties and report case of fraud or manifest error, 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 finding of the Code) in a manner consistent with Independent Accountants shall be final and binding on the values Parties. Purchaser and Seller shall share equally the fees and disbursements of the Properties as so appraisedIndependent Accountants in connection with resolving the dispute. (iii) Neither Seller nor Buyer shall take, or shall permit any of their respective Affiliates to take, any position inconsistent with the allocation under Section 7.8(e) on any Tax Return or otherwise, unless required to do so by Applicable Laws or a “determination,” within the meaning of Section 1313(a)(1) of the Code.