Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar items.

Allocation of Purchase Price. Seller (a) The Seller, on behalf of itself and the Selling Entities, and the Purchaser agree that have agreed to allocate the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among Liabilities (along with any other amounts treated as consideration for the Purchased Assets Transferred Parent Equity Interests and the covenants Transferred Assets for U.S. Federal income Tax purposes) among (x) the applicable members of the Seller Group and (y) the Transferred Parent Equity Interests (or, if the applicable Transferred Parent Entity is disregarded as an entity separate from its owner for U.S. Federal income Tax purposes, such Transferred Parent Entity’s assets) and Seller included herein within 60 Business Days the Transferred Assets sold by each such member (the “Allocation”) pursuant to the procedures of this Section 2.4 and in accordance with applicable Law. (b) Within thirty (30) days after the Principal Closing Date by mutual agreement between Date, the Seller shall deliver to the Purchaser a draft of the Allocation based on the Closing Purchase Price (the “Preliminary Allocation”). (c) Within thirty (30) days after the final determination of the Final Purchase Price, the Seller shall deliver to the Purchaser a proposed draft of the Allocation based on the Final Purchase Price (the “Seller’s Proposed Allocation”), for the Purchaser’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Purchaser agrees that promptly after approving the Seller’s Proposed Allocation, it shall sign the Seller’s Proposed Allocation and return an executed copy thereof to the Seller, and the Seller’s Proposed Allocation shall become final and binding on the parties as the Allocation. (d) In the event that the Purchaser does not agree with the Seller’s Proposed Allocation and provides the Seller agree to be bound by with written notice of such allocation. Such allocation shall comply with Section 1060 disagreement, and the basis for such disagreement, within thirty (30) days after delivery of the Internal Revenue Code of 1986Seller’s Proposed Allocation, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither negotiate in good faith to resolve any differences; provided that, if the Purchaser nor does not provide such written notice within thirty (30) days after the delivery of the Seller’s Proposed Allocation, the Seller’s Proposed Allocation shall become final and binding on the parties as the Allocation. (e) In the event that the Purchaser has timely provided written notice of its disagreement with the Seller’s Proposed Allocation and the Purchaser and the Seller are unable to resolve any differences (after having negotiated in good faith) within twenty-five (25) days after delivery of such notice of disagreement by the Purchaser to the Seller, the parties shall retain the Accountant to resolve the dispute. The parties shall direct the Accountant to resolve the dispute in compliance with this Section 2.4. The fees and expenses of such Accountant shall be allocated between the Purchaser and the Seller in accordance with the principles of the last two sentences of Section 1.7(c), and the Seller’s Proposed Allocation, as adjusted by such Accountant, shall become final and binding on the parties as the Allocation. (f) Subject to Section 2.4(g) below, the Purchaser and the Seller shall file and cause to be filed all Tax Returns and execute such other documents as may be required by any Taxing Authority, in a manner consistent with the Allocation, and shall not take a any position contrary thereto. inconsistent with the Allocation in any examination of any Tax Return, in any refund claim or in any Tax Proceeding, in each case except as required by applicable Tax Law. (g) In the event that the Allocation has not become final pursuant to Section 2.4 by the date on which the first relevant Tax Return must be timely filed (taking into account any available extension of any purchase price adjustment hereundertime to file): (i) The Preliminary Allocation or, if available, the Purchaser Seller’s Proposed Allocation shall be used for the purpose of filing any such relevant Tax Return; and (and the H&C Assigneesii) If, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the a difference between the allocation proposed by Seller Allocation, the Preliminary Allocation and Purchaserthe Seller’s Proposed Allocation, respectivelyas applicable, it becomes necessary to amend and refile any of the Tax Returns referred to in (i) above, then such Tax Returns shall be amended and refiled, and each party shall bear its own costs and expenses related to any such amendment and refiling. (h) In the allocation determined event that the Allocation has not become final pursuant to Section 2.4 by the Accountants Applicable Closing, the allocated purchase prices included in the Preliminary Allocation or the Seller’s Proposed Allocation shall be used for the purpose of (A) including allocated purchase prices in the Local Transfer Agreements for each Deferred Jurisdiction and (B) determining the amount of any payments deemed to be appropriate)made on the Principal Closing Date to the applicable Selling Entity with respect to such Deferred Jurisdiction. Each The inclusion of Purchaser 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 2.4 and Seller will use commercially reasonable efforts shall not be used for any purpose in resolving, or result in any prejudice with respect to, any dispute with respect to cause the Accountants to render their decision as soon as reasonably practicablePreliminary Allocation, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsSeller’s Proposed Allocation or the Allocation.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted The Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Acquired Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply for Tax purposes only in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended IRC and the regulations thereunder (the "Code"“Purchase Price Allocation Methodology”). Within One Hundred Eighty (180) days following the Closing Date, and Treasury Regulations promulgated thereunder. Subject the Purchaser shall deliver to the requirements 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 any applicable tax lawreceipt of the Purchase Price Allocation Schedule, all Tax Returns 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 Schedule, the Seller provides written comments thereto, the Parties Neenah-Wausau Asset Purchase Agreement shall cooperate in good faith to resolve their differences. If the Purchaser and reports includingthe Seller are unable to reach agreement regarding the Purchase Price Allocation 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. 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 limitation, IRS form 8594, filed involving the Parties. The Parties shall each have the right to make submissions regarding the Purchase Price Allocation 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 shall be prepared consistently with such allocation and neither equally unless the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports includingAccounting Firm otherwise directs having regard, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding to the allocation conduct of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities Parties. Each Party shall be referred responsible for resolution the costs of its submissions to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate)Accounting Firm. Each of Purchaser 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 Seller will use commercially reasonable efforts to cause cooperate with each other by timely filing all Tax Returns consistent with the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying allocation set forth on the Purchase Price Allocation Schedule on applicable forms with all reasonable requests by the Accountants for information, books, records, and similar itemsIRS.

Allocation of Purchase Price. Seller (a) The Cash Consideration (as adjusted pursuant to the adjustments contemplated under this Agreement) and Purchaser agree that the Unadjusted Purchase Price applicable Assumed Liabilities shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Acquired Assets and the covenants as of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Sellerin accordance with a schedule (the “Asset Allocation Schedule”) that is prepared in a manner consistent with relevant Tax laws, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with including, as applicable, Section 1060 of the Internal Revenue Code of 1986, as amended (the "“Code"”), and Treasury Regulations the regulations promulgated thereunder, and in accordance with the procedures of this Section 8.1. Subject 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 requirements of any applicable tax law“Valuator”) to prepare each Asset Allocation Schedule; provided, all Tax Returns and reports includinghowever, without limitation, IRS form 8594, filed by that the Purchaser fee for such Valuator shall be mutually agreeable to both Parties. Each Party shall cooperate with the other Party and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the AccountantsValuator, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will shall use commercially reasonable efforts to cause provide in a timely manner any information, data and assistance required or requested by the Accountants Valuator to render 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 the Closing Date. Purchaser shall provide any comments to the draft Asset Allocation Schedules within fifteen (15) days of receipt. Seller shall make such comments as are reasonably requested by Purchaser and issue final Asset Allocation Schedules promptly thereafter. Seller and Purchaser shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such final Asset Allocation Schedules and share equally all costs and expenses incurred in connection with the engagement and performance of the Valuator; the Parties shall arrange to make their decision respective payments directly to the Valuator. (c) Thereafter, Seller shall prepare and provide to Purchaser from time to time revised copies of the Asset Allocation Schedules to update the Asset Allocation Schedules for indemnity payments or other adjustments contemplated under this Agreement (including, for the avoidance of doubt, all payments made under Article XI), which shall be prepared in a manner consistent with the final Asset Allocation Schedules determined under Section 8.1(b). Any indemnity payments or other adjustments contemplated by this Agreement shall be treated as soon an adjustment to Purchase Price unless such payment is required to be treated otherwise by applicable Governmental Rules with respect to Taxes. (d) The Asset Allocation Schedules as reasonably practicablefinally determined pursuant to this Section 8.1 (including any applicable adjustments) shall be final and binding upon Purchaser and Seller 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 act in accordance with the Asset Allocation Schedules for all Tax purposes, including without limitation by promptly complying with all reasonable requests by respect to any forms or reports (including IRS Form 8594) required to be filed pursuant to Section 1060 of the Accountants for informationCode, books, recordsthe regulations promulgated thereunder or any Governmental Rule, and similar itemsto 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 agree that A proposed allocation of the Unadjusted Purchase Price among the Interests and Indirect Interests (an “Allocation”) shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereofa schedule to be prepared by NewCo and delivered to ResCap within 90 days following the Closing Date. Seller and Purchaser agree that the remaining portion ResCap shall have a period of thirty 30 days after receipt of the Unadjusted proposed Allocation (the “Review Period”) to review it. If ResCap does not object to the proposed Allocation in writing during the Review Period, the Allocation prepared by NewCo shall be the final Allocation for the Purchase Price Price. If ResCap provides written notice to NewCo within the Review Period that ResCap disputes the proposed Allocation, NewCo and ResCap shall attempt to reach a mutually acceptable agreement regarding the appropriate Allocation during the thirty-day 30-day period beginning on the date that NewCo receives the notice from ResCap (the “Negotiation Period”). If NewCo and ResCap are able to reach a mutually acceptable agreement within the Negotiation Period, such agreement shall be the final Allocation of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser Purchase Price. NewCo and Seller, or their respective Affiliates as applicable, shall file all Tax Returns for which they are responsible consistent with the final Allocation and Purchaser shall take no position before any taxing authority inconsistent with such Allocation except (x) to the extent agreed to in writing by NewCo and Seller agree to be bound ResCap, (y) by such allocation. Such allocation shall comply subsequent agreement with Section 1060 of the Internal Revenue Code Service following an audit by the Internal Revenue Service or (z) by a court decision. Notwithstanding the foregoing, in the event that ResCap provides written notice to NewCo during the Review Period that it disputes the proposed Allocation and the Parties are unable to reach a mutually acceptable agreement regarding the appropriate Allocation within the Negotiation Period, the Parties shall submit the proposed Allocation to an accounting firm of 1986, as amended national standing that is reasonably acceptable to ResCap and NewCo (the "Code"), and Treasury Regulations promulgated thereunder“Independent Auditor”) for review at the shared (50/50) expense of the parties. Subject to The determination of the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller Independent Auditor shall be prepared consistently with such the final allocation and neither the Purchaser nor the Seller under this Section 2.11. ResCap shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser act (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution deemed to the Accountants, and the fees and expenses have acted) on behalf of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants pursuant to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsthis Section 2.11.

Allocation of Purchase Price. A. Within 60 days after the Closing Date, Buyer will provide to Seller copies of IRS Form 8594 and Purchaser any required exhibits thereto (the "PURCHASE PRICE ALLOCATION SCHEDULE") with Buyer's proposed allocation of the Purchase Price (together with any assumed liabilities). Within 30 days after the receipt of such Purchase Price Allocation 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 deemed to have agreed to, and accepted, the Purchase Price Allocation Schedule). Buyer and Seller will endeavor in good faith to resolve any differences with 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 Unadjusted Purchase Price shall be allocated to and among the shares of capital stock book value of the Acquired Subsidiaries as set forth on Schedule 3.3 hereofAssets approximates their fair value and that the Purchase Price Allocation will allocate Premium to goodwill. Seller and Purchaser The parties further agree that for purposes of the remaining Declaration of Value and the Title Policies and Title Commitments to be delivered at the Closing, the parties shall allocate the portion of the Unadjusted Purchase Price allocable to the Real Property based on the book value of the Purchased Assets (including the amount Real Property as of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent Closing Date. C. Buyer and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Sellereach hereby agree to file their respective Tax Returns, reports, and Purchaser forms, including Internal Revenue Service Form 8594, in a manner consistent with the Purchase Price Allocation Schedule. D. Buyer and Seller agree to be bound shall not (i) take any position in any Tax Return, report, or form, including any amendments thereto, or (ii) reach any settlement or agreement in respect of any audit which, in either case, is inconsistent with the Purchase Price Allocation Schedule, unless such inconsistency is mandated by applicable law. If such allocation. Such allocation inconsistency is mandated by applicable law, the party taking such position shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), provide timely and Treasury Regulations promulgated thereunder. Subject reasonable notice to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result other party of such purchase price adjustment. Any disputes regarding inconsistency and its effect on the allocation of the Unadjusted Purchase Price of Allocation Schedule. [*] Confidential information on this page has been omitted and filed separately with the Purchased Assets Securities and the Assumed Liabilities shall be referred for resolution Exchange Commission pursuant to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsa Confidentiality Treatment Request.

Allocation of Purchase Price. Seller and Purchaser agree that Subject to the Unadjusted provisions of this Section 2.06, Buyer shall prepare a schedule (the “Purchase Price shall be allocated Allocation Schedule”) allocating an amount equal to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets payments made (including the amount of Cash Consideration and the Assumed LiabilitiesIssued 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 Purchased Assets and assets of the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocationCompany Entities. Such allocation shall comply be consistent with the provisions of Section 1060 of the Internal Revenue Code of 1986Code, as amended (the "Code"), and Treasury Regulations promulgated thereunderthereunder 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. Subject Buyer shall adjust the Purchase Price Allocation Schedule from time to time to account for any adjustments to the requirements 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 applicable tax lawcourt any proposed deficiency or adjustment by any Tax Authority challenging the Purchase Price Allocation Schedule; provided further that it will not be inconsistent with the Purchase Price Allocation Schedule for (i) Buyer’s cost for the assets deemed purchased by Buyer pursuant to this Agreement to differ from the total amount allocated in the Purchase Price Allocation Schedule to reflect capitalized acquisition costs not included in the Tax Purchase Price, all (ii) the amount realized by Seller to differ from the Tax Returns Purchase Price to reflect transaction costs that reduce the amount realized for U.S. federal income Tax purposes and reports including(iii) Buyer’s and Seller’s cost and amount realized, without limitationrespectively, IRS form 8594, filed by to differ from the Purchaser Tax Purchase Price to take into account differences between the Purchase Price and the Tax Purchase Price, and any other payments to Seller shall be prepared consistently with such allocation treated as purchase price for the assets deemed purchased by Buyer pursuant to this Agreement for U.S. federal income Tax purposes, and neither any adjustments to the Purchaser nor the Seller shall take a position contrary theretoforegoing hereunder. In the event of that the Purchase Price Allocation Schedule is disputed by any purchase price adjustment hereunderGovernmental Authority, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result Party receiving notice of such purchase price adjustment. Any disputes regarding dispute shall promptly notify the allocation other Party hereto concerning the existence and resolution of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsdispute.

Allocation of Purchase Price. Seller shall prepare and provide to Buyer within 60 days after the Closing, a schedule allocating the Purchase Price among the 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 Purchaser agree Buyer for all federal income tax purposes; provided, that if upon the advice of tax counsel reasonably acceptable to Seller, Buyer believes that the Unadjusted 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 allocated 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 among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereofopportunity to challenge such proposed adjustment. Seller and Purchaser agree that 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 remaining portion acquisition of the Unadjusted 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 Purchased Assets 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 (including which shall be treated for Tax purposes as adjustments to the amount Purchase Price), in accordance with the provisions of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (and the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar items.

Allocation of Purchase Price. (a) Echo shall prepare an allocation in accordance with Code § 1060 and the applicable Treasury Regulations thereunder of the Purchase Price (plus liabilities of the Company and capitalized costs, to the 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 Purchaser agree that shall be referred to as the Unadjusted “Final Purchase Price Allocation”. The Draft Purchase Price Allocation will be provided by Echo to Seller as soon as practicable following the Closing, and Seller shall be allocated to and among inform Echo in writing within 10 days of receiving the shares of capital stock of Draft Purchase Price Allocation whether Seller approves the Acquired Subsidiaries as set forth on Schedule 3.3 hereofDraft Purchase Price Allocation or does not approve the Draft Purchase Price Allocation. Seller and Purchaser agree that shall provide such information as Echo may reasonably request to assist Echo with preparing the remaining portion of the Unadjusted Draft Purchase Price of Allocation. If Seller approves the Purchased Assets Draft Purchase Price Allocation within the 10-day period, or Seller fails to provide written notice to Echo that Seller objects to the Draft Purchase Price Allocation within the 10-day period, then the Draft Purchase Price Allocation shall become the Final Purchase Price Allocation. If Seller provides Echo a written objection to the Draft Purchase Price Allocation within the 10-day period (including together with a statement explaining Seller’s particular objections to the amount of Draft Purchase Price Allocation along with Seller’s reasons for any objections), then the Assumed Liabilities) will be allocated among Draft Purchase Price Allocation shall not become the Purchased Assets Final Purchase Price Allocation at such time, and the covenants of Parent Echo and Seller included herein shall cooperate in good faith for a period of 30 days to resolve their differences. If Echo and Seller resolve their differences within 60 Business Days after such 30-day period, the Closing Date Draft Purchase Price Allocation, as amended to reflect any changes agreed upon by mutual agreement between Purchaser Echo and Seller, and Purchaser shall become the Final Purchase Price Allocation. If Echo and Seller agree are unable to resolve their differences within such 30-day period, Echo and Seller and their respective Affiliates shall be bound by such allocation. Such allocation shall comply with Section 1060 entitled to allocate the Purchase Price to the assets of the Internal Revenue Code of 1986Company in such manner as each independently determines is reasonable. (b) Echo, as amended the Seller, their Affiliates and any other applicable Persons (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, each a “Tax Filing Party”) shall file all Tax Returns and reports including, without limitation, including IRS form Form 8594, filed consistent with the Final Purchase Price Allocation, if any. None of the Tax Filing Parties shall take any income Tax position inconsistent with the 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 Filing Party from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Purchaser Final Purchase Price Allocation Schedule, if any, and the Seller no Tax Filing Party shall be prepared consistently with required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Final Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the AccountantsAllocation, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsif any.

Allocation of Purchase Price. Purchaser and Seller and Purchaser agree that the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities, together with the other capitalizable costs ("Allocable Consideration") will shall be allocated among the Purchased Acquired Assets in accordance with (i) the principles set forth in SCHEDULE 3.5 and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with (ii) Section 1060 of the Internal Revenue Code of 1986, as amended and applicable Treasury Regulations (the "CodeAllocation"); provided, however, that to the extent that any of the principles set forth in SCHEDULE 3.5 conflict with or violate the provisions of Section 1060 of the Internal Revenue Code and applicable Treasury Regulations, Section 1060 and such Treasury Regulations promulgated thereundershall control. Subject Within thirty (30) days after the determination of the Final Purchase Price, Purchaser shall prepare and deliver a proposed Allocation to Seller for Seller's review. If Seller does not agree with the Allocation, then Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser that shall specify in reasonable detail the basis for the objection and set forth Seller's proposed allocation of the Allocable Consideration (the "Tax Allocation Objection"). Upon Purchaser's receipt of the Tax Allocation Objection, Purchaser and Seller shall negotiate in good faith to resolve the Tax Allocation Objection, but if the Tax Allocation Objection cannot be resolved by negotiation between Seller and Purchaser within thirty (30) days after Purchaser's receipt of the Tax Allocation Objection, Purchaser and Seller shall cause the dispute to be submitted to the requirements of Tax Arbitrator, which shall review the Allocation and Seller's proposed Allocation and any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed other materials reasonably requested by the Tax Arbitrator and determine the final Allocation (the "Final Allocation") and notify the Parties in writing of its determination of the Final Allocation within thirty (30) days following the submission of the dispute to the Tax Arbitrator. The Final Allocation as determined by the Tax Arbitrator shall be final, conclusive and binding on all Parties. All fees and expenses of the Tax Arbitrator shall be equally split between Purchaser and Seller. If Seller agrees with the Allocation, or if the Tax Arbitrator determines the Final Allocation (i) Purchaser and Seller shall be prepared consistently with such allocation and neither make consistent use of the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunderAllocation, the Purchaser (and the H&C Assigneesor Final Allocation, as the case may be) , for all Tax purposes and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns in all filings, declarations and reports includingwith the IRS in respect thereof, without limitationincluding the reports, such as IRS form Form 8594, required to be filed under Section 1060 of the Internal Revenue Code, and (ii) in any proceeding related to the determination of any Tax, neither Purchaser nor Seller shall contend or represent that such Allocation, or Final Allocation, as the case may be, is not a result of such purchase price adjustment. Any disputes regarding the correct allocation of the Unadjusted Purchase Price Allocable Consideration. In the event the Allocation is disputed by any taxing authority, the Party receiving notice of the Purchased Assets dispute shall promptly notify and consult with the Assumed Liabilities shall be referred for other Party and keep the other Party reasonably apprised of material developments concerning resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsdispute.

Allocation of Purchase Price. (a) Buyer and Seller and Purchaser agree that for purposes of calculating the Unadjusted initial amount of any transfer Tax imposed by the state of South Carolina in connection with this Agreement the allocation of Purchase Price (i) to the Tangible Personal Property shall be allocated equivalent to the fair value of such Tangible Personal Property as set forth in Schedule 2.1(a) and among (ii) to the shares of capital stock of Inventory, which is being purchased for resale, shall be equivalent to the Acquired Subsidiaries fair values therefor as set forth on the Estimated Closing Date Working Capital Statement. Following the determination of the Final Working Capital, for purposes of calculating the final amount of any transfer Tax imposed by the state of South Carolina in connection with this Agreement the allocation of Purchase Price to the Tangible Personal Property and Inventory shall be equivalent to the fair values therefor as reflected in the calculation of Final Working Capital, if any such fair values are different than the fair value determined pursuant to the preceding sentence of this Section 2.10(a). Buyer and Seller will be liable for any such Transfer Taxes as provided in Section 2.12. (b) Within ninety (90) days after the determination of the Final Working Capital, Buyer shall provide to Seller a proposed allocation of the Purchase Price among the asset classes (the “Allocation Schedule”) determined in accordance with section 1060 of the Code, the Treasury regulations promulgated thereunder, and the principles established on Schedule 3.3 hereof2.10. The Allocation Schedule shall be final and binding on the Parties unless, within thirty (30) days after delivery thereof, Seller delivers a written notice to the Buyer of its reasonable objections to the Allocation Schedule. If Seller does not object to the Allocation Schedule within the applicable period or the Parties otherwise come to an agreement with respect to all such objections, such Allocation Schedule shall be final and Purchaser binding on the Parties (the “Final Allocation Schedule”). The Parties agree to consult and resolve in good faith any such objections. If the Parties are not able to agree upon the Allocation Schedule, then the Allocation Schedule shall be determined by the Independent Accountant, based upon the relative fair market value of the Assets. The cost of the Independent Accountant shall be borne equally by the Parties. The Parties and their Affiliates agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets each will (including the amount of the Assumed Liabilitiesi) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply the Final Allocation Schedule for the purposes of determining any Taxes, (ii) report for Tax purposes the transactions consummated pursuant to this Agreement in a manner consistent with Section 1060 the Final Allocation Schedule, (iii) timely file a copy of the Internal Revenue Code of 1986, as amended (the "Code")Service Form 8594 with its appropriate federal and other Tax Returns, and Treasury Regulations promulgated thereunder. Subject to (iv) not take any Tax position that is inconsistent with the requirements of Final Allocation Schedule on any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary theretoReturn or in any proceeding before any taxing authority. In the event of that the Final Allocation Schedule is disputed by any purchase price adjustment hereundertaxing authority, the Purchaser (Party receiving notice of such dispute will promptly notify the other Parties, and the H&C AssigneesParties will consult in good faith how to resolve such dispute in a manner consistent with the Final Allocation Schedule. The Final Allocation Schedule shall be adjusted in accordance with the determination of the Final Purchase Price. Notwithstanding the foregoing, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of to the Purchased Assets Tangible Personal Property and Inventory set forth in the Assumed Liabilities Final Allocation Schedule shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller respective amounts set forth in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriateSection 2.10(a). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar items.

Allocation of Purchase Price. Not later than forty-five (45) days after the Closing, Purchaser shall provide Seller and Purchaser agree that with an allocation of the Unadjusted Purchase Price shall be allocated to and Price, plus any liabilities deemed assumed for U.S. federal income Tax purposes, among the shares Project Assets as of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date using the allocation method provided by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended and the Treasury regulations thereunder (the "Code"“Purchase Price Allocation Schedule”). 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 Treasury Regulations promulgated thereunderSeller, 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. Subject 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 requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required 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 purchase price adjustmentrevised Purchase Price Allocation Schedule. Any disputes Each Party shall notify the other Party, within twenty (20) days after notice or commencement of an examination, audit or other proceeding regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsunder this Section II.3.

Allocation of Purchase Price. (a) Within one hundred eighty (180) days after the Closing, (i) the Applicable Buyer shall prepare and deliver to the Applicable Seller a draft of a statement (the "APPLICABLE ALLOCATION STATEMENT") setting forth its proposed calculation of the aggregate amount of consideration paid by such Applicable Buyer for the Purchased Banking Assets or the Purchased Corporate Trust Assets, as applicable (the "APPLICABLE PURCHASED ASSETS") and Purchaser agree the proposed allocation of such aggregate amount among the Applicable Purchased Assets. If within thirty (30) days after the Applicable Seller's receipt of the draft Applicable Allocation Statement, the Applicable Seller shall not have objected in writing to such draft statement, then such draft statement shall become the Applicable Allocation Statement. In the event that the Unadjusted Purchase Price Applicable Seller objects in writing within such 30-day period, the Applicable Buyer and the Applicable Seller shall negotiate in good faith to resolve the dispute. If the Applicable Buyer and the Applicable Seller are unable to reach an agreement within thirty (30) days after the Applicable Seller's receipt of the draft Applicable Allocation Statement, then such dispute shall be allocated to resolved and among the shares Applicable Allocation Statement shall be determined by an independent, nationally recognized firm of capital stock accountants mutually selected by the parties. The Applicable Allocation Statement, as agreed upon by the Applicable Buyer and the Applicable Seller and/or determined under this Section 4.6(a), shall be final and binding upon the parties. Each of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Applicable Buyer and the Applicable Seller shall bear all fees and Purchaser agree costs incurred by it in connection with the determination of the Applicable Allocation Statement, except that the remaining portion parties shall each pay one-half (50%) of the Unadjusted Purchase Price fees and expenses of the Purchased Assets such accounting firm. (including the amount of the Assumed Liabilitiesb) The Applicable Allocation Statement will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply prepared in accordance with Section 1060 of the Internal Revenue Code and the rules and regulations promulgated thereunder, and subject to the provisions of 1986Section 14.11 (Tax-Deferred Exchange); PROVIDED, as amended HOWEVER, that (i) the "Code"Applicable Allocation Statement shall be consistent with any valuation agreed to by the parties on or prior to the Closing Date pursuant to Section 14.5(c), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller (ii) no amount shall be prepared consistently with such allocation and neither allocated to any of the Purchaser nor covenants contained in Sections 10.11 or 10.12 or any of the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser Related Agreements. (and the H&C Assignees, as the case may bec) and the Seller The parties hereto agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding report the allocation of the Unadjusted Purchase Price total consideration among the Applicable Purchased Assets in a manner consistent with the Applicable Allocation Statement, and agree to act in accordance with such statements in the preparation and filing of all Tax Returns (including filing Form 8594 with their respective Federal income Tax Returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, Treasury regulations, the Internal Revenue Service or any applicable state or local Taxing Authority) and in the course of any Tax audit, Tax review or Tax litigation relating thereto; provided that neither the Applicable Buyer or any of its Affiliates nor the Applicable Seller or any of its Affiliates will be obligated to litigate any challenge to such allocation of the Purchased Assets aggregate consideration by a Taxing Authority. (d) The parties will promptly inform one another of any challenge by any Taxing Authority to any allocation made pursuant to this Section 4.6 and the Assumed Liabilities shall be referred for resolution agree to consult and keep one another informed with respect to the Accountantsstatus of, and any discussion, proposal or submission with respect to, such challenge. (e) Notwithstanding the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other mattersforegoing, the difference between Parties agree to cooperate with each other to determine the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants appropriate amount of consideration to allocate to each real property asset contemplated to be appropriate). Each transferred pursuant to the terms of Purchaser and Seller will use commercially reasonable efforts this Agreement for purposes of determining the Transfer Tax filing (if applicable to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemssuch asset) described in Section 14.5.

Allocation of Purchase Price. Seller and Purchaser agree that (a) Within thirty (30) calendar days after the Unadjusted date of this Agreement, Buyer shall deliver a reasonable draft of the allocation of the Purchase Price shall be allocated to and Assumed Liabilities among the Transferred Assets and Transferred Equity Interests (and among the shares 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 Exhibit M attached hereto (the “Allocation Method”) on a country-by-country basis (the “Initial Allocation”) to Seller (the “Proposed Initial Allocation”). Except as provided in this subparagraph (a) and subparagraph (c) of capital stock this Section 2.05, at the close of business on the thirtieth (30th) calendar day after delivery of the Acquired Subsidiaries as Proposed Initial Allocation, the Proposed Initial Allocation shall become binding upon Buyer and Seller, shall be set forth on Schedule 3.3 hereof2.05(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 Purchaser 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 deliver a reasonable draft of the allocation of the Purchase Price and Assumed Liabilities among each of the Transferred Assets and Transferred Equity Interests (and among the assets held by any Transferred Company disregarded as 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 portion 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 the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets such independent appraisal firm, and the covenants of Parent Proposed Initial Allocation or the Proposed Allocation, as applicable and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser as so amended, shall become binding upon Buyer and Seller, shall be set forth in the Initial Allocation Schedule or the Allocation Schedule, and Purchaser 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 adjustments (including those described in Section 2.04) to the Purchase Price under this Agreement in a manner consistent with the Allocation Method. If, after 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 Closing Date, then the Allocation with respect to the Closing Inventory of such Selling Affiliate shall be adjusted so that it is equal to such local currency net book value, and the parties will agree to a corresponding upward or downward adjustment (as appropriate) elsewhere in the Allocation, in a manner consistent with the Allocation Method. (f) Each of Seller, 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 agree (and each party shall reasonably endeavor to be bound by reach such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"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 Treasury Regulations promulgated thereunder. Subject Buyer are unable to mutually agree that an item or action is required by applicable Law, such disagreement shall be referred to the requirements of any applicable tax law, all Tax Returns Accounting Firm promptly for review and reports including, without limitation, IRS form 8594, filed by resolution (in accordance with the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary theretoprocedure set forth in Section 2.04). In the event of that the Allocation is disputed by any purchase price adjustment hereunderTaxing Authority, the Purchaser (party receiving notice of the dispute shall promptly notify the other party hereto, and the H&C Assignees, as the case may be) both Seller and the Seller Buyer agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will 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) To the extent that the amounts paid to any Selling Affiliate on the Closing Date are not equal to the portion of the Purchase Price allocated to such Selling Affiliate in the Allocation (with respect to any Selling Affiliate, the “Allocated Purchase Price”), the parties shall and shall cause the Accountants their respective Affiliates to render their decision take all necessary actions to refund, repay and redistribute as soon promptly as reasonably practicablepracticable any amounts paid to any Selling Affiliate in excess of such Selling Affiliate’s Allocated Purchase Price, including without limitation such that, after giving effect to any such refunds, repayments and redistributions, the amounts received by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemseach Selling Affiliate shall be equal to such Selling Affiliate’s Allocated Purchase Price.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted (a) The Purchase Price shall be allocated to and among (including, for the shares avoidance of capital stock of doubt, the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount dollar value of the Assumed LiabilitiesLiabilities transferred to CanCo to the extent such Assumed Liabilities constitute part of the Purchase Price for Tax purposes) will (the “Tax Purchase Price”) shall be allocated among the Purchased Assets taking account of and in accordance with the covenants fair market value of Parent and Seller included herein within 60 Business Days 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 Closing Date reasonable allocation specifically agreed by mutual agreement between Purchaser the Parties to all other specific assets. (b) Within 60 calendar days after the Closing, LCCI shall prepare and Sellerdeliver to CanCo a schedule (an “Allocation Schedule”) allocating the Tax Purchase Price among the Purchased Assets, and Purchaser and Seller agree in such amounts reasonably determined by LCCI to be bound by such allocation. Such allocation consistent with the principles set forth in Section 2.9(a) and applicable Tax Law. (c) CanCo shall comply with Section 1060 have a period of 30 calendar days after the delivery of the Internal Revenue Code of 1986, as amended Allocation Schedule (the "Code"), and Treasury Regulations promulgated thereunder. Subject “Response Period”) to present in writing to LCCI notice of any objections CanCo may have to the requirements allocations set forth therein (an “Objections Notice”). Unless CanCo timely objects, such Allocation Schedule shall be binding on the Parties without further adjustment, absent manifest error. (d) If CanCo shall raise any objections within the Response Period, LCCI and CanCo shall negotiate in good faith and use their reasonable best efforts to resolve such dispute. If LCCI and CanCo fail to agree within 30 calendar days after the delivery of any applicable tax lawthe Objections Notice, all Tax Returns and reports including, without limitation, IRS form 8594, filed then the disputed items shall be resolved by the Purchaser and the Seller Accounting Firm, whose determination shall be prepared consistently with such allocation final and neither binding on the Purchaser nor Parties. The Accounting Firm shall resolve the Seller shall take a position contrary theretodispute within 30 calendar days after the item has been referred to it. In the event of any purchase price adjustment hereunderThe costs, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will Accounting Firm shall be shared borne equally by Purchaser LCCI and Seller CanCo. (e) The Parties shall use the allocations finally determined pursuant to this Section 2.9 (the “Allocations”) in preparing and filing all required Tax Returns. The Parties shall not take any position inconsistent with the Allocations upon any examination of any such proportions as Tax Return, in any refund claim or in any Tax 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 Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsAllocations.

Allocation of Purchase Price. Seller and Purchaser agree that The Parties will file all Tax Returns consistently with the Unadjusted allocation of the Purchase Price shall be allocated to and among the shares of capital stock determined in accordance with this Section 3.5. The allocation of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining Purchase Price (including any portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed LiabilitiesLiabilities if applicable) will be allocated 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 Purchased 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 covenants regulations thereunder and in a manner which facilitates Property Tax reporting and shall separately allocate Assets in the Facilities Switchyard. Seller shall within thirty (30) days thereafter propose any changes to the Allocation. Within thirty (30) days following delivery of Parent 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 included herein are unable to resolve any disputed objections within 60 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 after from the 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 Date Allocation”). Within thirty (30) days of the determination of the Post-Closing Adjustment, the Parties shall agree to the adjustments to the Final Pre-Closing Allocation (“Final Allocation”). The fees and disbursements of the Independent Accounting Firm attributable to any Allocation shall be shared equally by mutual agreement between Purchaser and Seller, and . Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the timely file Internal Revenue Code of 1986, as amended (the "Code")Service Form 8594, and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports includingReturns, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently in accordance with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C AssigneesAllocation or Final Allocation, as the case may be) , and to report the transactions contemplated by this Agreement for Federal Income tax and all other tax purposes in a manner consistent with the Allocation or Final Allocation, as the case may be. Purchaser and Seller agree to adjust such allocation promptly provide the other Parties with any additional information and reasonable assistance required to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form complete Form 8594, required as a result of such purchase price adjustment. Any disputes regarding or compute Taxes arising in connection with (or otherwise affected by) the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemstransactions contemplated hereunder.

Allocation of Purchase Price. (A) Buyer has submitted to Seller and Purchaser agree that an allocation of the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries Assets as set forth in Exhibit D – Allocation of Purchase Price. Buyer represents it has made reasonable allocations, in good faith, and Seller may rely on Schedule 3.3 hereofthe allocations for all purposes hereunder, including all of the following: (1) To notify holders of preferential rights of Buyer’s offer. Chevron U.S.A. Inc./ ASPA GUG Asset Sale and Purchase Agreement Dom Ltr (Rev4 May 2009)) (2) As a basis for adjustments to the Purchase Price for any Alleged Environmental Defects, Casualty Losses or Alleged Title Defects. (3) As otherwise provided in this Agreement. (B) In the event any Claims are brought against Seller arising from or under or attributable or relating to Exhibit D – Allocation of Purchase Price, Buyer shall indemnify and defend Seller against any such Claims. (C) Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller Buyer agree to be bound by such allocation. Such this allocation shall comply with Section 1060 of the Purchase Price for all purposes (including all tax purposes), and each further agrees to consistently report and submit its returns to each applicable Tax Authority for all relevant years on the basis of this allocation. (D) Seller and Buyer further agree as follows: (1) The Purchase Price shall be further allocated for tax purposes among intangibles and tangibles comprising the Assets as follows: Twenty Five (25%) percent of the Purchase Price shall be attributed to the Leases, Units, and Contracts and Seventy Five (75%) percent of the Purchase Price shall be attributed to the Xxxxx and Facilities. (2) To timely file all reports required by the United States Internal Revenue Code of 1986, as amended (amended, concerning the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsallocations.

Allocation of Purchase Price. Seller and Purchaser Buyer agree that as soon as reasonably practical after the Unadjusted 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 to and among the shares of capital stock Purchased Assets, the licenses referred to in Section 6.5, and the non-compete referred to in Section 9.7, in accordance with an allocation schedule (the “Purchase Price Allocation Schedule”) proposed by Seller and reasonably acceptable to Buyer, which shall be prepared in a manner required by Section 1060 of the Acquired Subsidiaries Code and other applicable Law and delivered by Seller to Buyer within thirty (30) days after the date that each of the Actual Closing Accounts Receivable is finally determined in accordance with Section 2.9 (it being understood and agreed that Seller shall deliver the Purchase Price Allocation Schedule (or any relevant portion thereof) to Buyer as set forth on Schedule 3.3 hereofpromptly as practicable, and within a reasonable period of time prior to the date an IRS Form 8594 “Asset Acquisition Statements Under Section 1060” or other applicable Tax filing required to be filed with the applicable Taxing Authorities prior to the Final Closing Date). In connection therewith, Seller and Buyer shall discuss the allocation of the Purchase Price and attempt in good faith to reach agreement with respect thereto. Seller and Purchaser Buyer may jointly agree that to obtain the remaining portion services of an Independent Accounting Firm to assist the Unadjusted Purchase Price parties in determining the fair value of the Purchased Assets (including if agreement is not reached with respect to the amount Purchase Price Allocation Schedule. If such an appraisal is made, both Seller and Buyer agree to accept the Independent Accounting Firm’s determination of the Assumed Liabilities) will be allocated among fair value of the Purchased Assets and Assets. The parties shall jointly select the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocationIndependent Accounting Firm. Such allocation shall comply with Section 1060 The cost of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller appraisal shall be prepared consistently borne equally by Seller and Buyer. If agreement is reached with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree respect to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted 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 of Allocation Schedule which the Purchased Assets and parties shall use to report the Assumed Liabilities shall be referred for resolution transactions contemplated by this Agreement to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate)applicable Taxing Authorities. Each of Purchaser Seller and Seller will use commercially reasonable efforts Buyer agree to cause provide the Accountants other promptly with any other information required to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemscomplete IRS Form 8594.

Allocation of Purchase Price. Seller (a) Buyer and Purchaser the Sellers agree that all amounts properly treated as purchase price for the Unadjusted Purchase Price Purchased Entities and the Purchased Assets for U.S. federal income tax purposes initially shall be allocated to and among the shares of capital stock each of the Acquired Subsidiaries as Purchased Entities and the Purchased Assets in accordance with the allocation set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion Section 2.2 of the Unadjusted Purchase Price Sellers Disclosure Schedule (the 11 “Initial Closing Date Allocation”). As soon as practicable, and in any event not later than ninety (90) days after the determination of the Closing Statement pursuant to Section 2.4, the Sellers shall provide to Buyer (i) an allocation of any post-Closing adjustments described in Section 2.4 among the Purchased Entities and the Purchased Assets in an appropriate and equitable manner and (including ii) an allocation of all amounts that were allocated pursuant to the amount Initial Closing Date Allocation, as adjusted by the allocation described in clause (i) of the Assumed Liabilities) will be allocated among this sentence, to the Purchased Assets and any Purchased Entity that is classified as an entity disregarded as separate from any Seller for U.S. federal income tax purposes among each Purchased Asset and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date assets owned by mutual agreement between Purchaser and Sellereach such Purchased Entity, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply respectively, in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended and the Treasury Regulations thereunder (the "Code"clauses (i) and (ii), and Treasury Regulations promulgated thereunder. Subject to collectively, the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto“Proposed Allocation”). In the event that Buyer objects to the Proposed Allocation in writing within thirty (30) days of any purchase price adjustment hereunderreceipt of such Proposed Allocation, the Purchaser Sellers and Buyer shall negotiate in good faith to resolve the dispute. If the Sellers and Buyer fail to agree on such allocation within thirty (and 30) days following Buyer’s written objection, such allocation shall be determined, within a reasonable time, by the H&C AssigneesArbitrating Accountants. The allocation, as agreed upon by the case may be) Sellers and Buyer (either because Buyer does not object in writing to the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required Proposed Allocation or as a result of such purchase price adjustment. Any disputes regarding good faith negotiations between the allocation Sellers and Buyer) or determined by the Arbitrating Accountants under this Section 2.2 (the “Final Allocation”), shall be final and binding upon the Parties and each of the Unadjusted Purchase Price Sellers, on the one hand, and Buyer, on the other hand, shall bear all fees and costs incurred by it in connection with the determination of the Purchased Assets and Final Allocation, except that the Assumed Liabilities Parties shall be referred for resolution to the Accountants, and pay the fees and expenses of the Arbitrating Accountants will in accordance with Section 2.5. The Final Allocation shall be shared subsequently amended as required by Purchaser applicable Law to reflect any adjustments (including pursuant to Section 8.11) to any amounts properly treated as purchase price for the Purchased Entities and Seller Purchased Assets after the date the Final Allocation is completed in such proportions a manner consistent with the Final Allocation and as otherwise agreed to among the Accountants determine Parties. (b) Each of the Sellers and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller Buyer shall prepare and Purchaser, respectivelyfile, and cause its Affiliates to prepare and file, its Tax Returns (including IRS Form 8594) on a basis consistent with the allocation determined Final Allocation. The Sellers and Buyer shall not take any Tax position inconsistent with the Final Allocation; provided, however, that nothing contained herein shall prevent any Party or its Affiliates from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, recordsFinal Allocation, and similar itemsno Party hereto or its Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Final Allocation, in each case, subject to the provisions set forth in Section 8.4.

Allocation of Purchase Price. Seller and Purchaser agree that (a) Buyer shall deliver a schedule allocating the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the any Assumed Liabilities) will be allocated among Liabilities and other relevant amounts properly treated as consideration for the Purchased Assets and the covenants of Parent Acquired Entity for U.S. federal Tax purposes) among (i) the Acquired Entity and (ii) all other Purchased Equity Interests and the Purchased Assets at least three (3) Business Days before the Closing Date (the “Pre-Closing Purchase Price Allocation”). If Seller notifies Buyer in writing that Seller objects to any allocation set forth thereon, Xxxxx and Seller included herein within 60 Business Days shall negotiate in good faith to resolve such objection. (b) Within thirty (30) days after the Closing Date by mutual agreement between Purchaser Date, Seller shall deliver a schedule allocating the Purchase Price (including any Assumed Liabilities and Seller, other relevant amounts properly treated as consideration for the Purchased Assets and Purchaser the Acquired Entity for U.S. federal Tax purposes) among the Purchased Equity Interests and Seller agree to be bound by such allocation. Such allocation shall comply the Purchased Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"“Allocation Schedule”); provided, that the Allocation Schedule shall be consistent with the Pre-Closing Purchase Price Allocation. If, within thirty (30) days after the delivery of the Allocation Schedule, Buyer notifies Seller in writing that Buyer objects to any allocation set forth thereon, Buyer and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with negotiate in good faith to resolve such allocation and neither the Purchaser nor the Seller shall take a position contrary theretoobjection. 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 purchase price adjustment hereunderdispute relating to matters set forth in this Section 2.9 within thirty (30) days following receipt of the submission. Upon resolution of the disputed items, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation Allocation Schedule shall be adjusted to reflect such purchase price adjustment and to file consistently any tax returns and reports includingresolution. The fees, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees costs and expenses of the Accountants Verification Accountant will be shared allocated to and borne in inverse proportion to the relative extent to which Buyer, on the one hand, and Seller, on the other hand, prevail on the disagreements resolved by Purchaser the Verification Accountant. Buyer and Seller shall file all Tax Returns in a manner consistent with the Allocation Schedule unless otherwise required by a determination within the meaning of Section 1313(a) of the Code and shall not otherwise take any position for Tax purposes in a manner inconsistent with the Allocation Schedule unless otherwise required by applicable Law. 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 proportions as 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 Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsallocation.

Allocation of Purchase Price. Seller (a) No later than sixty (60) days after Closing or within a reasonable time thereafter as agreed by Sellers and Purchaser, Purchaser agree that shall prepare and deliver to Sellers a proposed allocation of the Unadjusted Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by the Purchaser for U.S. federal income Tax purposes) among the Transferred Assets which shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply prepared in a manner consistent with Section 1060 of the U.S. Internal Revenue Code of 1986, as amended (the "“Code"”) (the “Proposed Allocation Schedule”). After receipt of the Proposed Allocation Schedule from Purchaser, the Sellers shall have fifteen (15) days to review the Proposed Allocation Schedule. The Proposed Allocation Schedule will be considered final and binding on the Parties unless Sellers communicate to Purchaser objections to the Proposed Allocation Schedule (an “Allocation Dispute Notice”). Sellers and Purchaser shall, within ten (10) days (or such longer period as Sellers and 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 Treasury Regulations promulgated thereunderprepare a final allocation schedule that is acceptable to both Sellers and Purchaser. Subject If Sellers and Purchaser are unable to completely resolve any such differences within such ten (10) day period, the requirements of any applicable tax lawunresolved issues (the “Allocation Dispute”) shall be resolved by the Accounting Firm in accordance with Section 1.5(b) (once so resolved, the “Final Allocation Schedule”), subject to approval by the Bankruptcy Court. Purchaser and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports including, without limitation, in a manner consistent with the Final Allocation Schedule and shall not take any position for Tax purposes (including on IRS form 8594, filed Form 8594 or in any audit or other examination or proceeding relating to Taxes) inconsistent with this Section 1.5 unless required to do so by the applicable Law. (b) If Purchaser and Sellers are unable to completely resolve any Allocation Dispute within the Seller Allocation Resolution Period, the unresolved issues (and only such unresolved issues) (such unresolved issues collectively, the “Dispute”) shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred promptly submitted for resolution to the AccountantsAccounting Firm. The Accounting Firm shall be instructed to resolve any outstanding Dispute; provided, that the Accounting Firm’s determination of any amount subject to the Dispute shall be no (i) less than the lesser of the amounts 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 Accountants will Accounting Firm shall be shared borne by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectivelyon the one hand, and the allocation determined 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 Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsAccounting Firm.

Allocation of Purchase Price. Seller and Purchaser (a) The Parties shall agree that on an allocation and, as applicable, to cause their relevant Affiliates to agree to such allocation, of the Unadjusted Final Purchase Price shall be allocated to and among any other items that are treated as additional consideration for Tax purposes (together, the shares of capital stock of “Tax Purchase Price,” and such allocation, the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted “Purchase Price of Allocation”) among the Purchased Assets (including the amount assets of the Assumed Liabilities) will Company). The Purchase Price Allocation shall be allocated among determined by the Purchased Assets Parties acting in good faith on an arm’s length basis and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply in accordance with Section 1060 of the Internal Revenue Code and any similar provision of 1986state, as amended local, or non-U.S. Law. Within sixty (60) calendar days after the "Code")finalization of the Final Closing Statement, and Treasury Regulations promulgated thereunder. Subject Buxxx xhall deliver to the requirements Sellers a draft Purchase Price Allocation with respect to the Tax Purchase Price. If within thirty (30) days after the Sellers’ receipt of any applicable tax lawthe draft Purchase Price Allocation, all Tax Returns and reports includingthe Sellers have not objected in writing to such draft Purchase Price Allocation, without limitation, IRS form 8594, filed by the Purchaser and the Seller it shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary theretobecome final. In the event of any purchase price adjustment hereunderthat the Sellers object in writing within such 30-day period, the Purchaser Parties shall negotiate in good faith to resolve the dispute. (and the H&C Assigneesb) If, as the case may beafter thirty (30) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation days of the Unadjusted 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 Purchased Assets and the Assumed Liabilities shall be referred matter for resolution to the AccountantsSettlement Accountant. Buyer and the Sellers will each deliver to the other and to the Settlement Accountant a notice setting forth in reasonable detail their proposed Purchase Price Allocation allocations. Within thirty (30) calendar days after receipt thereof, the Settlement Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by the Parties or determined by the Settlement Accountant (the “Final Allocation”) shall be final, binding and conclusive on the Parties). One-half of all fees, costs and expenses of retaining the Settlement Accountant shall be borne by the Sellers and one-half of such fees, costs and expenses of retaining the Settlement Accountant shall be borne by Buyer. Each party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties shall file their Tax Returns (and IRS Form 8594, if applicable) on the basis of the Final Allocation 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, and no Party shall thereafter take a Tax Return position or any other position for applicable Tax purposes that is inconsistent with such Final Allocation unless otherwise required pursuant to a final “determination” as defined in Section 1313(a) of the Code by a Tax authority; provided, however, that nothing contained herein shall prevent the Parties from reasonably settling any proposed deficiency or adjustment by any Tax authority based upon or arising out of the Purchase Price Allocation, and the fees and expenses of the Accountants will Parties shall not be shared required to litigate before any court any proposed deficiency or adjustment by Purchaser and Seller in any Tax authority challenging such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed deficiency or adjustment by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsany Tax authority.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted 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: (a) 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 among 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 capital common stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. ($0.001 par value) ("Nextel Common Stock") to Seller and Purchaser agree that the remaining for all or any portion of the Unadjusted 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 Purchased Assets (including Closing Date. The "Current Market Price" shall be deemed to be the amount average of the Assumed Liabilitiesdaily closing price per share of Nextel Common Stock for the thirty (30) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after consecutive trading days immediately preceding the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary theretoDate. In the event of any purchase price adjustment hereundera stock dividend, stock split or other reclassification of the Nextel Common Stock during such 30-day period, the Purchaser (and Current Market Price shall be adjusted accordingly. The closing price for each trading day shall be the H&C Assigneeslast sale price, as regular way, or in the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result absence of such purchase price adjustment. Any disputes regarding trading, the allocation average of the Unadjusted Purchase Price of closing bid and ask prices, regular way, in either case on the Purchased Assets and national securities exchange or the Assumed Liabilities shall be referred NASDAQ National Market (whichever exchange or market is the principal trading market for resolution to Nextel Common Stock at the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriatetime). Each of Purchaser and Seller will use commercially reasonable efforts to cause The term "trading day" shall mean a day on which the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants principal national securities exchange on which Nextel Common Stock is listed is open for information, books, records, and similar itemstrading.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted The Tax Purchase Price shall be allocated to and among the shares Acquired Assets and the covenant contained in Section 10.2 as follows: (i) 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 capital stock the Tax Purchase Price among the Acquired Assets. The Buyer shall deliver to the Parent, within thirty (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 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 Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants 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 Seller included herein within 60 Business Days after the Closing Date Buyer such allocation schedule as promptly as practicable. If the Accountant determines that the allocation schedule provided by mutual agreement between Purchaser the Parent was reasonable, then the fees and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 expenses of the Internal Revenue Code Accountant shall be borne by the Buyer and if the Accountant determines that the allocation schedule provided by the Parent was unreasonable, then the fees and expenses of 1986, as amended the Accountant shall be borne by the Sellers. (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all ii) All Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser Buyer and the Seller Sellers shall be prepared consistently with such allocation allocation, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code. The parties shall make jointly the necessary elections and neither execute and file, within the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunderprescribed times therefor, the Purchaser (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 H&C Assignees, as the case may be) Sellers. The Buyer and the Seller Sellers agree that the procedure set forth in this Section 1.2(b) for resolving disputes with respect to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Tax Purchase Price shall be the sole and exclusive method for resolving any such disputes; provided, however that this provision shall not prohibit either Party from instituting litigation to enforce any ruling of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsAccountant.

Allocation of Purchase Price. Seller Exhibit XIII attached hereto sets forth a preliminary statement (“Preliminary Allocation Statement”) allocating the Preliminary Cash Purchase Price, the Liabilities treated as assumed for federal income Tax purposes and Purchaser agree that the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock value of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated SAVVIS Stock among the Purchased Assets Subsidiaries and the covenants Transferred Assets by jurisdiction based on the assets and liabilities of Parent the Business as of October 31, 2004 and Seller included herein the 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 “Closing Date Allocation Statement”) to MTH within 60 Business Days twenty (20) days after the Closing Date, which Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree Allocation Statement shall be reasonably satisfactory to be bound by such allocation. Such allocation shall comply with Section 1060 MTH (in lieu of the Internal Revenue Code of 1986, as amended (the "Code"Preliminary Allocation Statement), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all All Tax Returns and reports including, without limitation, IRS form 8594, filed by Reuters, the Purchaser Sellers and the Seller their respective Affiliates shall be prepared consistently with such allocation and neither Closing Date Allocation Statement except as otherwise required under applicable accounting or Tax rules, laws or regulations. Notwithstanding the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunderimmediately preceding sentence, the Purchaser 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 Preliminary Cash Purchase Price pursuant to Section 2.5 or 2.6 shall be allocated to the Purchased Subsidiaries, and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation Closing Date Allocation Statement shall be revised to reflect such purchase price adjustment allocation. Notwithstanding anything to the contrary contained in this Section 2.8, in the event Reuters and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding MTH cannot agree that the Closing Date Allocation Statement fairly reflects the proper allocation of the Unadjusted Purchase Price value of the consideration among the Purchased Subsidiaries and Transferred Assets by jurisdiction for Tax purposes, then Reuters and the Assumed Liabilities MTH shall be referred use their own allocations for resolution Tax purposes. Back to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar items.Contents

Allocation of Purchase Price. (i) In connection with the execution of this Agreement, Seller and Purchaser Buyer agree that to allocate the Unadjusted Base Purchase Price, as adjusted hereunder, among the assets of SLC (the “Purchase Price shall be allocated to Allocation”), for U.S. federal and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller applicable state income Tax purposes in a manner consistent with Section 755 and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the "Code"“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 be delivered a single statement setting forth Buyer’s proposed Purchase Price Allocation consistent with Section 755 and Treasury Regulations promulgated thereunder. Subject Section 1060 of the Code (the “Buyer Purchase Price Allocation”). (ii) Seller shall have thirty (30) days following receipt of the 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 requirements Purchase Price Allocation shall be made in accordance with the agreement of Buyer and Seller. If Buyer and Seller are unable to resolve any applicable tax lawsuch 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), all Tax Returns and reports including, without limitation, IRS form 8594, filed such dispute shall be resolved by the Purchaser Independent Accounting Firm, and the Seller such determination shall be prepared consistently with such allocation final and neither binding on the Purchaser nor Parties. The Independent Accounting Firm shall consider only those items and amounts as to which Buyer and Seller have disagreed within the Seller shall take a position contrary theretotime periods and on the terms specified above. In the event of any purchase price adjustment hereundermaking such determination, the Purchaser (Independent Accounting Firm may rely only upon information submitted to it by Buyer and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustmentSeller. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities The Independent Accounting Firm shall be referred for resolution instructed to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause deliver to Buyer and Seller a written report setting forth the Accountants resolution of each disputed matter within thirty (30) days of submission to render their decision it of the Buyer Purchase Price Allocation and the Purchase Price Allocation Dispute Notice and, in any case, as soon promptly as reasonably practicablepracticable after such submission. Any expenses relating to 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 Seller. For purposes of resolving any such 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, each of Seller and Buyer agrees to file all federal, state, local and foreign Tax Returns with respect to the assets of SLC, in accordance with any such agreed allocation as adjusted as provided herein. Each of Seller and Buyer shall report the transactions contemplated by this Agreement for federal Tax and all other income Tax purposes in a manner consistent with such allocation, including without limitation by promptly complying with all reasonable requests by Internal Revenue Service Form 8594, any statements required under Treasury Regulations Section 1.751-1(a)(3) and any allocation required under Section 755 of the Accountants for informationCode, books, recordsas applicable, and pursuant to this Section 2(d). Seller and Buyer 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 this Section 2(d). Seller and Buyer shall not take any position in any Tax Return, Tax proceeding or audit that is inconsistent with such allocation unless required to do so by a final determination as defined in Section 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 itemsproceedings 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. Seller and Purchaser The Parties agree that the Unadjusted Purchase Price shall be allocated to (and among other capitalized costs), together with the shares of capital stock consideration represented by Buyer's assumption of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that Bermuda Note from Alpharma Bermuda (the remaining portion of the Unadjusted "Allocated Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) Price"), will be allocated among the Purchased Assets Asset Sellers, the Share Sellers and the covenants of Parent Note Sellers for all purposes (including Tax and Seller included herein within 60 Business Days after 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 by mutual agreement between Purchaser (or such later time as may be reasonable after the Purchase Price is determined), Buyer shall prepare and deliver to Seller a schedule that further allocates (i) the portion of the Allocated Purchase Price shown on the Allocation Schedule for each Asset Seller, and Purchaser and Seller agree together with the Assumed Liabilities applicable to be bound such Asset Seller, among the Acquired Assets sold by such allocationAsset Seller to Buyer, and (ii) the portion of the Allocated Purchase Price shown on the Allocation Schedule for each Share Seller among the Target Companies sold by such Share Seller; provided that, if the Parties make a Section 338(h)(10) election with respect to the sale of one or more U.S. Target Companies, such schedule shall allocate the portion of the Allocated Purchase Price attributable to each such Target Company, together with the liabilities of such Target Company, among the assets of such Target Company. Such 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 comply with Section 1060 be the final allocation and each of the Seller, Buyer and their respective Affiliates shall report, act, and file Tax Returns (including Internal Revenue Code of 1986, as amended (the "Code"), Service Form 8594) in all respects and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, for all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently purposes consistent with such allocation and neither prepared by Buyer. If the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunderPurchase Price is subsequently adjusted, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted adjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to reasonably allocated among the Accountants, and the fees and expenses of the Accountants will be shared assets in a manner agreed by Purchaser Buyer and Seller in such proportions as consistent with the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsmethodology previously used."

Allocation of Purchase Price. (a) Within one hundred eighty (180) days after the Closing, (i) the Applicable Buyer shall prepare and deliver to the Applicable Seller a draft of a statement (the “Applicable Allocation Statement”) setting forth its proposed calculation of the aggregate amount of consideration paid by such Applicable Buyer for the Purchased Banking Assets or the Purchased Corporate Trust Assets, as applicable (the “Applicable Purchased Assets”) and Purchaser agree the proposed allocation of such aggregate amount among the Applicable Purchased Assets. If within thirty (30) days after the Applicable Seller’s receipt of the draft Applicable Allocation Statement, the Applicable Seller shall not have objected in writing to such draft statement, then such draft statement shall become the Applicable Allocation Statement. In the event that the Unadjusted Purchase Price Applicable Seller objects in writing within such 30-day period, the Applicable Buyer and the Applicable Seller shall negotiate in good faith to resolve the dispute. If the Applicable Buyer and the Applicable Seller are unable to reach an agreement within thirty (30) days after the Applicable Seller’s receipt of the draft Applicable Allocation Statement, then such dispute shall be allocated to resolved and among the shares Applicable Allocation Statement shall be determined by an independent, nationally recognized firm of capital stock accountants mutually selected by the parties. The Applicable Allocation Statement, as agreed upon by the Applicable Buyer and the Applicable Seller and/or determined under this Section 4.6(a), shall be final and binding upon the parties. Each of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Applicable Buyer and the Applicable Seller shall bear all fees and Purchaser agree costs incurred by it in connection with the determination of the Applicable Allocation Statement, except that the remaining portion parties shall each pay one-half (50%) of the Unadjusted Purchase Price fees and expenses of the Purchased Assets such accounting firm. (including the amount of the Assumed Liabilitiesb) The Applicable Allocation Statement will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply prepared in accordance with Section 1060 of the Internal Revenue Code and the rules and regulations promulgated thereunder, and subject to the provisions of 1986Section 14.11 (Tax-Deferred Exchange); provided, as amended however, that (i) the "Code"Applicable Allocation Statement shall be consistent with any valuation agreed to by the parties on or prior to the Closing Date pursuant to Section 14.5(c), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller (ii) no amount shall be prepared consistently with such allocation and neither allocated to any of the Purchaser nor covenants contained in Sections 10.11 or 10.12 or any of the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser Related Agreements. (and the H&C Assignees, as the case may bec) and the Seller The parties hereto agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding report the allocation of the Unadjusted Purchase Price total consideration among the Applicable Purchased Assets in a manner consistent with the Applicable Allocation Statement, and agree to act in accordance with such statements in the preparation and filing of all Tax Returns (including filing Form 8594 with their respective Federal income Tax Returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, Treasury regulations, the Internal Revenue Service or any applicable state or local Taxing Authority) and in the course of any Tax audit, Tax review or Tax litigation relating thereto; provided that neither the Applicable Buyer or any of its Affiliates nor the Applicable Seller or any of its Affiliates will be obligated to litigate any challenge to such allocation of the Purchased Assets aggregate consideration by a Taxing Authority. (d) The parties will promptly inform one another of any challenge by any Taxing Authority to any allocation made pursuant to this Section 4.6 and the Assumed Liabilities shall be referred for resolution agree to consult and keep one another informed with respect to the Accountantsstatus of, and any discussion, proposal or submission with respect to, such challenge. (e) Notwithstanding the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other mattersforegoing, the difference between Parties agree to cooperate with each other to determine the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants appropriate amount of consideration to allocate to each real property asset contemplated to be appropriate). Each transferred pursuant to the terms of Purchaser and Seller will use commercially reasonable efforts this Agreement for purposes of determining the Transfer Tax filing (if applicable to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemssuch asset) described in Section 14.5.

Allocation of Purchase Price. Seller (i) No later than one-hundred and Purchaser agree twenty (120) days following the Closing, Buyer shall prepare and provide to Seller, for its review, a draft allocation statement that provides the Unadjusted manner in which the sum of the Estimated Purchase Price shall and all other items required to be allocated taken into account for U.S. federal income Tax purposes with respect to the purchase and among the shares of capital stock sale of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets Securities (including the amount Liabilities of the Assumed LiabilitiesCompany) will (collectively, the “Total Tax Consideration”) shall be allocated among the Purchased Assets assets of the Company and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and SellerSelling Parties set forth in Section 6.3, and Purchaser and Seller agree which is intended to be bound by such allocation. Such allocation shall comply in accordance with Section 1060 of the Internal Revenue Code of 1986and the applicable Treasury Regulations, as amended and any applicable state, local and foreign Tax Law (the "Code"“Tax Allocation Statement”). The Tax Allocation Statement shall be allocated in a manner consistent with the sample allocation methodology attached hereto as Exhibit D. Seller shall have the right to object to any portion of the Tax Allocation Statement by written notice to Buyer. If Seller does not object to the Tax Allocation Statement by written notice to Buyer within thirty (30) days after receipt by Seller of the Tax Allocation Statement, then the Tax Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such Tax Allocation Statement shall be subject to adjustment upon and as a result of any adjustment to the amounts used to determine the allocations used to prepare the Tax Allocation Statement under this Agreement. If Seller objects to the Tax Allocation Statement, it shall notify Buyer in writing of its objection to the Tax Allocation Statement and shall set forth in such written notice the disputed item or items and the basis for its objection and Buyer and Seller shall act in good faith to resolve any such dispute for a period of thirty (30) days thereafter. If, within thirty (30) days of Seller’s delivery of a valid written notice of objection to the Tax Allocation Statement, Buyer and Seller have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be resolved by the accountants in accordance with the dispute resolution mechanism set forth in Section 2.6(c), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller whose determination shall be prepared consistently with such allocation and neither binding upon the Purchaser nor the Seller shall take a position contrary theretoparties. In the event that any adjustment to the Estimated Cash Consideration is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall promptly provide Seller a revised Tax Allocation Statement and the principles of this Section 6.4(i)(i) shall apply to each such revised Tax Allocation Statement. (ii) Each of the parties hereto and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), prepare and file all income Tax Returns, including all IRS Forms 8594 and any other appropriate income Tax Returns or forms, in a manner consistent with the Tax Allocation Statement, as finally determined pursuant to this Section 6.4(i) (subject to adjustment in accordance with this Section 6.4(i) in the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriateTotal Tax Consideration). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar items.

Allocation of Purchase Price. Seller and Purchaser agree that To the Unadjusted extent possible, concurrent with the execution of this Agreement, Buyer shall allocate the unadjusted Purchase Price shall be allocated to and among the shares of capital stock each of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that Assets, in compliance with the remaining portion principles of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "“Code"”), and the Treasury Regulations promulgated regulations thereunder. Subject to Such allocation of value upon the requirements reasonable approval of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently attached to this Agreement as Exhibit “F” (the “Allocated Value”). On or before five (5) Business Days after the execution of this Agreement Buyer shall provide to Seller a revised Exhibit “F” with an Allocated Value for any remaining Assets which were not addressed at the time of execution of this Agreement and such allocation and neither of value shall upon the Purchaser nor reasonable approval of the Seller shall take be included in Exhibit “F.” The Allocated Value for any Asset equals the portion of the unadjusted Purchase Price allocated to such Asset on Exhibit “F”, increased or reduced as described in this Article 3. Any adjustments to the Purchase Price other than the adjustments provided for in Sections 3.3(a)(ii)(D), 3.3(a)(ii)(E), and 3.3(a)(ii)(F) shall be applied on a position contrary theretopro rata basis to the amounts set forth on Exhibit “F” for all Assets. In After all such adjustments are made, any adjustments to the event Purchase Price pursuant to Sections 3.3(a)(ii)(D), 3.3(a)(ii)(E), and 3.3(a)(ii)(F) shall be applied to the amounts set forth in Exhibit “F” for the particular affected Assets. After Seller and Buyer have agreed on the Allocated Values for the Assets, Seller will be deemed to have accepted such Allocated Values for purposes of any purchase price adjustment hereunder, the Purchaser (this Agreement and the H&C Assigneestransactions contemplated hereby, but otherwise makes no representation or warranty as to the accuracy of such values. Seller and Buyer agree (i) that the Allocated Values, as adjusted pursuant to the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports includingforegoing, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed used by Seller and PurchaserBuyer as the basis for reporting asset values and other items for purposes of all federal, respectivelystate, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicablelocal Tax Returns, including without limitation Internal Revenue Service Form 8594 and (ii) that neither they nor their Affiliates will take positions inconsistent with such Allocated Values in notices to Governmental Bodies, in audit or other proceedings with respect to Taxes, in notices to preferential purchase right holders, or in other documents or notices relating to the transactions contemplated by promptly complying with all reasonable requests by this Agreement. Buyer and Seller further agree that, on or before the Accountants for informationFinal Settlement Date (or the Closing Date, booksin the event of a Like-Kind Exchange Transaction), records, they will mutually agree as to the further allocation of the Allocated Values included in Exhibit “F” as to the relative portion of those values attributable to leasehold costs and similar itemsdepreciable equipment. Seller’s allocation of values attributable to leasehold costs and depreciable equipment will be controlling to the extent that Buyer and Seller are unable to agree on the allocation of values attributable to leasehold costs and depreciable equipment.

Allocation of Purchase Price. Seller and Purchaser agree that The Parties will file all Tax Returns consistently with the Unadjusted allocation of the Purchase Price shall be allocated to and among the shares of capital stock determined in accordance with this SECTION 3.5. The allocation of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining Purchase Price (including any portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed LiabilitiesLiabilities if applicable) will be allocated 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 Purchased 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 covenants regulations thereunder and in a manner which facilitates Property Tax reporting and shall separately allocate Assets in the Facilities Switchyard. Seller shall within thirty (30) days thereafter propose any changes to the Allocation. Within thirty (30) days following delivery of Parent 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 included herein are unable to resolve any disputed objections within 60 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 after from the 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 determination of the Post-Closing Date Adjustment, the Parties shall agree to the adjustments to the Final Pre-Closing Allocation ("FINAL ALLOCATION"). The fees and disbursements of the Independent Accounting Firm attributable to any Allocation shall be shared equally by mutual agreement between Purchaser and Seller, and . Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the timely file Internal Revenue Code of 1986, as amended (the "Code")Service Form 8594, and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports includingReturns, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently in accordance with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C AssigneesAllocation or Final Allocation, as the case may be) , and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Allocation or Final Allocation, as the case may be. Purchaser and Seller agree to adjust such allocation promptly provide the other Parties with any additional information and reasonable assistance required to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form complete Form 8594, required as a result of such purchase price adjustment. Any disputes regarding or compute Taxes arising in connection with (or otherwise affected by) the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemstransactions contemplated hereunder.

Allocation of Purchase Price. Parent, Acquisition Sub and Seller and Purchaser shall use their reasonable best efforts to agree that prior to the Unadjusted Closing Date to an initial allocation of the Initial Purchase Price shall be allocated to and the Assumed Liabilities among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) “Allocation”). Such Allocation will be allocated among the Purchased Assets based on arm’s length negotiations and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to will be bound by such allocation. Such allocation shall comply prepared in accordance with Section 1060 of the Internal Revenue Code Code. In the event that Parent, Acquisition Sub and Seller are unable to agree on the Allocation prior to the Closing Date, the Allocation shall be determined in the following manner. Within sixty (60) days following the Closing Date, Parent and Acquisition Sub shall deliver to Seller a proposed Allocation. Seller shall deliver written notice to Parent and Acquisition Sub within thirty (30) days after Seller’s receipt of 1986Parent’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). If Seller so objects to Parent’s and Acquisition Sub’s proposed Allocation, Seller, Parent and Acquisition Sub shall attempt to resolve their differences by good faith negotiation. If with thirty (30) days, Seller, Parent and Acquisition Sub are unable to agree to an Allocation, such Allocation shall be determined by the Independent Accountants. The Independent Accountants shall use their best efforts to reach a determination as amended promptly as possible and in no event later than twenty (20) days after submission of the "Code")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 Treasury Regulations promulgated thereunderall fees and expenses of the Independent Accountants shall be borne equally by Parent and Seller. Subject In the event of an adjustment to the requirements Purchase Price and Assumed Liabilities as a result of any the payment of the Earnout Purchase Price or otherwise, the Allocation shall be adjusted in a manner consistent with the provisions of Section 1060 of the Code. Any disputes regarding the manner of adjustment shall be resolved by the Independent Accountants. Each party shall, to the extent permitted by applicable tax lawLaw, all report the Tax Returns consequences of the purchase and reports sale contemplated hereby (including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event filing of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price Internal Revenue Service Form 8594 in respect of the Purchased Assets and Assets) in a manner consistent with the Assumed Liabilities shall be referred for resolution to the AccountantsAllocation, and the fees and expenses shall not voluntarily take any position inconsistent therewith upon examination of the Accountants will be shared by Purchaser and Seller any Tax Returns, in such proportions as the Accountants determine and deem equitable (after taking into accountany claim for any Tax refund, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsin any Litigation or otherwise.

Allocation of Purchase Price. Seller and Purchaser agree that The allocation of the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining (including any portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed LiabilitiesLiabilities if applicable) will be allocated 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 Purchased 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 covenants regulations thereunder and in a manner which facilitates Property Tax reporting and shall separately allocate Assets in the Facilities Switchyard. Seller shall within thirty (30) days thereafter propose any changes to the Allocation. Within thirty (30) days following delivery of Parent 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 included herein are unable to resolve any disputed objections within 60 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 after from the 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 Date Allocation”). Within thirty (30) days of the determination of the Post-Closing Adjustment, the Parties shall agree to the adjustments to the Final Pre-Closing Allocation (“Final Allocation”). The fees and disbursements of the Independent Accounting Firm attributable to any Allocation shall be shared equally by mutual agreement between Purchaser and Seller, and . Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the timely file Internal Revenue Code of 1986, as amended (the "Code")Service Form 8594, and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports includingReturns, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently in accordance with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C AssigneesAllocation or Final Allocation, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment , and to file consistently any tax returns report the transactions contemplated by this Agreement for federal Income Tax and reports includingall other Tax purposes in a manner consistent with the Allocation or Final Allocation, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate)case may be. Each of Purchaser and Seller will use commercially reasonable efforts further agree to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests provide a copy of its Internal Revenue Service Form 8594 for inspection by the Accountants for information, books, records, and similar itemsother Party not fewer than 10 business days prior to filing such form.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted The Purchase Price shall be allocated to and among the shares Acquired Assets as determined by Buyer in accordance with Code Section 1060 (and any similar provisions of capital stock of the Acquired Subsidiaries state or local Law, as appropriate) and shall be set forth on Schedule 3.3 hereof. in a schedule delivered by Buyer to Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets within one hundred twenty (including the amount of the Assumed Liabilities120) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after days following the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and (the “Proposed Allocation Schedule”). Seller agree shall have an opportunity to be bound by such allocation. Such allocation shall comply with Section 1060 review the Proposed Allocation Schedule for a period of thirty (30) days after the receipt of the Internal Revenue Code Proposed Allocation Schedule. If Seller disagrees with any aspect of 1986the Proposed Allocation Schedule, as amended Seller shall notify Buyer, in writing, prior to the end of such thirty (the "Code"30)-day period (an “Allocation Dispute Notice”), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the setting forth Seller’s proposed allocation of the Unadjusted Purchase Price Price. If Seller does not deliver to Buyer an Allocation Dispute Notice within such thirty (30)-day period, Buyer’s Proposed Allocation Schedule shall be final and binding on the parties. If Seller delivers an Allocation Dispute Notice to Buyer, Seller and Buyer shall negotiate in good faith to resolve any such dispute; provided, however, that if Seller and Buyer are unable to resolve any such dispute within thirty (30) days following the delivery of the Purchased Assets and the Assumed Liabilities Allocation Dispute Notice, then such dispute shall be referred for resolution to resolved by the Accountants, and the Dispute Accounting Firm. The fees and expenses of the Accountants will Dispute Accounting Firm shall be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed borne equally by Seller and PurchaserSeller Parent, respectivelyon the one hand, and Buyer on the allocation determined by the Accountants to be appropriate)other hand. Each of Purchaser Buyer and Seller will use commercially reasonable efforts to cause and their respective Affiliates shall file all Tax Returns (including IRS Form 8594) consistent with the Accountants to render their decision as soon final allocation of the Purchase Price determined hereunder (as reasonably practicableadjusted to account for events occurring after the determination of the final allocation of the Purchase Price), including without limitation none of Buyer, Seller or their respective Affiliates shall take any Tax position inconsistent with the final allocation of the Purchase Price determined hereunder unless required to do so by promptly complying with all reasonable requests by a change in applicable Laws or a good faith resolution of a Tax contest. Any adjustments to the Accountants for information, books, records, and similar itemsPurchase Price pursuant to this Article II shall be allocated in a manner consistent therewith.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted The Purchase Price (which solely for Tax purposes shall include the liabilities of Seller that are assumed or deemed to be allocated to assumed by Buyer and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilitiesotherwise determined for Tax purposes) will shall be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree (“Tax Allocation Statement”). The Tax Allocation Statement is intended to be bound by such allocation. Such allocation shall comply with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (and the "Code"), and applicable Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local or foreign Law, as appropriate). Subject Buyer shall deliver the Tax Allocation Statement to Seller within a commercially reasonable time following the final determination of the Purchase Price pursuant to Section 2.6. Seller shall notify Buyer of any objections to the requirements Tax Allocation Statement within thirty (30) days after receiving the Tax Allocation Statement. If Seller does not notify Buyer of any applicable tax lawobjections to the Tax Allocation Statement, within that thirty (30) day period, the Tax Allocation Statement shall be deemed final. If Seller notifies Buyer of an objection to the Tax Allocation Statement by the end of the thirty (30) day period, and Xxxxx and Seller are unable to resolve their differences within fifteen (15) days thereafter (“Dispute Resolution Period”), then the disputed items on the Tax Allocation Statement (the “Disputed Items”) shall be submitted to the Independent Accountant within five (5) days after the end of the Dispute Resolution Period for resolution with the costs paid 50% by Seller and 50% by Xxxxx, and the Independent Accountant shall be instructed to deliver a finalized Tax Allocation Statement addressing the Disputed Items as soon as possible. The Independent Accountant will act as an expert (and not an arbitrator) for all purposes of this Agreement and shall have no authority to receive oral testimony, conduct a hearing or conduct any independent investigations. The Independent Accountant shall be bound in all respects and for all purposes by the definitions hereof and shall be limited to determining whether the Disputed Items were determined in accordance with the terms and conditions of this Agreement. The Independent Accountant is not to make any other determination, including with respect to (i) the accuracy of the representations and warranties of any party to this Agreement, or (ii) compliance with any party of its covenants, agreements or obligations herein. Buyer and Seller and their respective Affiliates shall report, act and file all Tax Returns (including Internal Revenue Service Form 8594) in all respects and reports includingfor all purposes consistent with the Tax Allocation Statement as well as any amendments to such Tax Returns required with respect to any adjustment to the Purchase Price (as determined for Tax purposes). None of Xxxxx, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller or any of their Affiliates shall take a any position contrary thereto(whether in audits, Tax Returns, Tax Proceedings or otherwise) that is inconsistent with the information set forth on the Tax Allocation Statement, unless required to do so by Law. In the event of any purchase price adjustment hereunder, is required to be made to the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required Tax Allocation Statement as a result of an adjustment to the Purchase Price (as determined for Tax purposes) pursuant to this Agreement, Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Tax Allocation Statement reflecting such purchase price adjustment. Any disputes regarding In the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities event a revised Tax Allocation Statement is required to be prepared, it shall be referred for subject to review and resolution of timely raised disputes in the same manner as the initial Tax Allocation Statement. Notwithstanding anything in this Section 9.1 to the Accountantscontrary, no Party shall have any obligation to notify any other Party in the event that a Taxing Authority disputes the Tax Allocation Statement (or any part thereof), and the fees and expenses each of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into accountBuyer, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and their respective Affiliates shall be free to manage the allocation determined by the Accountants to be appropriate). Each conduct of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicableany such dispute or related Tax Proceeding involving its own Taxes, including without limitation by promptly complying with all reasonable requests by the Accountants for informationany compromise or settlement thereof, books, records, and similar items.as it deems appropriate in its sole discretion. 44

Allocation of Purchase Price. Seller Within thirty (30) Business Days following the Closing Date, Purchaser shall deliver to Sellers for Sellers’ review and Purchaser agree that approval allocation schedule(s) (the Unadjusted “Allocation Schedule(s)”) allocating the Purchase Price shall be allocated to and among in accordance with the shares of capital stock of the Acquired Subsidiaries as percentages set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (Allocation Schedule(s), including the amount of the Assumed Liabilities) will be allocated Liabilities that are liabilities for federal income Tax purposes, among the Purchased Assets Assets. The Allocation Schedule(s) shall be reasonable and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to shall be bound by such allocation. Such allocation shall comply prepared in accordance with Section 1060 of the Internal Revenue Code and the regulations thereunder. Sellers agree that, following their approval of 1986, as amended (the "Code"Allocation Schedule(s), Sellers shall sign the Allocation Schedule(s) and Treasury Regulations promulgated thereunder. Subject return an executed copy thereof to Purchaser, it being understood and agreed that on or before the requirements tenth (10th) Business Day following their receipt of the Allocation Schedule(s) from Purchaser as herein provided, Sellers shall either deliver an executed copy thereof to Purchaser or, in the event that Sellers shall have objections to all or any applicable tax lawportion of the Allocation Schedule(s), all Tax Returns and reports includingSellers shall deliver to Purchaser a written objection to such Allocation Schedule(s), without limitation, IRS form 8594, filed by which written objection shall set forth in reasonable detail the Purchaser and basis for the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary objections of Sellers thereto. In the event that Sellers fails to deliver to Purchaser either an executed Allocation Schedule(s) or a written objection on or before the tenth (10th) Business Day following their receipt of the Allocation Schedule(s) from Purchaser, Sellers will be deemed to have accepted and be bound by the Allocation Schedule(s) in the form delivered by Purchaser. In the event that Sellers shall deliver a written objection to the Allocation Schedule(s), Sellers and Purchaser shall thereafter work in good faith for a period of fifteen (15) Business Days to resolve any purchase price adjustment hereunderand all objections set forth therein, and upon the resolution of all such objections, Sellers and Purchaser shall execute and deliver to the other Party a signed copy of such agreed upon Allocation Schedule(s). In the event that Purchaser and Sellers are unable to resolve such dispute within such fifteen (15) Business Day period, Purchaser and Sellers shall jointly retain a nationally recognized firm of independent certified public accountants mutually acceptable to Purchaser and Sellers (an “Independent Accounting Firm”) to resolve the disputed items and the determinations of such Independent Accounting Firm shall be conclusive and binding upon the Parties for the purposes of this Section 3.2. Upon resolution of the disputed items, the Purchaser (and allocation reflected on the H&C Assignees, as the case may beAllocation Schedule(s) and the Seller agree to adjust such allocation shall be adjusted to reflect such purchase price adjustment and to file consistently any tax returns and reports includingresolution. The costs, without limitationfees, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will Independent Accounting Firm shall be shared borne equally by Purchaser and Seller Sellers. Purchaser and Sellers will each file IRS Form 8594, and all Tax Returns, in such proportions as accordance with the Accountants determine and deem equitable (after taking into account, among other matters, Allocation Schedule(s) that are agreed upon by the difference between Parties pursuant to the allocation proposed by Seller and terms of this Section 3.2. Purchaser, respectivelyon the one hand, and Sellers, on the allocation determined by other hand, each agrees to provide the Accountants other promptly with any other information required to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemscomplete Form 8594.

Allocation of Purchase Price. As soon as practicable after the date hereof, Buyer shall deliver to Seller for Seller’s review and Purchaser agree that approval allocation schedule(s) (the Unadjusted “Allocation Schedule(s)”) allocating the Purchase Price shall be allocated to and among in accordance with the shares of capital stock of the Acquired Subsidiaries as percentages set forth on Schedule 3.3 hereofthe Allocation Schedule(s), including the Assumed Liabilities that are liabilities for federal income Tax purposes, among the Purchased Assets. The Allocation Schedule(s) shall be reasonable and shall be prepared in accordance with section 1060 of the Code and the regulations thereunder. Seller agree that, following their approval of the Allocation Schedule(s), such approval not to be unreasonably withheld or delayed, Seller shall sign the Allocation Schedule(s) and Purchaser agree return an executed copy thereof to Buyer, it being understood and agreed that on or before the remaining twentieth (20th) Business Day following their receipt of the Allocation Schedule(s) from Buyer as herein provided, Seller shall either deliver an executed copy thereof to Buyer or, in the event that Seller shall have objections to all or any portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"Allocation Schedule(s), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with deliver to Buyer a written objection to such allocation and neither Allocation Schedule(s), which written objection shall set forth in reasonable detail the Purchaser nor basis for the objections of Seller shall take a position contrary thereto. In the event that Seller shall deliver a written objection to the Allocation Schedule(s), Seller and Buyer shall thereafter work in good faith for a period of fifteen (15) Business Days to resolve any purchase price adjustment hereunderand all objections set forth therein, and upon the Purchaser resolution of all such objections, Seller and Buyer shall execute and deliver to the other Party or Parties a signed copy of such agreed upon Allocation Schedule(s). In the event that Buyer and Seller are unable to resolve such dispute within such fifteen (15) Business Day period, Buyer and the H&C Assignees, as the case may be) Seller shall jointly retain a nationally recognized firm of independent certified public accountants mutually acceptable to Buyer and the Seller agree (an “Independent Accounting Firm”) to adjust resolve the disputed items and the determinations of such Independent Accounting Firm shall be conclusive and binding upon the Parties for the purposes of this Section 3.3. Upon resolution of the disputed items, the allocation reflected on the Allocation Schedule(s) shall be adjusted to reflect such purchase price adjustment and to file consistently any tax returns and reports includingresolution. The costs, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will Independent Accounting Firm shall be shared borne equally by Purchaser Buyer and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate)Seller. Each of Purchaser Buyer and Seller will use commercially reasonable efforts to cause each file IRS Form 8594, and all Tax Returns, in accordance with the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests Allocation Schedule(s) that are agreed upon by the Accountants for informationParties pursuant to the terms of this Section 3.3. Buyer, books, recordson the one hand, and similar itemsSeller, on the other hand, each agrees to provide the other promptly with any other information required to complete Form 8594.

Allocation of Purchase Price. (a) Buyer and Seller and Purchaser agree that for federal, state and local income Tax purposes, and for applicable real property transfer Tax purposes (including NRS 375.020 and 375.060), all of the Unadjusted Purchase Price (including any Assumed Liabilities that are required to be treated as part of the Purchase Price for federal income Tax purposes) shall be allocated to the Property, and the State of Nevada Declaration of Value Forms prepared and delivered in accordance with Section 4.2(a)(v) and Section 4.2(b)(iv) shall be consistent with the foregoing. (b) Within thirty (30) calendar days after the Asset Closing Date, Seller shall prepare and deliver to Buyer a proposed schedule reflecting the allocation of the Purchase Price and including Assumed Liabilities that are required to be treated as part of the Purchase Price for federal income tax purposes (the “Tax Consideration”) among the shares of capital stock components of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller Property constituting separate assets for income tax purposes (and Purchaser agree any other assets that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree are considered to be bound by such allocation. Such allocation shall comply acquired for federal income tax purposes), in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (and the "Code"), and Treasury Regulations promulgated thereunderthereunder (the “Proposed Purchase Price Allocation”). Subject to the requirements of any applicable tax law, all Tax Returns Buyer and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with thereafter cooperate in good faith to agree, based on the Proposed Purchase Price Allocation, on a final and conclusive allocation of the Tax Consideration to such allocation components of the Property (the “Final Purchase Price Allocation”) within sixty (60) calendar days following Buyer’s receipt of the Proposed Purchase Price Allocation. If Buyer and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller cannot agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding on the allocation of the Unadjusted Tax Consideration with respect to one or more components within such sixty (60) calendar-day period (each, a “Disputed Component”), (1) the Disputed Components shall not be included in the Final Purchase Price Allocation, (2) Buyer and Seller shall be bound by the Final Purchase Price Allocation as it applies to all components other than the Disputed Components, and (3) each of Buyer and Seller may treat or report the allocation of the Purchased Assets Purchase Price and other taxable consideration to Disputed Components without regard to their treatment by the Assumed Liabilities respective other party, provided that the aggregate amount each party allocates to Disputed Components shall be referred for resolution equal to the Accountantsexcess of the Tax Consideration over the amount of the Tax Consideration allocated pursuant to the Final Purchase Price Allocation. Buyer and Seller shall report the allocation of the Tax Consideration for Tax purposes in a manner consistent with the Final Purchase Price Allocation and file all Tax Returns in accordance therewith. No later than one hundred eighty (180) days after the Asset Closing Date, each of Buyer and Seller shall provide each other an accurate and complete copy of the IRS Form 8594 to be filed by such Person; provided, however, that no Purchase Price or other taxable consideration shall be allocated to Assets other than Assets which constitute the Property. Buyer and Seller agree not to take any position, and cause its Affiliates not to take any position, inconsistent with such Final Purchase Price Allocation for federal income Tax purposes, unless there is a “determination” within the fees and expenses meaning of Section 1313(a) of the Accountants will be shared by Purchaser and Seller in such proportions as Code, or either party hereto has obtained an opinion from a nationally recognized accounting firm to the Accountants determine and deem equitable (after taking into accounteffect that the Final Purchase Price Allocation is, among other mattersor is more likely than not, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsincorrect.

Allocation of Purchase Price. Seller (a) For purposes of complying with the requirements of Section 1060 of the Code and Purchaser agree that the Unadjusted Purchase Price Treasury Regulations thereunder, the consideration for the Purchased Assets shall be allocated to and on a country-by-country basis among the shares Purchased Assets in accordance with their respective fair market values (the “Allocation”) to be determined as provided herein and attached as Exhibit D to this Agreement. WYNIT shall, within thirty (30) days after the Closing Date, prepare and furnish to Purchaser the Allocation. (b) Parent shall have thirty (30) days to object in writing to the Allocation after which time (and assuming no such objection is made) the Allocation shall be final (the “Final Allocation”). If, however, Parent provides written notice to WYNIT prior to the end of capital stock such period that it objects to the Allocation in any respect, and WYNIT and Parent cannot agree on such Allocation within twenty (20) days of the Acquired Subsidiaries provision of such notice, such disagreement shall be resolved by an Independent Accounting Firm after which time the allocations determined by the Independent Accounting Firm shall become the Final Allocation. The Final Allocation, once determined, shall be annexed to this Agreement as set forth Exhibit D. The Final Allocation shall be binding on Schedule 3.3 hereofthe parties hereto for all tax reporting purposes and no party shall take any position inconsistent with the Final Allocation. Seller and Purchaser agree that If there shall be any update to the remaining portion Allocation as a result of the Unadjusted Purchase Price final and binding determination of the actual Net Working Capital in accordance with Section 2.10, the Allocation shall be deemed to be updated automatically (i) following the repurchase of Redeemed Receivables pursuant to Section 2.12 and (ii) to the extent a final and binding determination of the actual Net Working Capital results in a readily determinable update to the Allocation in accordance with Section 2.10. (c) In the event the final and binding determination of the actual Net Working Capital results in an update to the Allocation that is not readily identifiable, Purchasers and Sellers agree to mutually prepare and agree upon an updated Allocation. (d) Each party hereto agrees to prepare its federal, state, provincial, territorial and foreign income tax returns for all current and future tax reporting periods and file Form 8594 (and corresponding state forms) with respect to the purchase of the Purchased Assets (including in a manner consistent with the amount of Allocation. If any state, federal, provincial, territorial or foreign taxing authority challenges the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunderAllocation, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result party receiving notice of such purchase price adjustment. Any disputes regarding challenge shall give the allocation other party prompt written notice of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountantssuch challenge, and the fees and expenses parties shall cooperate in good faith in responding to it in order to preserve the effectiveness of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsAllocation.

Allocation of Purchase Price. (a) Not later than 120 days after the Subsequent Closing Date (or if this Agreement is terminated after the Initial Closing Date but prior to the Subsequent Closing Date, not later than 120 days thereafter), Buyer shall provide to Seller (and, when applicable, Primestar) copies of Form 8594 and Purchaser agree any required exhibits thereto (the "Asset Acquisition Statement") with Buyer's proposed allocation of the purchase price paid by Buyer with respect to the Transferred Assets. Within 20 days after the receipt of such Asset Acquisition Statement, Seller (and, when applicable, Primestar) shall propose to Buyer any changes to such Asset Acquisition Statement or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld. Thereafter, Buyer shall provide to Seller (and, when applicable, Primestar) 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). Within 20 days after the Unadjusted receipt of any Revised Statement, Seller (and, when applicable, Primestar) shall propose to Buyer any changes to such Revised Statement or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld. Seller's (or Primestar's) failure to notify Buyer of any objection to the Asset Acquisition Statement or a Revised Statement within 20 days after the delivery thereof shall constitute Seller's (or Primestar's) concurrence therewith. Subject to and in accordance with Section 3.2(b) below, Buyer and -------------- Seller (and, when applicable, Primestar) shall endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement or any Revised Statements within 20 days after Buyer's receipt of notice of objections or suggested changes from Seller (and, when applicable, Primestar). The costs of preparing the Asset Acquisition Statement and any supporting materials (including any appraisals) shall be borne equally by Buyer and Seller (and, when applicable, Primestar). (b) Subject to the provisions of the following sentence of this Section ------- 3.2(b), the Purchase Price for the Transferred Assets shall be allocated in ------ accordance with the Asset Acquisition Statement or, if applicable, the last Revised Statement, provided by Buyer to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets Primestar pursuant to Section ------- 3.2 (including the amount of the Assumed Liabilitiesa) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Sellerabove, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986and, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject subject to the requirements of any applicable tax lawTax law or ------ election, all Tax Returns returns and reports including, without limitation, IRS form 8594, filed by the Purchaser Buyer, Seller and the Seller Primestar shall be prepared consistently with such allocation. If Seller or, when applicable, Primestar, shall have withheld its consent to such allocation (which consent shall not be unreasonably withheld) and neither Buyer and Seller have acted in good faith to resolve the Purchaser nor differences with respect to the items on the Asset Acquisition Statement or any Revised Statement for a period of 20 days after Buyer's or Primestar's receipt of notice of objections or suggested changes from Seller, and, within such 20-day period, Buyer and Seller shall take a position contrary thereto. In (or, when applicable, Primestar) are unable to resolve such differences which, in the event aggregate, are material in relation to the Purchase Price for the Transferred Assets within such 20 day period, (i) Buyer and Seller shall, subject to the requirements of any purchase price adjustment hereunderapplicable Tax law or election, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax all Tax returns and reports including, without limitation, IRS form 8594, required as in a result of such purchase price adjustment. Any disputes regarding manner consistent with the allocation provided in such statements and (ii) Buyer, Seller and Primestar shall refer any issues as to which such differences exist to an independent accounting firm mutually acceptable to Buyer, Seller and Primestar for resolution, which shall resolve such issues within 30 days of the Unadjusted Purchase Price of the Purchased Assets date submitted and the Assumed Liabilities whose resolution shall be referred for resolution to final and binding on the Accountants, and the parties hereto. The fees and expenses of the Accountants will such accounting firm shall be shared borne equally by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into accountBuyer, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsPrimestar.

Allocation of Purchase Price. (a) Buyer and Seller and Purchaser shall use their commercially reasonable efforts to agree that on an allocation of the Unadjusted Purchase Price (the “Allocation”) after the Principal Closing Date. The Allocation shall be allocated to allocate for all purposes (including Tax and financial accounting purposes) the Purchase Price and Assumed Liabilities among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply Country Units in a manner consistent with Section 1060 of the Internal Revenue Code Code. (b) Within 120 calendar days after the Principal Closing, Seller shall deliver a draft of 1986, as amended the Allocation (the "Code"“Proposed Allocation”) to Buyer for its consent, which consent shall not be unreasonably withheld, delayed or conditioned. Except as provided in subparagraphs (c) and (d) of this Section 2.05, at the close of business on the 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 (the “Allocation Schedule”), and Treasury Regulations promulgated thereunder. Subject shall be the Allocation. (c) Buyer shall raise any objection to the requirements Proposed Allocation in writing within 30 calendar days of the delivery of the Proposed Allocation. Buyer and Seller shall negotiate in good faith to resolve any differences within 30 calendar days after delivery of the Proposed Allocation. If Buyer and Seller reach written agreement amending the Proposed Allocation within 30 calendar days after delivery of the Proposed Allocation, 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 Sections 11.12 and 11.13 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 30 calendar days after delivery of the Proposed Allocation, 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 30 calendar days after such submission. The Proposed Allocation shall be amended accordingly, 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 independent appraisal firm shall be borne equally by Buyer and Seller. (e) The Allocation shall be amended to reflect any adjustments (including those described in Section 2.04) to the Purchase Price under this Agreement. If, after all adjustments to the Allocation are made, the Allocation with respect to any Selling Affiliate, when expressed in the relevant local currency at the Exchange Rate used to determine the Principal Country Units Closing Inventory or the Subsequent Country Inventory, as applicable, is less than the local currency net book value recorded on the statutory books for the Transferred Assets of such Selling Affiliate as of the applicable tax lawClosing Date, all then the Allocation with respect to 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 downward adjustment elsewhere in the Allocation. (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 reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a no position contrary theretoinconsistent with the Allocation on any Tax Return or in any proceeding before any Taxing Authority or otherwise. In the event of that the Allocation is disputed by any purchase price adjustment hereunderTaxing Authority, the Purchaser (party receiving notice of the dispute shall promptly notify the other party hereto, and the H&C Assignees, as the case may be) both Seller and the Seller Buyer agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use their commercially reasonable efforts to cause defend such Allocation in any audit or similar proceeding, and the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests dispute shall be governed by the Accountants procedures for information, books, records, and similar itemsClaims in Section 10.06.

Allocation of Purchase Price. Seller and Purchaser The parties agree that the Unadjusted Purchase Price as adjusted by the Purchase Price Adjustment, the Assumed Liabilities, and the Earn-Out Payment, if any, shall be allocated to and among the shares of capital stock of Purchased Assets according to the Acquired Subsidiaries as methodology set forth on Exhibit F. As soon as practicable after the Closing, but in no event later than sixty (60) calendar days after the Closing Date, Parent shall prepare and deliver to Seller for Seller’s review and approval a draft Schedule 3.3 hereof. Seller and Purchaser agree that 3.6 prepared in accordance with the remaining portion of methodology set forth on Exhibit F (the Unadjusted “Purchase Price Allocation”) setting forth the allocation of the Purchased Assets (including the amount of Purchase Price, the Assumed Liabilities) will be allocated among the Purchased Assets , and the covenants Earn-Out Payment, if any. Seller shall have fifteen (15) days commencing on the date that Purchaser delivers the Purchase Price Allocation to review the Purchase Price Allocation. During the foregoing review period, Seller and its Representatives shall be permitted to review during normal business hours as they shall reasonably request the books, records and working papers of Parent and Purchaser relating to the Purchase Price Allocation. If Seller included herein objects to the Purchase Price Allocation, Seller shall notify Purchaser in writing of any such objection within 60 Business Days after the Closing Date by mutual agreement between Purchaser and 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, and Purchaser and Seller agree shall attempt in good faith to resolve Seller’s objections. If Purchaser and Seller are unable to resolve all such 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 the determination of the Purchase Price Allocation pursuant to the dispute resolution process shall be shall be final and binding, and thereafter the parties shall make consistent use of {P0227089:21 } -25- the Purchase Price Allocation for all Tax purposes and in all filings, declarations, and reports with the IRS, including reports required to be bound by such allocationfiled under the Code. Such The parties further agree that any subsequent allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required necessary as a result of an adjustment to the consideration to be paid hereunder shall be made in a manner consistent with the method set forth in Exhibit F. Purchaser shall prepare and deliver IRS Form 8594 (prepared in accordance with the final agreed Purchase Price Allocation) to Seller within 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 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 purchase price adjustmentamounts or of the existence of any Tax audit, controversy or litigation related to any allocation hereunder. Any disputes regarding Neither party shall take any position, contend or represent on any Tax Return or other report filed with any Governmental Authority (or in any Proceeding before any Governmental Authority) related to the determination of Taxes that is in any manner inconsistent with the allocation of reflected in the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsAllocation.

Allocation of Purchase Price. Seller shall prepare and Purchaser agree that provide to Buyer within 60 days after the Unadjusted Closing, a schedule allocating the Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule shall be prepared in good faith and in accordance with applicable provisions of the Assumed LiabilitiesCode. 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) will be allocated among is materially incorrect, the Purchased Assets Independent Accounting Firm shall determine whether the Purchase Price Allocation Schedule or such portion is materially incorrect and the covenants determination of Parent 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 Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to 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 allocationIndependent Accounting Firm. Such allocation Neither Buyer nor Seller shall comply 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 Internal Revenue Code of 1986, as amended (and the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar items.

Allocation of Purchase Price. Seller and Purchaser agree that In accordance with Section 6.11(a), for United States Tax purposes, the Unadjusted Purchase Price Initial Closing Consideration shall be allocated to and among the shares assets of capital stock Permal by applying the principles of Treasury Regulations promulgated under Section 755 of the Acquired Subsidiaries Code. A draft schedule (the “Initial Allocation Schedule”) setting forth the proposed allocation of the Initial Closing Consideration among the 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 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 Schedule 3.3 hereofthe finalized Initial Allocation Schedule. Seller and Purchaser agree that A draft schedule (a “Year 2/Year 4/Post-Year 4 Allocation Schedule”) setting forth the remaining portion proposed allocation of the Unadjusted Purchase Price Year 2 Closing Consideration, the Year 4 Closing Consideration and the Post-Year 4 Closing Consideration, if any, shall be provided by the Sellers to Permal and to Buyer within a reasonable period after 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. The allocation set forth on a Year 2/Year 4/Post-Year 4 Allocation Schedule shall be based on the principles of Treasury Regulations promulgated under Section 755 of the Purchased Assets (including Code as applied to the amount assets of Permal owned on the Assumed Liabilities) will 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 shall be finalized only after review and approval of Buyer, the 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 Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code Year 2 Closing Consideration and Year 4 Closing Consideration as set forth on the applicable finalized Year 2/Year 4 Allocation Schedule. None of 1986the Sellers, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller Buyer or Permal shall take a position contrary thereto. In the event of on any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently Tax Return with any tax returns and reports including, without limitation, IRS form 8594, required as United States taxing authority that is inconsistent with a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsfinalized Initial Allocation Schedule or Year 2/Year 4/Post-Year 4 Allocation Schedule.

Allocation of Purchase Price. (a) Seller and Purchaser Buyer agree that the Unadjusted Base Purchase Price shall be allocated to and among the shares of capital stock of Project Companies and the Acquired Subsidiaries as Additional Equipment for Tax purposes in accordance with the allocation set forth on Schedule 3.3 hereof. Seller and Purchaser agree that 2.7 (the remaining portion “Initial Base Purchase Price Allocation Schedule”). (b) Within 90 days after the determination of the Unadjusted 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 Purchased Assets (including the amount Purchase Price among each of the Assumed LiabilitiesProject Companies and the Additional Equipment (the “Project Company Allocation Schedule”) will be allocated 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 Purchased Assets of the Project Companies and Additional Equipment, grouped by the covenants of Parent seven asset classes referred to in Treasury Regulation section 1.1060-1(c) and Seller included herein within 60 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 Closing Date 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 mutual agreement between Purchaser 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 thereunder. (d) If the Parties are unable to agree on the Purchase Price Allocation Schedule pursuant to Section 2.7(b) or any subsequent adjustment to the Purchase Price Allocation Schedule pursuant to Section 2.7(c), 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 Purchaser binding determination as to all matters in dispute with respect to this Section 2.7 (and Seller agree to be bound by only such allocationmatters) on a timely basis and promptly shall notify the Parties in writing of its resolution. Such allocation firm shall comply with Section 1060 not have the power to modify or amend any term or provision of this Agreement, to modify the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Initial Base Purchase Price Allocation Schedule or to determine the Purchase Price Allocation Schedule in a manner that is inconsistent with the Initial Base Purchase Price Allocation Schedule. Each Party shall bear and pay one-half of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared other costs charged by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsaccounting firm.

Allocation of Purchase Price. Purchaser and Seller and Purchaser agree that the Unadjusted Purchase Price (and all other amounts treated as consideration for U.S. federal and applicable state and local income Tax purposes) shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Transferred Assets for all purposes (including financial accounting and Tax purposes) in accordance with Section 1060 of the Code and the covenants of Parent and Seller included herein within 60 Business Days Treasury Regulations promulgated thereunder (the “Allocation Principles”). Within one hundred twenty (120) days after the Closing Date Date, Purchaser shall prepare and deliver to Seller a draft allocation schedule prepared in accordance with the Allocation Principles for Seller’s review and consent. Within thirty (30) days following the receipt by Seller of such draft allocation schedule, Seller shall review such draft allocation schedule and submit to Purchaser in writing any reasonable objections or 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 mutually satisfactory allocation schedule within thirty (30) days after the expiration of the thirty (30) day period referred to above, so much of the draft allocation schedule that remains disputed shall be promptly referred to the Independent Accountant for resolution; provided, however, that the Independent Accountant shall be required to make its determination in a manner consistent with the Allocation Principles. Upon finalization of such allocation schedule (either by mutual agreement between Purchaser of the Parties (actual or deemed) or by the Independent Accountant) (the “Allocation Schedule”), (i) the Allocation Schedule shall be amended as, and Sellerto 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) Purchaser, Seller and their respective Affiliates shall not take any position in any Tax Return or Proceeding with respect to Taxes that is inconsistent with the Allocation Schedule without the consent of the other Party. Purchaser, 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 be bound provide the other with any information reasonably required to complete IRS Form 8594 within fifteen (15) days of any reasonable request for such information by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsParty.

Allocation of Purchase Price. Seller and Purchaser agree that Within sixty (60) calendar days of the Unadjusted Closing, Buyer shall provide to TDY a schedule which will provide for the allocation of the Preliminary Purchase Price shall be allocated to and the Assumed Liabilities among the shares of capital stock of Shares, the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Transferred Assets and the covenants of Parent and Seller included herein within 60 Business Days after Tungsten Materials IP assigned pursuant to the Closing Date by mutual agreement between Purchaser and SellerIP Assignment Agreements, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply in a manner consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (and the "Code"), and Treasury Regulations promulgated thereunderthereunder (the “Purchase Price Allocation”). Subject The Purchase Price Allocation shall attribute such allocated amounts to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser TDY and the Seller shall be prepared consistently with such allocation and neither Share Sellers based on their ownership of the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunderShares, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Transferred Assets and the Assumed Liabilities Tungsten Materials IP assigned pursuant to the IP Assignment Agreement on the date of this Agreement, which ownership allocation is set forth on Section 2.4 of the Seller’s Disclosure Schedule. The Purchase Price Allocation shall be referred for resolution subject to the Accountantsreview and consent of TDY. If TDY does not object to the Purchase Price Allocation by written notice to Buyer within thirty (30) Business Days after receipt, then the Purchase Price Allocation shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement. If TDY objects to the Purchase Price Allocation, it shall notify Buyer in writing of its objection within thirty (30) Business Days after receipt by Buyer of the Purchase Price Allocation and shall set forth in such written notice the disputed item or items and the basis for its objection, and TDY and Buyer shall act in good faith to resolve any such dispute for a period of fifteen (15) Business Days thereafter. If, within fifteen (15) Business Days of TDY’s delivery of a valid written notice of objection to the Purchase Price Allocation, Buyer and TDY have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to the Accounting Firm, whose determination shall be binding upon the parties. The fees and expenses of the Accountants will Accounting Firm in connection with the resolution of any dispute under this Section 2.4 shall be shared paid fifty percent (50%) by Purchaser TDY and Seller in such proportions as fifty percent (50%) by Buyer. If necessary, Buyer shall make appropriate adjustments to the Accountants determine and deem equitable (after taking into accountPurchase Price Allocation to reflect the difference, among other mattersif any, the difference between the allocation proposed by Seller Preliminary Purchase Price and Purchaser, respectivelythe Final Purchase Price as determined pursuant to Section 2.3. The parties shall (i) timely file all Tax Returns (including United States Internal Revenue Service Form 8594 and any supplemental filings to reflect any revisions to the Purchase Price Allocation) required to be filed in connection with the Purchase Price Allocation, and (ii) prepare and file all Tax Returns and determine all Taxes in a manner consistent with the allocation determined by the Accountants to be appropriate)Purchase Price Allocation. Each of Purchaser and Seller will use commercially reasonable efforts the parties shall notify the other if it receives notice that any Tax Authority proposes any allocation different from that set forth on the Purchase Price Allocation. No party shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with the Purchase Price Allocation (as adjusted as a consequence of any adjustments to cause the Accountants Purchase Price pursuant to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsSection 2.3) unless required to do so under GAAP or applicable Law.

Allocation of Purchase Price. Buyer and Seller and Purchaser agree acknowledge that the Unadjusted Purchase Price shall be allocated to purchase and among sale contemplated by this Agreement constitutes an “applicable asset acquisition” within the shares meaning of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed LiabilitiesSection 1060(c) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "“Code"”). The parties expressly agree that the Purchase Price shall be allocated among the Business Assets as follows: (a) The parties agree that, unless they agree otherwise as provided for in this Section 3.6, (and subject to the provisions of Subsection 3.6(b) below) the Purchase Price shall be allocated among the Business Assets as follows: (i) the Purchase Price shall be allocated to the fixed assets of the Business (i.e. the Biloxi Xxxx, II, the Real Estate, the Gaming Equipment, the Personal Property) in an amount equal to the tax net book value of fixed assets, as shown on the Seller’s books as of the Closing, (ii) the Purchase Price shall be allocated to Inventory based on Seller’s cost, and Treasury Regulations promulgated thereunder. Subject (iii) the balance of the Purchase Price shall be allocated to good will and/or to the requirements other Intangibles. Seller has notified Buyer that Seller believes that an allocation of the Purchase Price among the Business Assets on this basis fairly reflects the actual current fair market value of the respective assets and therefore reflects an appropriate basis for allocating the Purchase Price under Section 1060(c) of the Code. (b) Buyer shall have thirty (30) days after the Effective Date of this Agreement to notify Seller at to whether it has any objections to the proposed allocation of the Purchase Price, as reflected in Subsection 3.6(a) (the “Seller’s Allocation”). Any such objection(s) shall be made in writing and shall specify the nature of Buyer’s objection, the specific Business Assets affected by the objection and the change in the Seller’s Allocation which Buyer proposes to make. If Buyer does not object to the Seller’s Allocation within the said thirty (30) day period, then Seller and Buyer shall prepare and timely file an IRS Form 8594 (the “Asset Allocation Statement”) with each of their respective federal income tax returns reflecting the Seller’s Allocation. If Buyer does timely object to the Seller’s Allocation, then Buyer and Seller shall use good faith efforts to resolve any dispute with respect to the Purchase Price allocation. If within 15 days after delivery of Buyer’s objections to Seller, Seller and Buyer are unable, in good faith, to reach such an agreement, Seller and Buyer will each use their respective proposed allocation statements (with Seller to use the Seller’s Allocation and Buyer to use the Seller’s Allocation, as modified by its proposed changes). If, within 15 days after delivery of Buyer’s objections to Seller, Seller and Buyer shall have agreed on an allocation, then Seller and Buyer shall prepare and file an Adjusted Asset Allocation Statement in the form so agreed and will act in accordance with the Adjusted Asset Allocation Statement in the preparation, filing and audit of any applicable tax lawTax Return. (c) If an adjustment is made with respect to the Purchase Price pursuant to Section 10.4 or 13.9, all Tax Returns and reports includingsuch adjustment has not been taken into account previously, without limitation, IRS form 8594, filed by then the Asset Allocation Statement shall be adjusted in accordance with Section 1060 of the Code. Purchaser and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code. Neither Buyer nor Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall will take a position contrary thereto. In inconsistent with the event allocation of any purchase price adjustment hereunderthe Purchase Price as determined pursuant to this Section 3.6; provided, however, that, if the Purchaser (and the H&C AssigneesInternal Revenue Service takes a position with respect to either Buyer or Seller that is inconsistent with such allocation, then either Buyer or Seller, as the case may be) and , may take a protective position adopting the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding Internal Revenue Service’s contention until the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemscontroversy has been resolved.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted The Base Purchase Price (including the Assumed Liabilities treated as consideration for the Purchased Assets for Tax purposes) shall be allocated to and among (a) the shares of capital stock of DESS, (b) the Acquired Subsidiaries as Purchased Assets not located in Canada (other than stock of DESS), and (c) the Purchased Assets located in Canada (the “Top-Line Allocation”) pursuant to the amounts set forth on Schedule 3.3 hereof1.08. Within 60 days after Closing, Seller and Purchaser agree that the remaining portion shall prepare an allocation of the Unadjusted Base Purchase Price of among the Purchased Assets (including other than stock of DESS) based on such Top-Line Allocation (the amount of “Asset-Level Allocation”), in accordance with Schedule 1.08 (the Assumed Liabilities) will be allocated “Purchase Price Allocation Schedule”), provided that Seller shall prepare a preliminary allocation among the Purchased Assets and located in Canada based on the covenants of Parent and Seller included herein Top-Line Allocation within 30 days after Closing, which shall be incorporated into the Asset-Level Allocation prepared within 60 Business Days days after Closing. To the Closing Date extent there are any adjustments to the Base Purchase Price (including the adjustments contemplated by mutual agreement between Purchaser Section 1.05 and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"1.07), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will make appropriate adjustments to the Purchase Price Allocation Schedule to reflect such changes. Purchaser and Seller and each of their respective Affiliates will: (A) be bound by the Purchase Price Allocation Schedule, as finally determined, for purposes of determining any Taxes; (B) prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns (including IRS Form 8594) on a basis consistent with the Purchase Price Allocation Schedule, as finally determined; and (C) cooperate in the filing of any forms (including IRS Form 8594) required to be filed with regard to the Purchase Price Allocation Schedule, as finally determined, including any amendments to such forms required pursuant to any applicable Law or this Agreement. If the Purchase Price Allocation Schedule is disputed by any Taxing Authority, the Party receiving notice of the dispute will promptly notify the other Party, and the Parties agree (and will cause their respective Affiliates) to use their commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsdefend such Purchase Price Allocation Schedule in any Tax Proceeding.

Allocation of Purchase Price. Seller (a) Attached as Schedule D is a schedule setting forth the allocation of the Base Purchase Price, among the PMD Shares and Purchaser agree that the Unadjusted PMD Asset Sellers (the “Base Purchase Price Allocation”) which shall be allocated to conclusive and among the shares of capital stock of the Acquired binding on APD, Buyer and their respective Subsidiaries as set forth on Schedule 3.3 hereofand Affiliates. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets No later than ninety (including the amount of the Assumed Liabilities90) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days days after the Closing Date Date, Buyer, on behalf of itself, the PMD Share Buyers and the PMD Asset Buyers, shall deliver to APD a schedule (the “Closing Adjustments Allocation Schedule”), allocating the Closing Adjustment Amounts, among the PMD Shares and the PMD Asset Sellers, which allocation: (i) shall, in all cases, be consistent with the Base Purchase Price Allocation, (ii) shall allocate the amounts described in Sections 2.1(ii) and 2.1(iii) based on the PMD Shares and the PMD Asset Sellers to which such amounts relate, and (iii) shall allocate the amount described in Section 2.1(iv) in accordance with the Base Purchase Price Allocation. If APD disagrees with the Closing Adjustments Allocation Schedule, APD may, within thirty (30) days after delivery of the Closing Adjustments Allocation Schedule, deliver a notice (the “APD Allocation Notice” to Buyer to such effect, specifying those items as to which APD disagrees and setting forth APD’s proposed allocation. If the APD Allocation Notice is duly delivered, Buyer and APD shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts. If Buyer and APD are unable to reach such agreement, they shall promptly thereafter cause the Accounting Firm to resolve any remaining disputes (it being understood that no adjustment shall be made by mutual the Accounting Firm to the Base Purchase Price Allocation). The Closing Adjustments Allocation Schedule, as it may be adjusted pursuant to any agreement between Purchaser APD and SellerBuyer or as determined by the Accounting Firm, and Purchaser as further adjusted as appropriate to reflect Final Closing Cash, Final Closing Indebtedness and Seller agree Final Closing Net Working Capital, in each case as determined pursuant to Section 2.5, shall be applied to the Base Purchase Price Allocation and, as so applied, shall become the final allocation of the Purchase Price among the 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 allocation. Such allocation dispute shall comply 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 Internal Revenue Code of 1986, as amended (and the "Code"), and Treasury Regulations promulgated thereunder. Subject thereunder to the requirements extent applicable. For the avoidance of doubt, the Preliminary Asset Allocation Schedule shall be limited to the specific assets and liabilities described in the immediately preceding sentence and shall be consistent in all respects with the Final Allocation. If APD disagrees with the Preliminary Asset Allocation Schedule, APD may, within thirty (30) days after delivery of the Preliminary Asset Allocation Schedule, deliver a notice (the “APD Asset Allocation Notice”) to Buyer to such effect, specifying those items as to which APD disagrees and setting forth APD’s proposed allocation. If the APD Asset Allocation Notice is duly delivered, Buyer and APD shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts. If Buyer and APD are unable to reach such agreement, they shall promptly thereafter cause the Accounting Firm to resolve any remaining disputes. The Preliminary Asset Allocation Schedule, as it may be adjusted pursuant to any agreement between APD and Buyer or as determined by the Accounting Firm, shall be conclusive and binding on APD, Buyer and their respective Subsidiaries and Affiliates. (d) APD and Buyer shall (and shall cause their respective Subsidiaries and Affiliates to) allocate any post-Closing adjustment to the Purchase Price or any other items that are treated as additional consideration for Tax purposes (including the Assumed Liabilities) to the relevant Transferred PMD Company or the PMD Asset Seller; shall further allocate such adjustment, if relevant for purposes of any applicable tax lawLaw, all Tax Returns to the assets to which such adjustment relates; and reports includingshall 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, without limitationto the greatest extent reasonably possible, IRS form 8594, filed by with the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary theretoFinal Allocation. In the event of any purchase price adjustment hereundersuch adjustment, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to parties shall timely file consistently with any tax returns and reports including, without limitation, IRS form 8594, relevant Tax Authority any additional information required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsfiled under applicable Law.

Allocation of Purchase Price. As soon as practicable after the Closing, Buyer shall deliver to Seller and Purchaser agree that a statement (the Unadjusted Purchase Price shall be allocated to and among “Allocation Statement”), setting forth the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price value of the Purchased Assets (including which shall be used for the amount allocation of the Purchase Price and the Assumed Liabilities) will be allocated Liabilities among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and SellerAssumed Liabilities, and Purchaser and Seller agree to be bound by such allocation. Such allocation which shall comply with Section 1060 of the Internal Revenue Code Code; provided however, Buyer and Seller agree that a portion of 1986the Purchase Price shall be allocated to the services to be performed by the Shareholder under the Consulting Agreement (as defined herein) as set forth on Schedule 2.1(b). Seller shall have a period of fifteen (15) Business Days after the delivery of the Allocation Statement to present in writing to Buyer notice of any objections Seller may have to the allocation set forth in the Allocation Statement. Unless Seller timely objects, as amended the Allocation Statement shall be binding on the Parties without further adjustment. If Seller shall raise any objections within the fifteen (15) Business Day period, Seller and Buyer shall negotiate in good faith and use their best efforts to resolve such dispute. If Seller and Buyer fail to agree within five (5) Business Days after the delivery of the notice of objection, then the disputed items shall be resolved by Accounting Referee (defined below). The Accounting Referee shall resolve the dispute (the "Code")“Accounting Determination”) within thirty (30) days of having the item referred to it and such Accounting Determination shall be final and binding on the parties hereto. The costs, retainers, fees and Treasury Regulations promulgated thereunderexpenses of the Accounting Referee shall be borne equally by Seller and Buyer. Subject Any payments made by either Buyer or Seller pursuant to Section 2.8 and Section 2.9 of this Agreement shall be allocated in accordance with the requirements determination mutually agreed by Seller and Buyer. The Parties acknowledge that the allocations set forth on the Allocation Statement shall be binding upon the Parties for all applicable federal, state, local and foreign Tax purposes. Seller and Buyer agree to report the allocation of any applicable tax law, the Purchase Price among the Purchased Assets in a manner that is entirely consistent with the Allocation Statement and agree to act in accordance with such Allocation Statement in the preparation of financial statements and filing of all Tax Returns and reports (including, without limitation, IRS form filing Form 8594 with its federal income Tax Return for the taxable year that includes the date of the Closing) and in the course of any Tax audit, Tax review or Tax litigation relating thereto. No later than ten (10) days prior to the filing of their respective Forms 8594 relating to the transactions contemplated by this Agreement (together with the transactions contemplated by the Ancillary Agreements, (the “Contemplated Transactions”), the Buyer and Seller shall deliver to each other a copy of its respective Form 8594. In addition, no later than ten (10) days prior to filing, Buyer and Seller shall also deliver to each other copies of any supplemental statements or subsequent amendments to such initial Forms 8594 that may be filed by the Purchaser Buyer and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of any payments that may be made pursuant to Section 2.8 or Section 2.9 of this Agreement or otherwise. Each Party shall notify the other Party if it receives notice that the IRS or other Governmental Body proposes any allocation different than that set forth in the Allocation Statement. Except as otherwise required by Law, Buyer and Seller shall cooperate fully in connection with the appropriate Tax reporting and Tax characterization of any Earn-Out Payments to be made under Section 2.9, including, but not limited to, specifically allocating any such purchase price adjustment. Any disputes regarding payments when made to Seller’s Class VII assets (goodwill and going-concern value) in accordance with the allocation Allocation Statement, and imputing an appropriate amount of interest in connection with any such payments under Sections 483 and 1274 or other applicable provisions of the Unadjusted Purchase Price Code or similar provisions of the Purchased Assets state and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemslocal law.

Allocation of Purchase Price. Seller (i) Buyer and Purchaser Sellers shall use their reasonable best efforts to agree that on an allocation of the Unadjusted Purchase Price (the “Allocation”) prior to the Closing Date. The Allocation shall be allocated to allocate for all purposes (including Tax and financial accounting purposes) the Purchase Price (including liabilities and other capitalized costs) among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after Target Shares. (ii) At least 30 calendar days prior to the Closing Date by mutual agreement between Purchaser Date, Sellers 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), (iv) and Seller(v) of this Section 9(l), at the close of business on the 30th day after delivery of the Proposed Allocation, the Proposed Allocation shall become binding upon Buyer and Purchaser and Seller agree Sellers, shall be set forth in an allocation schedule which shall be deemed to be bound by such allocation. Such allocation shall comply with Section 1060 part of the Internal Revenue Code of 1986, as amended this Agreement (the "Code"“Allocation Schedule”), and Treasury Regulations promulgated thereunder. Subject shall be the Allocation. (iii) Buyer shall raise any objection to the requirements 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 applicable tax lawdifferences until the Closing Date. If Buyer and Sellers reach written agreement amending the Proposed Allocation prior to the Closing Date, all Tax Returns the Proposed Allocation, as so amended, shall become binding upon Buyer and reports includingSellers, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation set forth in the Allocation Schedule, and neither shall be the Purchaser nor Allocation. (iv) If Buyer and Sellers cannot agree on the Seller Allocation before the Closing Date, they shall take a position contrary thereto. In continue to negotiate in good faith to resolve any differences until the event of any date on which the purchase price adjustment hereundercontemplated 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 Purchaser (and the H&C AssigneesProposed Allocation, as so amended, shall become binding upon Buyer and Sellers, shall be set forth in the case may beAllocation Schedule, and shall be the Allocation. (v) If Buyer and Sellers cannot agree on the Seller agree to adjust such allocation to reflect such 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 file consistently reflect any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding adjustments to the allocation of the Unadjusted Preliminary Purchase Price of the Purchased Assets and the Assumed Liabilities Purchase Price under this Agreement. (vii) Except as provided in subparagraph (v) above, each of Sellers, Buyer and their respective Affiliates shall be referred report, act and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for resolution to all purposes consistent with the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsAllocation.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted The Purchase Price shall be allocated to and among the shares of capital stock Seller and the Selling Subsidiaries on the basis of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion relative fair market value of the Unadjusted Purchase Price of Shares, the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Business Assets and the covenants Seller covenant not to compete described in Section 5.14. The initial allocation (the “Initial Allocation”) shall be prepared by Seller for the review and approval of Parent and Seller included herein Buyer within 60 five (5) Business Days after the Closing Date by mutual agreement between Purchaser date hereof for the review and Sellerapproval of Buyer. If within thirty (30) days after delivery of the Initial Allocation, and Purchaser Buyer notifies Seller in writing that Buyer objects to the allocation set forth in the Allocation, Buyer and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause resolve such dispute within twenty (20) days thereafter. In the Accountants event that Buyer and Seller are unable to render their decision 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 and Buyer agree that the portion of the Purchase Price 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 GMS Assets sold by Seller or any Selling Subsidiary as soon 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 reasonably practicablea Purchase Price adjustment and allocated (the “Adjustment Allocation”) in 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 regulations promulgated thereunder or any other similar provision under Law, as and when required, the Allocation of the Purchase Price, as adjusted hereunder, among the Shares, GMS Assets and the Seller covenant not to compete described in Section 5.14 in a manner entirely consistent with such Allocation in the preparation and filing of all Tax Returns (including without limitation IRS Form 8594). Neither Buyer nor Seller shall take any position (whether in audits, Tax Returns, or otherwise) that is inconsistent with such Allocation unless required to do so by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsLaw.

Allocation of Purchase Price. Seller and Purchaser agree that a. The allocation of the Unadjusted Purchase Price (together with all other amounts constituting consideration for United States federal, state and local tax purposes) (the “Tax Purchase Price”) for United States federal, state and local tax purposes, shall be allocated to and determined in the following manner: i. Within ninety (90) days following the Closing, the Company shall provide the Investor with a proposed allocation of the Tax Purchase Price among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets Shares and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply Investment Warrant in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended amended, and any comparable provision of applicable law (the "Code"“Company Draft Allocation”); ii. If the Investor disagrees with the Company Draft Allocation, and Treasury Regulations promulgated thereunder. Subject the Investor may, within thirty (30) days after delivery of the Company Draft Allocation, deliver a notice (the “Investor Allocation Notice”) to the requirements of any applicable tax lawCompany to such effect, all Tax Returns specifying the items with which the Investor disagrees and reports including, without limitation, IRS form 8594, filed by setting forth the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the Investor’s proposed allocation of the Unadjusted Tax Purchase Price of Price. If an Investor Allocation Notice is duly delivered, the Purchased Assets Investor and the Assumed Liabilities shall be referred for resolution to Company shall, during the Accountantsthirty (30) days following such delivery, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause reach agreement on the Accountants disputed items or amounts in order to render their decision as soon as reasonably practicabledetermine the allocation of the Tax Purchase Price; iii. If the Investor and the Company are unable to reach such agreement, including without limitation by promptly complying the Investor and the Company shall (unless the parties hereto agree in writing to extend the negotiation timeline) submit all matters that remain in dispute with all reasonable requests respect to the Investor Allocation Notice (along with a copy of the Company Draft Allocation marked to indicate those line items not in dispute) to an independent, nationally recognized accounting firm mutually agreed to by the Accountants for informationInvestor and the Company (the “Reviewing Accountant”). The Investor and the Company shall instruct the Reviewing Accountant to make a determination no later than thirty (30) days following the submission of such dispute, booksbased solely on the written submissions of the Company, recordson the one hand, and similar itemsthe Investor, on the other hand. The Reviewing Accountant shall adjust the Company Draft Allocation based on these determinations. All fees and expenses relating to the work, if any, to be performed by the Reviewing Accountant shall be borne equally by the parties; iv. the Company Draft Allocation, as prepared by the Company if the Investor has not delivered an Investor Allocation Notice in accordance with Section 1.4(a)(ii), as adjusted pursuant to any agreement between the Investor and the Company, or as adjusted by the Reviewing Accountant, shall, absent fraud or a final determination to the contrary by a taxing authority, be conclusive and binding on the Investor and the Company for all tax purposes; and v. the Investor and the Company shall, and shall cause their respective Affiliates to, reasonably cooperate to adjust the allocation of the Tax Purchase Price to reflect any subsequent adjustments to the consideration paid for the Shares and the Investment Warrant for tax purposes. b. The Company, the Investor, and their respective Affiliates agree to file all tax returns consistently with this Section 1.4 and not take any position inconsistent therewith except as required by a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended.

Allocation of Purchase Price. Seller and Purchaser Acquiror agree that to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Unadjusted Purchase Price shall be allocated and any other items that are treated as additional consideration for Tax purposes paid by Acquiror (or any Affiliate of Acquiror) to and Seller (or any Affiliate of Seller) among the shares of capital stock of the Acquired Subsidiaries as asset classes set forth on Schedule 3.3 hereof. Seller IRS Form 8594 (Asset Acquisition Statement Under Section 1060) in accordance with applicable Tax Law and Purchaser agree that the remaining portion Section 9.06 of the Unadjusted Purchase Price of Seller Disclosure Letter (collectively, the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days “Allocation Principles”). Within 90 days after the Closing Date Date, Seller will deliver to Acquiror a draft allocation of the Purchase Price and any other items that are treated as additional consideration for Tax purposes among such asset classes, which draft allocation will be prepared in accordance with the Allocation Principles (the “Allocation”). Acquiror will have the right to review such Allocation and will notify Seller in writing of any objections within 30 days after receipt of such Allocation. The Parties will cooperate in good faith to reach agreement on the disputed items or amounts, if any. If the Parties are unable to reach an agreement regarding the Allocation, then within 30 days following receipt by mutual Seller of Acquiror’s written objections, any disagreement will be resolved by the Accounting Firm whose involvement will be limited solely to disputed items. Any Allocation determined pursuant to the decision of the Accounting Firm will incorporate, reflect and be consistent with the Allocation Principles. The Allocation, as prepared by Seller if no timely written objection by Acquiror has been given, as adjusted pursuant to any agreement between Purchaser the Parties or as determined by the Accounting Firm (the “Final Allocation”), will be final and binding on all Parties. Any fees and expenses of the Accounting Firm will be borne equally by Acquiror, on the one hand, and Seller, and Purchaser on the other hand. Acquiror and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986will each file and, as amended applicable, will cause their relevant Affiliates to file, IRS Form 8594 and any other comparable forms required under applicable Tax Law and all federal, state, local and foreign Tax Returns, in accordance with the Final Allocation, unless (and then only to the "Code"extent) otherwise required by a Final Determination. Acquiror and Seller each agrees that it will not take, or permit any of its Affiliates to take, any Tax position that is inconsistent with the Final Allocation in any proceeding before any Taxing Authority (or otherwise), and Treasury Regulations promulgated thereunder. Subject except to the requirements extent otherwise required pursuant to a Final Determination. In the event that a Taxing Authority disputes the Final Allocation, the Party receiving notice of such dispute will promptly notify the other Party hereto, and the Parties will reasonably cooperate to defend the Final Allocation in any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary theretoproceeding. In the event of any purchase price adjustment hereunderto the Final Allocation, the Purchaser (and Parties will timely file with the H&C Assigneesapplicable Taxing Authorities any additional information required to be filed under applicable Tax Law. Except to the extent otherwise required pursuant to a Final Determination, as the case may be) and the Seller agree prior to adjust such allocation to reflect such purchase price adjustment and to file consistently allocating any tax returns and reports including, without limitation, consideration for Tax purposes among assets within any particular asset class set forth on IRS form Form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants Seller will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser consult with Acquiror and Seller will use commercially reasonable efforts not and will not permit any of its Affiliates to cause take any Tax position that is inconsistent with Acquiror’s allocation, if any, to such assets; provided, that Acquiror will advise Seller in writing of any such allocation within 10 days of any request therefor; provided, further, that no such request will be made by Seller prior to the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by first anniversary of the Accountants for information, books, records, and similar itemsClosing Date.

Allocation of Purchase Price. Seller and Purchaser agree that Within sixty (60) calendar days of the Unadjusted Closing, Buyer shall provide to TDY a schedule which will provide for the allocation of the Preliminary Purchase Price shall be allocated to and the Assumed Liabilities among the shares of capital stock of Shares, the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Transferred Assets and the covenants of Parent and Seller included herein within 60 Business Days after Tungsten Materials IP assigned pursuant to the Closing Date by mutual agreement between Purchaser and SellerIP Assignment Agreements, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply in a manner consistent with Section 1060 of the Internal Revenue Code of 1986, as amended and the Treasury Regulations promulgated thereunder (the "CodePurchase Price Allocation"), and Treasury Regulations promulgated thereunder. Subject The Purchase Price Allocation shall attribute such allocated amounts to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser TDY and the Seller shall be prepared consistently with such allocation and neither Share Sellers based on their ownership of the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunderShares, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Transferred Assets and the Assumed Liabilities Tungsten Materials IP assigned pursuant to the IP Assignment Agreement on the date of this Agreement, which ownership allocation is set forth on Section 2.4 of the Seller’s Disclosure Schedule. The Purchase Price Allocation shall be referred for resolution subject to the Accountantsreview and consent of TDY. If TDY does not object to the Purchase Price Allocation by written notice to Buyer within thirty (30) Business Days after receipt, then the Purchase Price Allocation shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement. If TDY objects to the Purchase Price Allocation, it shall notify Buyer in writing of its objection within thirty (30) Business Days after receipt by Buyer of the Purchase Price Allocation and shall set forth in such written notice the disputed item or items and the basis for its objection, and TDY and Buyer shall act in good faith to resolve any such dispute for a period of fifteen (15) Business Days thereafter. If, within fifteen (15) Business Days of TDY’s delivery of a valid written notice of objection to the Purchase Price Allocation, Buyer and TDY have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to the Accounting Firm, whose determination shall be binding upon the parties. The fees and expenses of the Accountants will Accounting Firm in connection with the resolution of any dispute under this Section 2.4 shall be shared paid fifty percent (50%) by Purchaser TDY and Seller in such proportions as fifty percent (50%) by Buyer. If necessary, Buyer shall make appropriate adjustments to the Accountants determine and deem equitable (after taking into accountPurchase Price Allocation to reflect the difference, among other mattersif any, the difference between the allocation proposed by Seller Preliminary Purchase Price and Purchaser, respectivelythe Final Purchase Price as determined pursuant to Section 2.3. The parties shall (i) timely file all Tax Returns (including United States Internal Revenue Service Form 8594 and any supplemental filings to reflect any revisions to the Purchase Price Allocation) required to be filed in connection with the Purchase Price Allocation, and (ii) prepare and file all Tax Returns and determine all Taxes in a manner consistent with the allocation determined by the Accountants to be appropriate)Purchase Price Allocation. Each of Purchaser and Seller will use commercially reasonable efforts the parties shall notify the other if it receives notice that any Tax Authority proposes any allocation different from that set forth on the Purchase Price Allocation. No party shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with the Purchase Price Allocation (as adjusted as a consequence of any adjustments to cause the Accountants Purchase Price pursuant to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsSection 2.3) unless required to do so under GAAP or applicable Law.

Allocation of Purchase Price. (a) Buyer and Seller agree that, for Buyer’s and Purchaser agree that Seller’s respective federal, state and local income Tax purposes, the Unadjusted Purchase Price Price, the Assumed Liabilities and other relevant items shall be allocated to and among the shares of capital stock Acquired Assets as determined pursuant to this Section 3.2. (b) Within one hundred twenty (120) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement allocating the sum of the Purchase Price, the Assumed Liabilities and other relevant items among such Acquired Subsidiaries Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (each such statement, an “Allocation Statement”); provided, however, that with respect to the CNM ROFR Subject Property, if the CNM ROFR Subject Property is acquired by Buyer pursuant to this Agreement, the portion of the Purchase Price allocated to the CNM ROFR Subject Property shall be as set forth on Schedule 3.3 hereof. 3.2(b). (c) Seller and Purchaser agree that the remaining portion shall have a period of the Unadjusted Purchase Price of the Purchased Assets thirty (including the amount of the Assumed Liabilities30) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date delivery of an Allocation Statement (the “Response Period”) to present in writing to Buyer notice of any objections that Seller may have to the allocations set forth therein (an “Objections Notice”). Unless Seller provides an Objections Notice during the Response Period, the Allocation Statement provided by mutual agreement between Purchaser Buyer shall be binding on the Parties without further adjustment. (d) If Seller raises any objections within the Response Period, Buyer and 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 Objections Notice, then the disputed items shall be shall be referred for resolution to a firm of independent nationally recognized accountants reasonably chosen and mutually accepted by both Parties (the “Accounting Referee”), whose determination shall be final and binding on the Parties. The Accounting Referee shall resolve the dispute within thirty (30) days after the item has been referred to it. The fees, costs and expenses relating to the Accounting Referee shall be borne equally by Buyer and Seller. (e) Unless otherwise required by Legal Requirements, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code Service (the “IRS”) or any other Taxing authority, the allocation of 1986the Purchase Price pursuant to such Allocation Statement (if applicable, as amended (modified by Sections 3.2(c) and 3.2(d) hereof) shall be final and binding on the "Code")Parties, and Treasury Regulations promulgated thereunder. Subject to the requirements Parties shall follow such Allocation Statement for purposes of any applicable tax law, all Tax Returns and reports including, without limitation, filing IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser Form 8594 (and any supplements to such form) and all other Tax Returns, and shall not take any position inconsistent therewith in any communication with any Taxing authority. If the H&C AssigneesIRS or any other Taxing authority proposes a different allocation, Seller or Buyer, as the case may be) and , shall promptly notify the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result other Party of such purchase price adjustmentproposed allocation. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the AccountantsSeller or Buyer, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine case may be, shall provide the other Party with such information and deem equitable shall take such actions (after taking into account, among including executing documents and powers of attorney in connection with such proceedings) as may be reasonably requested by such other matters, Party to carry out the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each purposes of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsthis Section 3.2.

Allocation of Purchase Price. Buyer and Seller and Purchaser agree acknowledge that the Unadjusted Purchase Price shall be allocated to purchase and among sale contemplated by this Agreement constitutes an “applicable asset acquisition” within the shares meaning of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed LiabilitiesSection 1060(c) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "“Code"”). The parties expressly agree that the Purchase Price shall be allocated among the Business Assets as follows: (a) The parties agree that, unless they agree otherwise as provided for in this Section 3.6, (and subject to the provisions of Subsection 3.6(b) below) the Purchase Price shall be allocated among the Business Assets as follows: (i) the Purchase Price shall be allocated to the fixed assets of the Business (i.e. the Osceola, the Real Estate, the Gaming Equipment, the Personal Property) in an amount equal to the tax net book value of fixed assets, as shown on the Seller’s books as of the Closing, (ii) the Purchase Price shall be allocated to Inventory based on Seller’s cost, and Treasury Regulations promulgated thereunder. Subject (iii) the balance of the Purchase Price shall be allocated to good will and/or to the requirements other Intangibles. Seller has notified Buyer that Seller believes that an allocation of the Purchase Price among the Business Assets on this basis fairly reflects the actual current fair market value of the respective assets and therefore reflects an appropriate basis for allocating the Purchase Price under Section 1060(c) of the Code. (b) Buyer shall have thirty (30) days after the Effective Date of this Agreement to notify Seller at to whether it has any objections to the proposed allocation of the Purchase Price, as reflected in Subsection 3.6(a) (the “Seller’s Allocation”). Any such objection(s) shall be made in writing and shall specify the nature of Buyer’s objection, the specific Business Assets affected by the objection and the change in the Seller’s Allocation which Buyer proposes to make. If Buyer does not object to the Seller’s Allocation within the said thirty (30) day period, then Seller and Buyer shall prepare and timely file an IRS Form 8594 (the “Asset Allocation Statement”) with each of their respective federal income tax returns reflecting the Seller’s Allocation. If Buyer does timely object to the Seller’s Allocation, then Buyer and Seller shall use good faith efforts to resolve any dispute with respect to the Purchase Price allocation. If within 15 days after delivery of Buyer’s objections to Seller, Seller and Buyer are unable, in good faith, to reach such an agreement, Seller and Buyer will each use their respective proposed allocation statements (with Seller to use the Seller’s Allocation and Buyer to use the Seller’s Allocation, as modified by its proposed changes). If, within 15 days after delivery of Buyer’s objections to Seller, Seller and Buyer shall have agreed on an allocation, then Seller and Buyer shall prepare and file an Adjusted Asset Allocation Statement in the form so agreed and will act in accordance with the Adjusted Asset Allocation Statement in the preparation, filing and audit of any applicable tax lawTax Return. (c) If an adjustment is made with respect to the Purchase Price pursuant to Section 10.4 or 13.9, all Tax Returns and reports includingsuch adjustment has not been taken into account previously, without limitation, IRS form 8594, filed by then the Asset Allocation Statement shall be adjusted in accordance with Section 1060 of the Code. Purchaser and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code. Neither Buyer nor Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall will take a position contrary thereto. In inconsistent with the event allocation of any purchase price adjustment hereunderthe Purchase Price as determined pursuant to this Section 3.6; provided, however, that, if the Purchaser (and the H&C AssigneesInternal Revenue Service takes a position with respect to either Buyer or Seller that is inconsistent with such allocation, then either Buyer or Seller, as the case may be) and , may take a protective position adopting the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding Internal Revenue Service’s contention until the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemscontroversy has been resolved.

Allocation of Purchase Price. Seller Within one hundred and Purchaser agree that eighty (180) days following the Unadjusted Closing Date, the Buyer shall prepare and deliver to the Sellers’ Representative an allocation of the purchase price (adjusted as necessary to determine the purchase price for U.S. federal income tax purposes (as so adjusted for U.S. federal income tax purposes, the “Tax Allocation Purchase Price Price”)) among each of the Companies, and further amongst the assets of Xxxxxx Xxxxxxxx and Xxxxxxxx (including, as applicable, the assets of their respective Subsidiaries) (the “Allocation Schedule”). The Allocation Schedule shall be allocated to and among determined in accordance with the shares of capital stock of the Acquired Subsidiaries as purchase price allocation methodology set forth on Schedule 3.3 hereof. Seller II to this Agreement (which purchase price allocation methodology is in accordance with the general principles of Sections 338 (as applicable) and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (and the "Code"), and Treasury Regulations promulgated thereunder). Subject Unless the Sellers’ Representative objects to the requirements Buyer’s draft of any applicable tax lawthe Allocation Schedule within thirty (30) days after receipt thereof, all Tax Returns and reports includingsuch Allocation Schedule shall be final. If the Sellers’ Representative objects to the Buyer’s Allocation Schedule within thirty (30) days of receipt, without limitation, IRS form 8594, filed by then the Purchaser Buyer and the Seller Sellers’ Representative shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause agree, within thirty (30) days of the Accountants Sellers’ Representative’s objection to render their decision the Allocation Schedule, to an allocation of the Tax Allocation Purchase Price among the assets of the Companies (and, as soon as reasonably practicableapplicable, including without limitation by promptly complying with all reasonable requests the Subsidiaries of the Companies). In the event such mutual agreement cannot be achieved, the Buyer shall engage the Independent Accounting Firm to determine the Allocation Schedule, the costs of which are to be shared equally among the Buyer, on the one hand, and the Sellers, on the other hand; provided, that in determining the Allocation Schedule, the Independent Accounting Firm shall apply and be bound by the Accountants purchase price allocation methodology set forth on Schedule II to this Agreement (and may not vary from such principles). Once the Allocation Schedule is final, whether by virtue of the Sellers’s Representative’s deemed acquiescence, by express written mutual agreement among the Parties, or by calculation of the Independent Accounting Firm, neither the Buyer, any of the Sellers, nor any of their respective Affiliates shall, subject to Section 9.8(e), take any position that is inconsistent with such final Allocation Schedule (or file any Tax Returns (including amended returns and claims for information, books, records, refund) and similar itemsinformation reports in a manner not consistent with the Allocation Schedule).

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted The Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries individual Assets (each an “Allocated Value”) as set forth in Exhibit “A-2” and Exhibit “A-3” on Schedule 3.3 hereofa per Existing Well and per Unit basis (referred to herein individually as a “Value Asset” or collectively as “Value Assets”), with such Allocated Values being limited to the Target Interval. The Allocated Value for the Value Assets shall be without duplication, notably, the Allocated Value for an Existing Well shall not be included in the Allocated Value for the Unit encompassing the involved Existing Well. Exhibit “A-2” and Exhibit “A-3” also set forth an allocation for federal income Tax purposes and for all other purposes as contemplated in this Agreement. Buyer represents and warrants to Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and it has made its own reasonable allocations, in good faith, without advice or influence from Seller, and Purchaser that Seller may rely on the allocations for all purposes, including, without limitation, (a) to notify holders of preferential rights and Tag Along Rights of Buyer’s offer, (b) division of the Purchase Price by and between the entities comprising Seller, and (c) as otherwise provided in this Agreement. Buyer and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price among the Assets set forth therein for all purposes; to consistently report such allocations for all federal, state and local income Tax purposes; and to timely file all Tax Returns required by the Code and amended returns and claims for refund concerning the Purchase Price allocations. Notwithstanding anything herein to the contrary, the Allocated Value for any of the Purchased Assets and Assets, as determined by Buyer, shall not be less than zero. Any adjustments to the Assumed Liabilities Purchase Price in accordance with Section 2.3 shall be referred for resolution allocated according to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsAllocated Values.

Allocation of Purchase Price. (a) The Seller and Purchaser agree that will prepare an allocation statement allocating the Unadjusted Purchase Price shall be allocated (including for purposes of this Section 9.3, any other value to and the Seller for Income Tax purposes, including the relevant portion of Assumed Liabilities (the “Enterprise Value”)) among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount Acquired Company Shares and the JV Interests not owned by an Acquired Company) (the “Proposed Allocation Statement”). The Proposed Allocation Statement will be sent to the Purchaser within ninety (90) business days following the Initial Closing Date. Within thirty (30) business days after the receipt of the Assumed Liabilities) Proposed Allocation Statement, the Purchaser will be allocated among propose any changes or will indicate its concurrence therewith. In the Purchased Assets and event that the covenants of Parent and Seller included herein within 60 Business Days after Purchaser does not concur with the Closing Date by mutual agreement between Purchaser and SellerProposed Allocation Statement, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree will attempt to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding reach agreement on the allocation of the Unadjusted Enterprise Value among the Acquired Assets in a manner consistent with applicable Income Tax law. (i) If the Purchaser and the Seller reach agreement on such allocation (an “Agreed Allocation”), the Purchaser and the Seller will, and will cause each applicable Affiliate to: (A) file all Tax Returns for Income Taxes consistent therewith; (B) promptly inform each other of any challenge by any Governmental Entity to the Agreed Allocation; and (C) consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, any challenge to the Agreed Allocation. (ii) If the Purchaser and the Seller do not reach an Agreed Allocation within six (6) months after the Initial Closing Date, the Purchaser and the Seller will each prepare its own allocation of the Enterprise Value among the Acquired Assets (including the Acquired Company Shares) to be used by such party and its Affiliates. (b) For the purposes of this Section 9.3, any payments made pursuant to Article 8 or 9 hereof will be treated as adjustments to the Purchase Price and the parties shall make appropriate adjustments to any allocation (whether or not an Agreed Allocation) to reflect any adjustments to the Purchase Price. (c) Notwithstanding the foregoing, but solely to the extent the Purchaser and the Seller are required by applicable law to agree on the amount or value of a particular Acquired Asset for purposes of any Transfer Taxes, the Purchaser and the Seller will mutually agree on a good faith estimate of the Purchased Assets fair market value of such asset prior to the date any Transfer Tax filing is required to be made or any such Transfer Tax payment is required to be paid (including applicable extensions). The Purchaser and the Assumed Liabilities shall Seller understand and agree that any agreement reached pursuant to this Section 9.3(c) is reached solely for purposes of Transfer Tax filings and payments required under applicable law, and will in no way be referred for resolution regarded by the parties as conclusive with respect to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller allocation described in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsSection 9.3(a) unless required under applicable law.

Allocation of Purchase Price. Seller (a) As soon as practicable following the Closing Date, but in no event later than the 120th day following the Closing Date, Purchaser shall prepare and Purchaser agree that deliver to Sellers, at PURCHASE AGREEMENT (YFC/SOG) EXECUTION VERSION Purchaser's expense, a schedule setting forth the Unadjusted allocation of the Final YFC Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted NVLC Vessels Purchase Price of the Purchased Assets (including the amount of the and all YFC Assumed Liabilities) will be allocated among the YFC Purchased Assets and the covenants NVLC Vessels, in each case as of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "CodePurchase Price Allocation"). (b) In the event Sellers do not raise any objection to Purchaser's schedule within thirty (30) days of Sellers' receipt thereof, the schedule shall be binding and shall become the final Purchase Price Allocation (the "Final Purchase Price Allocation"). In the event Sellers have any objections to Purchaser's schedule, and Treasury Regulations promulgated thereunderSellers raise such concerns in writing to Purchaser within thirty (30) days of Sellers' receipt, Purchaser and Sellers shall cooperate in good faith to resolve their differences and mutually agree upon a Final Purchase Price Allocation. Subject In the event that Purchaser and Sellers are unable to agree upon the Final Purchase Price Allocation within forty-five (45) days following the receipt of the schedule by Sellers, the Independent Auditors shall determine the Final Purchase Price Allocation. Within fifteen (15) days of engaging the Independent Auditors for such purpose, Purchaser and Sellers shall each provide the Independent Auditors with their respective determinations (and any relevant supporting material) of the Purchase Price Allocation and the Independent Auditors shall select either Purchaser's or Sellers' determination as the Final Purchase Price Allocation. Such decision shall be based on which schedule better satisfies the requirements of any applicable tax lawTreasury Regulation section 1.1060-1(c). The decision of the Independent Auditors of the Final Purchase Price Allocation shall be final and binding on Purchaser and Sellers. The fees, all Tax Returns costs and reports including, without limitation, IRS form 8594, filed expenses of the Independent Auditors for their services rendered pursuant to this Section 2.6 shall be paid by the Purchaser non-prevailing party. (c) The parties hereto shall file all federal, state and local tax returns consistent with the Final Purchase Price Allocation and the Seller shall be prepared allocation of the Final SOG Purchase Price to the SOG Shares. Each party agrees to complete IRS Form 8594 consistently with such allocation and neither to cooperate with the Purchaser nor other party in the Seller preparation of Form 8594 and to furnish the other party with a copy of such form prepared in draft form, within a reasonable period before the filing due date of such form. No party hereto shall have any liability to the other arising out of any challenge to such tax allocation by any federal, state or local taxing Authority so long as the party does not take a position contrary thereto. In inconsistent with the event of any purchase price adjustment hereunder, the Purchaser (Final Purchase Price Allocation and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Final SOG Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller SOG Shares in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsany tax filing or administrative or judicial proceeding.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted (a) The Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including any Assumed Liabilities treated as consideration for the amount of the Assumed LiabilitiesTransferred Assets for Tax purposes) will shall be allocated among the Purchased Assets and Seller Parties in accordance with Section 2.11(a) of the covenants of Parent and Seller included herein within 60 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 deliver to Buyer a draft Closing Allocation Schedule which shall include (i) the name, jurisdiction and address of each such Seller Party, (ii) the portion of the Purchase Price to be paid to each such Seller Party, (iii) the portion of the Purchase Price to be paid to each jurisdiction of the Seller Parties, and (iv) the number and type of Transferred Equity Securities held by each Seller Party as of immediately prior to the Closing, as applicable, on a certificate-by-certificate basis and including certificate numbers, or electronic equivalent. Within forty-five (45) days after the Closing Date, Seller may deliver to Buyer a revised Closing Allocation Schedule, providing for a revised allocation of the Purchase Price among the Seller Parties. Buyer shall have thirty (30) days after receipt of such revised Closing Allocation Schedule or seventy five (75) days after the Closing Date by mutual agreement between Purchaser if no revised Closing Allocation Schedule is provided to review and Sellercomment in writing on the Closing Allocation Schedule. If Xxxxx does not object in writing to the Closing Allocation Schedule during such period, and Purchaser 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 agree shall reasonably cooperate to be bound by revise the Closing Allocation Schedule to reflect the payment of any amount pursuant to Section 2.10. (b) Within one hundred and twenty (120) days after the determination of the Final Purchase Price pursuant to Section 2.10, Seller shall prepare a schedule allocating the portion of the Final Purchase Price (plus any applicable assumed liabilities treated as consideration for Tax purposes) that is allocated to any Seller organized under the laws of the United States pursuant to Section 2.11(a) among the assets of such allocation. Such allocation shall comply Seller in accordance with the principles of Section 1060 of the Internal Revenue Code (the “Asset Allocation Schedule”) and shall deliver the Asset Allocation Schedule to Buyer for its review. Buyer shall have thirty (30) days after receipt of 1986the 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 payment from any Seller Party in exchange for or in connection with assuming any deferred revenue (or similar obligation) of or attributable to any Seller Party as a result of the transactions contemplated by this Agreement. (c) Notwithstanding anything in this agreement, the amount allocated to the UK Loan Notes, including following any adjustments pursuant to the terms of this agreement, will not be less than the amount that would be their carrying value in the accounts of the UK Holdcos respectively if the relevant accounting period had ended on the Closing Date. (d) The Closing Allocation Schedule and the Asset Allocation Schedule, as amended (determined in accordance with this Section 2.11, shall be final and binding on the "Code")Parties, and Treasury Regulations promulgated thereunder. Subject to each of the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser Buyer Parties and the Seller shall be prepared consistently Parties agrees to file their respective U.S. federal, state, local and relevant non-U.S. Tax Returns in accordance with such allocation the Closing Allocation Schedule and neither the Purchaser nor the Seller shall take a position contrary thereto. In Asset Allocation Schedule, provided that in the event that any Governmental Body disputes any of any purchase price adjustment hereunderthe allocations of the Closing Allocation Schedule or the Asset Allocation Schedule, the Purchaser (and the H&C AssigneesSeller or Buyer, as the case may be) and , shall promptly notify the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result other party of the nature of such purchase price adjustment. Any disputes regarding dispute, and shall cooperate in good faith to preserve the allocation effectiveness of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution such allocations, to the Accountantsextent consistent with the Law and final decisions of such Governmental Body (provided, and however, that nothing herein shall prevent a party from settling any proposed deficiency or adjustment by a Governmental Body or require a party to contest the fees and expenses decision of the Accountants will be shared by Purchaser and Seller a Governmental Body in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants court proceedings or to be appropriateappeal a court ruling to a court of higher instance). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar items.

Allocation of Purchase Price. Buyer and Seller and Purchaser agree acknowledge that the Unadjusted Purchase Price shall be allocated to purchase and among sale contemplated by this Agreement constitutes an “applicable asset acquisition” within the shares meaning of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed LiabilitiesSection 1060(c) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "“Code"”). The parties expressly agree that the Purchase Price shall be allocated among the Business Assets as follows: (a) The parties agree that, unless they agree otherwise as provided for in this Section 3.6, (and subject to the provisions of Subsection 3.6(b) below) the Purchase Price shall be allocated among the Business Assets as follows: (i) the Purchase Price shall be allocated to the fixed assets of the Business (i.e. the Xxxx Xxxxx Casino, the Real Estate, the Gaming Equipment, the Personal Property) in an amount equal to the tax net book value of fixed assets, as shown on the Seller’s books as of the Closing, (ii) the Purchase Price shall be allocated to Inventory based on Seller’s cost, and Treasury Regulations promulgated thereunder. Subject (iii) the balance of the Purchase Price shall be allocated to good will and/or to the requirements other Intangibles. Seller has notified Buyer that Seller believes that an allocation of the Purchase Price among the Business Assets on this basis fairly reflects the actual current fair market value of the respective assets and therefore reflects an appropriate basis for allocating the Purchase Price under Section 1060(c) of the Code. (b) Buyer shall have thirty (30) days after the Effective Date of this Agreement to notify Seller at to whether it has any objections to the proposed allocation of the Purchase Price, as reflected in Subsection 3.6(a) (the “Seller’s Allocation”). Any such objection(s) shall be made in writing and shall specify the nature of Buyer’s objection, the specific Business Assets affected by the objection and the change in the Seller’s Allocation which Buyer proposes to make. If Buyer does not object to the Seller’s Allocation within the said thirty (30) day period, then Seller and Buyer shall prepare and timely file an IRS Form 8594 (the “Asset Allocation Statement”) with each of their respective federal income tax returns reflecting the Seller’s Allocation. If Buyer does timely object to the Seller’s Allocation, then Buyer and Seller shall use good faith efforts to resolve any dispute with respect to the Purchase Price allocation. If within 15 days after delivery of Buyer’s objections to Seller, Seller and Buyer are unable, in good faith, to reach such an agreement, Seller and Buyer will each use their respective proposed allocation statements (with Seller to use the Seller’s Allocation and Buyer to use the Seller’s Allocation, as modified by its proposed changes). If, within 15 days after delivery of Buyer’s objections to Seller, Seller and Buyer shall have agreed on an allocation, then Seller and Buyer shall prepare and file an Adjusted Asset Allocation Statement in the form so agreed and will act in accordance with the Adjusted Asset Allocation Statement in the preparation, filing and audit of any applicable tax lawTax Return. (c) If an adjustment is made with respect to the Purchase Price pursuant to Section 10.4 or 13.9, all Tax Returns and reports includingsuch adjustment has not been taken into account previously, without limitation, IRS form 8594, filed by then the Asset Allocation Statement shall be adjusted in accordance with Section 1060 of the Code. Purchaser and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code. Neither Buyer nor Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall will take a position contrary thereto. In inconsistent with the event allocation of any purchase price adjustment hereunderthe Purchase Price as determined pursuant to this Section 3.6; provided, however, that, if the Purchaser (and the H&C AssigneesInternal Revenue Service takes a position with respect to either Buyer or Seller that is inconsistent with such allocation, then either Buyer or Seller, as the case may be) and , may take a protective position adopting the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding Internal Revenue Service’s contention until the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemscontroversy has been resolved.

Allocation of Purchase Price. Seller and Purchaser agree that (a) Within ninety (90) days after the Unadjusted final determination of the Purchase Price under Section 2.13 and Section 2.14 hereunder, Seller shall be allocate for U.S. federal income tax purposes (x) the Purchase Price (together with any Assumed Liabilities or other items properly treated as purchase price for U.S. federal income tax purposes) as between the Equity of each Acquired Company and the Transferred Assets and (y) thereafter, (i) the aggregate amount allocated to and among the shares of capital stock Equity of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller Companies among the Equity of each Acquired Company, (ii) the aggregate amount allocated to the Transferred Assets among the Transferred Assets and Purchaser agree (iii) the aggregate amount allocated to the Equity of any Acquired Company that is a disregarded entity for US tax purposes or, if applicable, for which the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed LiabilitiesSection 338(h)(10) will Elections may be made pursuant to Section 7.9, shall be further allocated among the Purchased Assets and assets of such Acquired Company (together, the covenants of Parent “Proposed Allocation”), and Seller included herein within 60 shall promptly provide a copy of the Proposed Allocation to Purchaser. Purchaser shall have a period of fifteen (15) Business Days after the Closing Date by mutual agreement between delivery of the Proposed Allocation (the “Response Period”) to present in writing to Seller notice of any objections Purchaser and Sellermay have to the allocations set forth therein (an “Objection Notice”). Unless Purchaser timely objects to the Proposed Allocation within the specified time period, and such Proposed Allocation shall be binding on the parties without further adjustment, absent manifest error. If Seller fails to provide Purchaser with the Proposed Allocation within ninety (90) days after the final determination of the Purchase Price, Purchaser shall have the right to provide Seller with the Proposed Allocation, with the remaining procedures applying mutatis mutandis. (b) If Purchaser shall raise any objections within the Response Period, Purchaser and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such dispute. If the parties fail to agree to be bound by such allocation. Such allocation shall comply with Section 1060 within fifteen (15) days after the delivery of the Internal Revenue Code of 1986Objections Notice, as amended (then the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed disputed items shall be resolved by the Purchaser and Independent Accounting Firm in accordance with the Seller procedures set forth in Section 2.13, whose determination shall be prepared consistently with such allocation final and neither binding on the Purchaser nor parties. The Independent Accounting Firm shall use reasonable efforts to resolve the Seller shall take a position contrary theretodispute within thirty days after the item has been referred to it. In the event of any purchase price adjustment hereunderThe costs, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will Independent Accounting Firm shall be shared borne in the manner described in Section 2.14. (c) The final allocation shall be amended to reflect any purchase price adjustments hereunder. Seller and Purchaser shall and each shall cause its Affiliates to (A) report the transactions contemplated by Purchaser and Seller this Agreement for Tax purposes (including Section 1060 of the Code) in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between accordance with the allocation proposed (as so amended) as finally determined under this Section 2.7 and (B) not take any position inconsistent with such final allocation (as so amended) on any of their respective Tax Returns unless otherwise required by Seller and Purchasera “determination” within the meaning of Section 1313 of the Code (or any similar provision of state, respectively, and local or non-U.S. Law) or in connection with the allocation determined by the Accountants to be appropriate). Each settlement of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying any audit or other claim with all reasonable requests by the Accountants for information, books, records, and similar itemsa Tax Authority.

Allocation of Purchase Price. (a) Section 2.5(a) of the Seller’s Disclosure Schedule sets forth an allocation of the Base Purchase Price, the estimated amount of Assumed Liabilities and all other capitalized costs, to the extent relevant, (i) among Diversey Shares and the Acquired Diversey Assets, (ii) to the Acquired Diversey Assets in the aggregate sold by each Diversey Asset Seller and Purchaser agree that the Unadjusted Purchase Price shall be allocated to and (but not among the shares individual Acquired Diversey Assets of capital stock of such Diversey Asset Seller), (iii) to any Transferred DRE, and (iv) attributable to any Indirect Transfer Entity. (b) SEE shall deliver to Buyer no later than thirty (30) days after the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that Closing Date a schedule (the remaining portion of “Preliminary Allocation Schedule”) allocating the Unadjusted Preliminary Purchase Price of the Purchased Assets (including Price, the amount of the Assumed Liabilities) will be allocated , and all other capitalized costs, to the extent relevant, among the Purchased Diversey Shares, the Acquired Diversey Assets, any Transferred DRE, and any Indirect Transfer Entity, in each case, in accordance with SEE’s good faith estimate of their respective fair market values on the Closing Date; provided, however, that, notwithstanding anything to the contrary in this Agreement, the Preliminary Allocation Schedule shall differ from Section 2.5(a) of the Seller’s Disclosure Schedule only (i) to take into account Assumed Liabilities and all other capitalized costs, the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Seller Expenses, and Estimated Closing Indebtedness and (ii) to the extent an independent appraisal received by SEE and provided to Buyer from CBIZ, Inc. or any of its affiliates, or any appraisal firm that is nationally recognized in the United States or the jurisdiction in which it performed such appraisal, of any Acquired Diversey Assets (the “Seller Appraisal”) differs from Section 2.5(a) of the Seller’s Disclosure Schedule (including any necessary adjustments to take into account the effect of such Appraisal on other Acquired Diversey Assets). If any draft Seller Appraisal differs from Section 2.5(a) of Seller’s Disclosure Schedule by more than 20%, SEE shall notify Buyer and Buyer shall be permitted an opportunity to review such draft Seller Appraisal and to discuss it with the applicable appraisal firm providing such Seller Appraisal. If, following such discussions, Buyer and SEE are unable to reach agreement regarding the Seller Appraisal, they shall promptly thereafter cause PricewaterhouseCoopers LLP or any of its local affiliates to obtain or cause to be obtained an independent appraisal of the Acquired Diversey Assets (the “Third Party Appraisal”)), which Third Party Appraisal shall control for purposes of determining the Final Allocation Schedule. If Buyer disagrees with the Assumed Liabilities and all other capitalized costs, the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Seller Expenses, or Estimated Closing Indebtedness (as reflected on the Preliminary Allocation Schedule), Buyer may, within thirty (30) days after delivery of the Preliminary Allocation Schedule, deliver a notice (the “Buyer Allocation Notice”) to SEE to such effect, specifying those items as to which Buyer disagrees and setting forth Buyer’s proposed allocation. If the Buyer Allocation Notice is duly delivered, Buyer and SEE shall, during the twenty (20) days following such delivery, work together in good faith and use reasonable best efforts to reach agreement on the disputed items or amounts. If Buyer and SEE are unable to reach agreement on such items and their effect on the Preliminary Allocation Schedule, they shall promptly thereafter cause the Accounting Firm to resolve any remaining disputes with respect to such items and their effect on the Preliminary Allocation Schedule. The Preliminary Allocation Schedule, as it may be adjusted pursuant to any agreement between SEE and Buyer, as determined by the Accounting Firm, or pursuant to the Third Party Appraisal (the “Final Allocation Schedule”), shall be conclusive and binding on SEE, Buyer, and their respective Subsidiaries and Affiliates; provided, however, that, notwithstanding anything to the contrary in this Agreement, the Final Allocation Schedule shall differ from Section 2.5(a) of the Seller’s Disclosure Schedule only (i) to take into account the Assumed Liabilities and all other capitalized costs, the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Seller Expenses, and Estimated Closing Indebtedness and (ii) to take into account any Seller Appraisal or Third Party Appraisal, as applicable. (c) No later than forty-five (45) days after the Final Allocation Schedule has been finally determined, SEE, on behalf of itself and the covenants of Parent and other Sellers, shall deliver to Buyer a schedule (the “Preliminary Asset Allocation Schedule”) (i) allocating among the Acquired Diversey Assets sold by each Diversey Asset Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and SellerPreliminary Purchase Price (or, if finally determined, the Purchase Price), the Assumed Liabilities, and Purchaser all other capitalized costs to the extent relevant, allocated to such Diversey Asset Seller on the Final Allocation Schedule and (ii) allocating among the assets of any 338 Entity (if any) or any Transferred DRE the Preliminary Purchase Price (or, if finally determined, the Purchase Price) the Assumed Liabilities, and all other capitalized costs, to the extent relevant, allocated to the applicable Diversey Share Seller agree to be bound by such allocation. Such allocation shall comply on the Final Allocation Schedule, in each case, in a manner consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (and the "Code"), and Treasury Regulations promulgated thereunder. Subject For the avoidance of doubt, the Preliminary Asset Allocation Schedule shall be limited to the requirements specific assets and liabilities described in the immediately preceding sentence and shall be consistent in all respects with the Final Allocation Schedule. If Buyer disagrees with the Preliminary Asset Allocation Schedule, Buyer may, within thirty (30) days after delivery of the Preliminary Asset Allocation Schedule, deliver a Buyer Allocation Notice to SEE to such effect, specifying those items as to which Buyer disagrees and setting forth Buyer’s proposed allocation. If the Buyer Allocation Notice is duly delivered, Buyer and SEE shall, during the twenty (20) days following such delivery, work together in good faith and use reasonable best efforts to reach agreement on the disputed items or amounts. If Buyer and SEE are unable to reach such agreement, they shall promptly thereafter cause the Accounting Firm to resolve any remaining disputes with respect to the Assumed Liabilities and all other capitalized costs; provided, however, that such resolution shall be consistent with the Final Allocation Schedule and any Seller Appraisal or Third Party Appraisal, as applicable, shall control for purposes of determining the Final Asset Allocation Schedule. The Preliminary Asset Allocation Schedule, as it may be adjusted pursuant to any agreement between SEE and Buyer or as determined by the Accounting Firm (the “Final Asset Allocation Schedule”), shall be conclusive and binding on SEE, Buyer and their respective Subsidiaries and Affiliates. (d) SEE and Buyer shall (and shall cause their respective Subsidiaries and Affiliates to) (i) be bound by the Final Allocation Schedule and the Final Asset Allocation Schedule (together with the Final Allocation Schedule, the “Allocation”), for purposes of determining any Taxes, (ii) prepare and file IRS Form 8594 and any other comparable forms required under applicable Tax Law in a manner consistent with the Allocation, (iii) prepare and file its Tax Returns (and any other document used to determine, assess, or otherwise collect Taxes) on a basis consistent with the Allocation, and (iv) take no position inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any Tax Authority, in each case except as otherwise required pursuant to a Final Determination. In the event that a Tax Authority disputes the Allocation, the party receiving notice of such dispute shall promptly notify the other party hereto, and SEE and Buyer shall (and shall cause their respective Subsidiaries and Affiliates to) use reasonable best efforts to defend such Allocation in any applicable proceeding, and the parties hereto agree that the matter shall be handled as a Tax Audit to which Section 6.4(b)(iii) applies. (e) In the case of any post-Closing adjustment to the Preliminary Purchase Price or any other item treated as an adjustment to purchase price for U.S. federal income Tax purposes, including any indemnification payment made pursuant to this Agreement, SEE and Buyer shall (and shall cause their respective Subsidiaries and Affiliates to) allocate such adjustment to the Transferred Diversey Company or the Diversey Asset Seller to which such adjustment relates and, if relevant for purposes of any applicable tax lawLaw, all Tax Returns and reports including, without limitation, IRS form 8594, filed by to the Purchaser and the Seller shall be prepared consistently with assets to which such allocation and neither the Purchaser nor the Seller shall take a position contrary theretoadjustment relates. In the event of any purchase price adjustment hereunderto the Allocation, the Purchaser (parties shall timely file with any relevant Tax Authority any additional information required to be filed under applicable Law and the H&C Assigneesparties hereto shall follow the procedures outlined above with respect to review, as the case may be) dispute and the Seller agree to adjust resolution in respect of any such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar items.

Allocation of Purchase Price. (a) Not later than 120 days after the Subsequent Closing Date (or if this Agreement is terminated after the Initial Closing Date but prior to the Subsequent Closing Date, not later than 120 days thereafter), Buyer shall provide to Seller (and, when applicable, Primestar) copies of Form 8594 and Purchaser agree any required exhibits thereto (the "Asset Acquisition Statement") with Buyer's proposed allocation of the purchase price paid by Buyer with respect to the Transferred Assets. Within 20 days after the receipt of such Asset Acquisition Statement, Seller (and, when applicable, Primestar) shall propose to Buyer any changes to such Asset Acquisition Statement or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld. Thereafter, Buyer shall provide to Seller (and, when applicable, Primestar) 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). Within 20 days after the Unadjusted receipt of any Revised Statement, Seller (and, when applicable, Primestar) shall propose to Buyer any changes to such Revised Statement or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld. Seller's (or Primestar's) failure to notify Buyer of any objection to the Asset Acquisition Statement or a Revised Statement within 20 days after the delivery thereof shall constitute Seller's (or Primestar's) concurrence therewith. Subject to and in accordance with Section 3.2(b) below, Buyer and Seller (and, when applicable, Primestar) shall endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement or any Revised Statements within 20 days after Buyer's receipt of notice of objections or suggested changes from Seller (and, when applicable, Primestar). The costs of preparing the Asset Acquisition Statement and any supporting materials (including any appraisals) shall be borne equally by Buyer and Seller (and, when applicable, Primestar). (b) Subject to the provisions of the following sentence of this Section 3.2(b), the Purchase Price for the Transferred Assets shall be allocated in accordance with the Asset Acquisition Statement or, if applicable, the last Revised Statement, provided by Buyer to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed LiabilitiesPrimestar pursuant to Section 3.2(a) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Sellerabove, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986and, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject subject to the requirements of any applicable tax lawTax law or election, all Tax Returns returns and reports including, without limitation, IRS form 8594, filed by the Purchaser Buyer, Seller and the Seller Primestar shall be prepared consistently with such allocation. If Seller or, when applicable, Primestar, shall have withheld its consent to such allocation (which consent shall not be unreasonably withheld) and neither Buyer and Seller have acted in good faith to resolve the Purchaser nor differences with respect to the items on the Asset Acquisition Statement or any Revised Statement for a period of 20 days after Buyer's or Primestar's receipt of notice of objections or suggested changes from Seller, and, within such 20-day period, Buyer and Seller shall take a position contrary thereto. In (or, when applicable, Primestar) are unable to resolve such differences which, in the event aggregate, are material in relation to the Purchase Price for the Transferred Assets within such 20 day period, (i) Buyer and Seller shall, subject to the requirements of any purchase price adjustment hereunderapplicable Tax law or election, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax all Tax returns and reports including, without limitation, IRS form 8594, required as in a result of such purchase price adjustment. Any disputes regarding manner consistent with the allocation provided in such statements and (ii) Buyer, Seller and Primestar shall refer any issues as to which such differences exist to an independent accounting firm mutually acceptable to Buyer, Seller and Primestar for resolution, which shall resolve such issues within 30 days of the Unadjusted Purchase Price of the Purchased Assets date submitted and the Assumed Liabilities whose resolution shall be referred for resolution to final and binding on the Accountants, and the parties hereto. The fees and expenses of the Accountants will such accounting firm shall be shared borne equally by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into accountBuyer, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsPrimestar.

Allocation of Purchase Price. Seller and Purchaser (a) The parties agree that to allocate the Unadjusted aggregate of the Purchase Price and the Assumed Liabilities (collectively, the "AGGREGATE PURCHASE PRICE"), among the respective portions of the Operations grouped by country in accordance with an allocation schedule to be prepared by the Buyer at its expense. Such allocation schedule shall be allocated to and among the shares of capital stock prepared in accordance with section 1060 of the Acquired Subsidiaries as Code and shall be based on an appraisal or appraisals conducted by an independent appraiser or appraisers chosen by the Buyer. Notwithstanding the provisions of any Foreign Acquisition Agreement, no Seller shall be entitled to receive from any Buyer Party any amount in excess of the respective amounts set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion such allocation schedule on account of the Unadjusted sale to the Buyer Parties of such Seller's Operations. (b) The Aggregate Purchase Price of allocated to the Purchased Assets (including the amount of the Assumed LiabilitiesDomestic Operations pursuant to Section 2.4(a) will shall be allocated among the Purchased Domestic Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree in accordance with an allocation schedule to be bound prepared by such allocationthe Buyer and approved by Seller which will not be unreasonably withheld. Such allocation schedule shall comply be prepared in accordance with Section section 1060 of the Internal Revenue Code of 1986, as amended (and shall be based on the "Code"appraisal or appraisals provided for in Section 2.4(a), and Treasury Regulations promulgated thereunder. Subject The Aggregate Purchase Price allocated to the Foreign Operations in each country pursuant to Section 2.4(a) shall be allocated among the Foreign Assets in such country in accordance with an allocation schedule to be prepared by the Buyer. Such allocation schedule shall be prepared in accordance with the requirements of any the applicable tax law, all Tax Returns law of such country and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently based on the appraisal or appraisals provided for in Section 2.4(a). (c) In connection with the determination of the foregoing appraisal or appraisals and allocation schedules, the parties shall cooperate with each other and provide such information as any of them shall reasonably request. The parties will each report the federal, state and local and other Tax consequences of the purchase and sale contemplated hereby (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocation and neither the Purchaser nor the Seller schedules. (d) In no event shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of change the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller as provided in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsSection 2.2.

Allocation of Purchase Price. Seller Within sixty (60) days after the Acquisition Closing Date, NPC shall deliver to Great Basin for its review and Purchaser agree that approval a draft allocation of the Unadjusted NPC Purchase Price shall be allocated to and SPPC Purchase Price (and all other capitalized costs) among the shares of capital stock ON Line assets (based on the final Cost Detail Statement and the Cost Detail Reconciliation Statement) and in accordance with section 1060 of the Acquired Subsidiaries as set forth on Schedule 3.3 hereofCode (and treasury regulations thereunder) and any similar provisions of Applicable Law. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets Within twenty (including the amount of the Assumed Liabilities20) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after its receipt of NPC’s draft allocation of the Closing Date 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 mutual agreement between Purchaser and Sellerthe 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 Purchaser 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 Seller 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 delivery of such proposed changes (if any), the Parties shall mutually select the Independent Auditor or another external auditor or appraiser, as determined based on the nature of the valuation dispute, which shall be instructed to be bound by resolve such allocationdisagreement within thirty (30) days after such disagreement is submitted to it for resolution and shall notify Great Basin and NPC in writing of its resolution. Such allocation auditor’s or appraiser’s resolution of the disagreement shall comply be final and binding on the Parties. Each Party shall, and each Party shall Transmission Use and Capacity Exchange Agreement cause their Affiliates to, report, act, and file all Tax returns, forms or reports in all respects and for all purposes consistent with Section 1060 of the Allocation. No Party shall take any position (whether in audit, Tax returns, or otherwise or with any Governmental Authority) that is inconsistent with the Allocation except as may be adjusted by subsequent written agreement following an audit by the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed Service or by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemscourt decision.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted The Purchase Price shall be allocated to and among the shares Acquired Assets as determined by Buyer in accordance with Code Section 1060 (and any similar provisions of capital stock of the Acquired Subsidiaries state or local Law, as appropriate) and shall be set forth on Schedule 3.3 hereof. in a schedule delivered by Buyer to Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets within one hundred twenty (including the amount of the Assumed Liabilities120) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after days following the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and (the “Proposed Allocation Schedule”). Seller agree shall have an opportunity to be bound by such allocation. Such allocation shall comply with Section 1060 review the Proposed Allocation Schedule for a period of thirty (30) days after the receipt of the Internal Revenue Code Proposed Allocation Schedule. If Seller disagrees with any aspect of 1986the Proposed Allocation Schedule, as amended Seller shall notify Buyer, in writing, prior to the end of such thirty (the "Code"30)-day period (an “Allocation Dispute Notice”), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the setting forth Seller’s proposed allocation of the Unadjusted Purchase Price Price. If Seller does not deliver to Buyer an Allocation Dispute Notice within such thirty (30)-day period, Buyer’s Proposed Allocation Schedule shall be final and binding on the parties. If Seller delivers an Allocation Dispute Notice to Buyer, Seller and Buyer shall negotiate in good faith to resolve any such dispute; provided, however, that if Seller and Buyer are unable to resolve any such dispute within thirty (30) days following the delivery of the Purchased Assets and the Assumed Liabilities Allocation Dispute Notice, then such dispute shall be referred for resolution to resolved by the Accountants, and the Dispute Accounting Firm. The fees and expenses of the Accountants will Dispute Accounting Firm shall be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed borne equally by Seller and PurchaserSeller Parent, respectivelyon the one hand, and Buyer on the allocation determined by the Accountants to be appropriate)other hand. Each of Purchaser Buyer and Seller will use commercially reasonable efforts to cause and their respective Affiliates shall file all Tax Returns (including IRS Form 8594) consistent with the Accountants to render their decision as soon final allocation of the Purchase Price determined hereunder (as reasonably practicableadjusted to account for events occurring after the determination of the final allocation of the Purchase Price), including without limitation none of Buyer, Seller or their respective Affiliates shall take any Tax position inconsistent with the final allocation of the Purchase Price determined hereunder unless required to do so by promptly complying with all reasonable requests by a change in applicable Laws or a good faith resolution of a Tax contest. Any adjustments to the Accountants for information, books, records, and similar items.Purchase Price pursuant to this Article II shall be allocated in a manner consistent therewith. ARTICLE III

Allocation of Purchase Price. Seller The parties (and Purchaser their respective Affiliates) agree that to a preliminary non-binding allocation of the Unadjusted estimated Final Purchase Price shall be allocated to and among the shares Seller Entities based on the fair market value of capital stock 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) any revisions to such preliminary allocation of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. estimated Final Purchase Price among the Seller Entities (the “Allocation Schedule”), and Purchaser agree that (ii) an allocation, in a manner consistent with the remaining portion Allocation Schedule, of the Unadjusted estimated Final Purchase Price (and any other amounts treated as consideration for U.S. federal income tax purposes) to the assets of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree Entities deemed to be bound by such allocation. Such allocation shall comply sold hereunder in accordance with the rules under Section 1060 of the Internal Revenue Code of 1986, as amended (and the "Code"), and Treasury Regulations promulgated thereunder, if applicable (the “Preliminary Purchase Price Allocation”). Subject Any issues with respect to the requirements Allocation Schedule which have not been finally resolved within thirty (30) calendar days after the date of this Agreement shall be referred to the Independent Arbitrator, whose determination shall be final and binding upon the parties. Within thirty (30) calendar days after the date on which the Final Purchase Price is determined (the “Determination Date”), Purchaser shall deliver to Seller a written statement setting forth any applicable tax lawproposed revisions to the Preliminary Purchase Price Allocation based on the actual Final Purchase Price. If within thirty (30) days after Seller’s receipt of such written statement, all Seller has not objected in writing to such written statement, the revisions to the Preliminary Purchase Price Allocation proposed by Purchaser shall become final. If Seller objects in writing to Purchaser’s proposed revisions within such 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 Independent Arbitrator for resolution, whose determination shall be final and binding upon the parties. Purchaser and Seller shall file their Tax Returns (and reports including, without limitation, IRS form Form 8594, filed by if applicable) on the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event basis of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Final Purchase Price Price, determined as provided in this Section 3.4, and neither party shall thereafter take a Tax Return position or any other position for applicable Tax purposes that is inconsistent with such allocation unless otherwise required pursuant to a final “determination” as defined in Section 1313 of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsCode.

Allocation of Purchase Price. Seller (a) The Parties acknowledge and Purchaser agree that a portion of the Unadjusted Purchase Price shall be allocated to and among the shares Purchased Interests of capital stock of the Acquired Subsidiaries PolyOne Vinyl Compounds Asia Holdings Limited as set forth on Section 2.12 of the Disclosure Schedule 3.3 hereof(the “Chinese Purchase Price”). Seller and Purchaser agree that the remaining will provide a statement setting forth its good-faith estimate of an allocation of a portion of the Unadjusted Purchase Price less the Chinese Purchase Price (the “Non-U.S. Purchase Price”) to the Purchased Interests (other than the Purchased Interests of PolyOne Vinyl Compounds Asia Holdings Limited) (the “Purchased Interests Allocation”) to Purchaser not less than 30 days prior to the Closing Date. The Parties shall cooperate in good faith to resolve any disputes raised by Purchaser within 15 days of Purchaser’s receipt of the estimated Purchased Interests Allocation and the Parties shall revise the estimated Purchased Interests Allocation prepared by Seller to reflect all non-disputed items and the Parties shall rely on such estimated Purchased Interests Allocation on the Closing Date. (b) Within the later of 180 days after the Closing Date or 90 days after the date that the Final Post-Closing Statement has become final and binding, Seller shall prepare and deliver to Purchaser a draft of an allocation statement (the “Allocation Statement”) setting forth Seller’s proposed (1) final Purchased Interests Allocation and (2) allocation of the Purchase Price less the Non-U.S. Purchase Price (the “U.S. Purchase Price”) (and any other relevant amounts treated as consideration for applicable Tax purposes) among the Purchased Assets (including other than the amount Purchased Interests) (and to the extent applicable, the rights granted to Purchaser under the IP License Agreement) and, with respect to each Purchased Entity that is disregarded as a separate entity for U.S. federal income tax purposes, Seller’s proposed allocation of the Assumed LiabilitiesNon-U.S. Purchase Price that is allocable to the Purchased Interests of such Purchased Entity (and any other relevant amounts treated as consideration for applicable Tax purposes) will be allocated among the assets of such Purchased Assets and Entity. The Allocation Statement (including, for the covenants avoidance of Parent and Seller included herein within 60 Business Days after doubt, Seller’s draft of the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to Allocation Statement) shall be bound by such allocation. Such allocation shall comply prepared in accordance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (and the "Code"), and Treasury Regulations promulgated thereunder. Subject Purchaser shall have 45 days after receipt of the draft Allocation Statement to submit to Seller a written notice of objection, setting forth in reasonable detail the requirements of any applicable tax law, all Tax Returns basis for such objection and reports including, without limitation, IRS form 8594, filed by the Purchaser Purchaser’s proposed final Purchased Interests Allocation and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted U.S. Purchase Price (and any other relevant amounts treated as consideration for applicable Tax purposes) among the Purchased Assets (other than the Purchased Interests) (and to the extent applicable, the rights granted to Purchaser under the IP License Agreement) or, with respect to each Purchased Entity that is disregarded as a separate entity for U.S. federal income tax purposes, Purchaser’s proposed allocation of the Non-U.S. Purchase Price that is allocable to the Purchased Interests of such Purchased Entity (and any other relevant amounts treated as consideration for applicable Tax purposes) among the assets of such Purchased Entity. If Purchaser does not timely submit such a notice of objection, then the draft Allocation Statement as prepared by Seller shall become final and binding on the Parties. If Purchaser does timely submit such a notice of objection, then Seller and Purchaser shall negotiate in good faith to resolve the dispute. If Purchaser and Seller - 33 - are unable to resolve any such dispute within the 45 day period following Seller’s receipt of Purchaser’s notice of objection, then Purchaser and Seller shall submit all unresolved disputed items to the Independent Accounting Firm (or, if the Independent Accounting Firm is not available or otherwise unwilling or unable to resolve the dispute, another nationally recognized independent public accounting firm mutually agreeable to the Parties) in a manner consistent with the procedures set forth in Section 2.10(c). To the extent amounts paid to any member of the Seller Group (or by Purchaser or any of its Affiliates) on the Closing Date are not equal to the portion of the Purchase Price allocated to such member of the Seller Group (or to the stock, assets, or rights acquired by Purchaser or such Affiliate) in the Allocation Statement (the “Allocated Purchase Price”), and to the extent it is necessary for Tax purposes in any relevant jurisdiction to reflect the appropriate amount of Purchase Price paid in accordance with the Allocated Purchase Price, the Parties shall and shall cause their respective Affiliates to take all necessary actions to refund, repay and redistribute as promptly as reasonably practicable any amounts paid to any member of the Seller Group (or by Purchaser or any of its Affiliates) in excess of such member of the Selling Group’s (or Purchaser’s or such Affiliate’s) Allocated Purchase Price, such that, after giving effect to any such refunds, repayments and redistributions, the amounts received by each member of the Seller Group (or paid by Purchaser or any of its Affiliates) shall be equal to such member of the Selling Group’s (or Purchaser’s or such Affiliate’s) Allocated Purchase Price, provided that no Party (or its Affiliates) will be required to take any such actions to refund, repay or redistribute such amounts to the extent such action would reasonably be expected to result in an adverse Tax consequence to any Party (or its Affiliates) in excess of the amount of Taxes that would have resulted if the Purchase Price had been paid appropriately in the first instance according to the Allocated Purchase Price. (c) The Chinese Purchase Price and the Allocation Statement, as finally determined pursuant to this Section 2.12 shall be final and binding on the Parties and the Parties will not, nor will they cause or permit their Affiliates to, take any position inconsistent with the Chinese Purchase Price or the Allocation Statement on any Tax Return or before any taxing authority, except as otherwise required by applicable Law. Furthermore, Seller and Purchaser shall cooperate in the filing of any forms (including IRS Form 8594 or any similar form) required to be filed, including any amendments to such form required to be filed pursuant to applicable Law. (d) Notwithstanding anything to the contrary in this Agreement, the Parties hereby agree that (i) the purchase of PolyOne Canada, PolyOne Manufacturing S.á x. x., and PolyOne Mexico shall be treated for U.S. federal income tax purposes as the purchase and sale of the assets held by each of those entities on the Closing Date and (ii) the purchase and sale of the Purchased Assets and the Assumed Liabilities shall be referred treated for resolution U.S. federal income tax purposes as a taxable asset purchase on the Closing Date. The Parties shall not, nor shall they cause or permit their Affiliates to, take any position inconsistent with such tax treatment on any Tax Return or before any taxing authority, except pursuant to the Accountants, and the fees and expenses a determination as defined under Section 1313 of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsCode.

Allocation of Purchase Price. Seller and Purchaser (a) The Parties hereto will agree that to allocate the Unadjusted Estimated Purchase Price over all of the assets and liabilities of the Book as of the Closing Date, pursuant to this Section 2.6. Within ten (10) days after the date on which the Final Book Value is definitively determined pursuant to Section 2.10, the Purchaser shall prepare and deliver (with reasonable assistance as requested from the Seller Parties) to the Seller Parties, an allocation schedule allocating the Estimated Purchase Price in a manner consistent with the relative fair market value of the Transferred Assets and Assumed Liabilities transferred as part of the Book (the “Proposed Allocation Schedule”). Each Seller will have twenty (20) Business Days following delivery of the Proposed Allocation Schedule during which to notify the Purchaser and each other Party in writing (an “Allocation Notice of Objection”) of any objections to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of its objections. If no Seller delivers an Allocation Notice of Objection in accordance with this Section 2.6(a), the Proposed Allocation Schedule shall be allocated to conclusive and among binding on all Parties and shall become the shares “Final Allocation Schedule”. If any Seller submits an Allocation Notice of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets Objection, then (including the amount of the Assumed Liabilitiesi) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 for twenty (20) Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by date the Purchaser and receives the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event Allocation Notice of any purchase price adjustment hereunderObjection, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller Parties will use commercially reasonable efforts to cause agree on the Accountants allocations and (ii) failing such agreement within twenty (20) Business Days of such notice, the matter will be resolved in accordance with Section 2.6(b). (b) If the Parties have not agreed on the Final Allocation Schedule within twenty (20) Business Days after delivery of an Allocation Notice of Objection, then the Parties shall each have the right to render deliver notice to the other Party (the “Allocation Dispute Notice”) of its intent to refer the matter for resolution to the Accounting Expert. The Parties will each deliver to the other and to the Accounting Expert a notice setting forth in reasonable detail their decision proposed allocations. Within thirty (30) Business Days after receipt thereof, the Accounting Expert will deliver the Final Allocation Schedule and provide a written description of the basis for its determination of the allocations therein; provided, that if the Accounting Expert requests a hearing before making a determination, such hearing shall be held within twenty (20) Business Days of the Parties’ delivery of their respective proposed allocations and the delivery of the Final Allocation Schedule shall be made within ten (10) Business Days of such hearing. The fees and expenses of the Accounting Expert shall be apportioned among the Parties as soon the Accounting Expert shall determine; provided, that the Purchaser shall not bear any fees and expenses attributable to a disparity between the positions of the Sellers. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return), subject to any Legal Requirement to the contrary. The Parties will revise the allocation to the extent necessary to reflect any payment made pursuant to Section 2.10(d). In the case of any such payment, the Purchaser shall promptly prepare and deliver (with reasonable assistance as reasonably practicable, including without limitation by promptly complying with all reasonable requests by requested from the Accountants for information, books, recordsSellers) to the Sellers a revised allocation, and similar itemsthe Parties shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision. (d) If an allocation of the Purchase Price attributable to a Transferred Asset is required at a time, or to a level of detail, which is not practicable in accordance with the above procedure (including for the purposes of any Transfer Tax or VAT), the Purchaser and the Seller Parents shall cooperate to agree such allocation in a timely manner by reference to the fair market value of the relevant asset.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilitiesa) will be allocated among the Purchased Assets and the covenants of Parent Buyer and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to 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 Sections 1060 and 338 of the Code 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 Disclosure Letter (the “Allocation Schedule”), and shall be the Allocation. (c) Buyer shall raise any objection (so long as such objection is reasonable) to the Proposed Allocation in writing within forty-five (45) 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 Buyer’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 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 independent appraisal firm shall be borne equally by Buyer and Seller. (e) The Allocation shall be amended to reflect any adjustments (including those described in Section 2.04) to the Purchase Price under this Agreement. If, after 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 prepare and file its Tax Returns (including Internal Revenue Service Form 8594) on a basis consistent with the Allocation and shall take no position inconsistent with the Allocation on any Tax Return or in any proceeding before any Taxing Authority or otherwise. 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 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 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) To the extent that the amounts paid to any Selling Affiliate on the Principal Closing Date are not equal to the portion of the Purchase Price allocated to such Selling Affiliate in the Allocation (with respect to any Selling Affiliate, the “Allocated Purchase Price”), the parties shall and shall cause the Accountants their respective Affiliates to render their decision take all necessary actions to refund, repay and redistribute as soon promptly as reasonably practicablepracticable any amounts paid to any Selling Affiliate in excess of such Selling Affiliate’s Allocated Purchase Price, including without limitation such that, after giving effect to any such refunds, repayments and redistributions, the amounts received by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemseach Selling Affiliate shall be equal to such Selling Affiliate’s Allocated Purchase Price.

Allocation of Purchase Price. Buyer and Seller and Purchaser agree that the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed LiabilitiesLiabilities (plus other relevant items) will shall be allocated among the Purchased Assets for all purposes (including Tax and financial accounting) as shown on the covenants allocation schedule (the “Allocation Schedule”). A draft of Parent and Seller included herein within 60 Business Days after the Closing Date Allocation Schedule shall be prepared by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply Buyer consistent with Section 1060 of the Internal Revenue Code and delivered to Seller within sixty (60) days of 1986the Closing Date. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Allocation Schedule within thirty (30) days of receiving the Allocation Schedule, as amended (the "Code")Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Treasury Regulations promulgated thereunder. Subject Xxxxx are unable to resolve any dispute with respect to the requirements of any applicable tax lawAllocation Schedule within one hundred twenty (120) days following the Closing Date, all Tax Returns and reports including, without limitation, IRS form 8594, filed such dispute shall be resolved by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary theretoIndependent Accountant. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the The fees and expenses of the Accountants will Independent Accountant shall be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed borne equally by Seller and PurchaserXxxxx. Buyer, respectivelySeller and their respective Affiliates shall report, act and file all Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the 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 the Allocation Schedule, unless required to do so by 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 revised Allocation Schedule reflecting such adjustment. In the allocation determined by the Accountants event that a revised Allocation Schedule is required to be appropriate). Each prepared, it shall be subject to review and resolution of Purchaser and Seller will use commercially reasonable efforts to cause timely raised disputes in the Accountants to render their decision same manner as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsinitial Allocation Schedule.

Allocation of Purchase Price. (a) Within one hundred twenty (120) days following the Closing, Purchaser will prepare and deliver to Seller and Purchaser agree that the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock an allocation of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining cash portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated and all other Taxable consideration among the Purchased Assets for all purposes (including Tax and financial accounting) (the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller“Purchase Price Allocation Schedule”), and Purchaser and Seller agree with such allocation to be bound by such allocation. Such allocation shall comply in accordance with Section 1060 of the Internal Revenue Code of 1986to the extent applicable thereto and filed on IRS Form 8594, as amended applicable) and the allocation principles set forth on Schedule 2.4 hereto (the "Code"“Allocation Principles”), and Treasury Regulations promulgated thereunder. Subject Seller shall have a period of thirty (30) days after the delivery of the Purchase Price Allocation Schedule to present in writing to Purchaser notice of any objections that the Seller may have to the requirements of any applicable tax lawallocations set forth therein. Unless Seller timely objects, all Tax Returns and reports includingsuch Purchase Price Allocation Schedule shall be binding on the Parties, without limitationfurther adjustment. If Seller timely objects, IRS form 8594Purchaser shall consider in good faith all reasonable comments from Seller; provided that if after thirty (30) days, filed by the Seller and Purchaser are unable to agree, then Purchaser and Seller may, for any purpose, take inconsistent positions with respect to the Seller shall be prepared consistently with such allocation and Purchase Price Allocation Schedule, provided that neither the Purchaser nor the Seller shall take any position inconsistent with the Allocation Principles for any purpose. If Seller does not object to the Purchase Price Allocation Schedule, or Purchaser and Seller are able to resolve any differences within the thirty (30)-day period described above, the Parties agree to (a) prepare and file, or cause to be prepared and filed, each of their respective Tax Returns on a basis consistent with such Purchase Price Allocation Schedule (as the same may have been revised by the foregoing procedures) and (b) unless otherwise required by Law, take no position contrary theretoinconsistent 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. In Each Party shall provide the event other with written notice of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree audit or other Legal Proceeding related to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price and other Taxable consideration as reported under this Section 2.4. (b) Seller acknowledges and agrees that the amount of the Purchased Assets Purchase Price and the Assumed Liabilities shall be referred for resolution other Taxable consideration allocated to the Accountants, and the fees and expenses non-solicitation covenants set forth in Section 6.5 does not represent liquidated damages for a breach of the Accountants will be shared by Purchaser provisions of such covenants. Seller hereby waives and Seller agrees not to assert any claim or defense that the amount of the Purchase Price allocated to the non-solicitation covenants set forth in Section 6.5 represents: (i) liquidated damages; (ii) an adequate damages remedy for breach of such proportions as covenants that would prevent or preclude the Accountants determine and deem entry of an order for specific performance or injunctive or other equitable relief in accordance with the respective provisions of such covenants; or (after taking into account, among other matters, iii) inadequate consideration to support enforcement of the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each provisions of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemssuch covenants.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted The Purchase Price allocated to each Seller Entity in accordance with Schedule 2.1(c) shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be further allocated among the Purchased Acquired Assets transferred and sold by such Seller Entity as determined by Parent in accordance with Code Section 1060 (and any similar provisions of state or local Law, as appropriate) and shall be set forth in a schedule delivered by the covenants of Parent and to the Seller included herein Entities within 60 Business Days after one hundred twenty (120) days following the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and (the “Proposed Allocation Schedule”). The Seller agree Entities shall have an opportunity to be bound by such allocation. Such allocation shall comply with Section 1060 review the Proposed Allocation Schedule for a period of thirty (30) days after the receipt of the Internal Revenue Code Proposed Allocation Schedule. If the Seller Entities disagree with any aspect of 1986the Proposed Allocation Schedule, as amended the Seller Entities shall notify the Parent, in writing, prior to the end of such thirty (the "Code"30)-day period (an “Allocation Dispute Notice”), and Treasury Regulations promulgated thereundersetting forth Seller Entities’ proposed allocation of the Purchase Price. Subject If the Seller Entities do not deliver to the requirements of any applicable tax lawParent an Allocation Dispute Notice within such thirty (30)-day period, all Tax Returns the Parent’s Proposed Allocation Schedule shall be final and reports includingbinding on the parties. If the Seller Entities deliver an Allocation Dispute Notice to the Parent, without limitation, IRS form 8594, filed by the Purchaser Parent and the Seller Entities shall be prepared consistently with negotiate in good faith to resolve any such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunderdispute; provided, the Purchaser (and the H&C Assigneeshowever, as the case may be) that if Parent and the Seller agree Entities are unable to adjust resolve any such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding dispute within thirty (30) days following the allocation delivery of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities Allocation Dispute Notice, then such dispute shall be referred for resolution resolved by an independent public accounting firm mutually agreeable to Parent, on the Accountantsone hand, and the Seller Entities, on the other hand (the “Dispute Accounting Firm”). The fees and expenses of the Accountants will Dispute Accounting Firm shall be shared borne equally by Purchaser the Seller Entities and Seller in such proportions as the Accountants determine and deem equitable (after taking into accountParent. Buyer, among other mattersParent, the difference between Seller Entities and their respective Affiliates shall file all Tax Returns (including IRS Form 8594) consistent with the final allocation proposed by Seller and Purchaser, respectively, and of the allocation Purchase Price determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon hereunder (as reasonably practicableadjusted to account for events occurring after the determination of the final allocation of the Purchase Price) and none of Buyer, including without limitation Parent, the Seller Entities or their respective Affiliates shall take any Tax position inconsistent with the final allocation of the Purchase Price determined hereunder unless required to do so by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsa change in applicable Laws or a good faith resolution of a Tax contest.

Allocation of Purchase Price. Seller and Purchaser agree that (a) No later than sixty (60) calendar days after the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock final determination of the Acquired Subsidiaries as Adjusted Payment Amount in accordance with the procedures set forth on Schedule 3.3 hereof. in Section 3.3, Seller shall prepare and deliver to Purchaser agree that a draft of a statement setting forth the remaining portion allocation of the Unadjusted Purchase Price Price, the Assumed Liabilities and any other liability or other amount of the Purchased Assets (including consideration that is properly included in the amount of realized by Seller or cost basis to Purchaser with respect to the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply P&A Transaction in accordance with Section 1060 of the Internal Revenue Code (the “Draft Allocation Statement”). If, within thirty (30) calendar days of 1986the receipt of the Draft Allocation Statement, Purchaser shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as amended (the "Code"), and Treasury Regulations promulgated thereunderdefined below. Subject If Purchaser objects to the requirements of any applicable tax lawDraft Allocation Statement in writing within such thirty (30) calendar-day period, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and neither Seller. The allocation of the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assigneestotal consideration, as the case may be) agreed upon by Purchaser and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required (as a result of such purchase price adjustment. Any disputes regarding either Purchaser’s failure to object to the allocation Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities “Final Allocation Statement”), shall be referred for resolution to final and binding upon the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate)parties. Each of Purchaser and Seller will use commercially reasonable efforts shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (a) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Accountants Final Allocation Statement. Except as otherwise required pursuant to render their decision a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as soon as reasonably practicable, including without limitation to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by promptly complying with all reasonable requests by reference to the Accountants for information, books, records, and similar itemsitem or items to which such adjustment is attributable.

Allocation of Purchase Price. Seller and Purchaser (a) The parties agree that the Unadjusted Purchase Price purchase of assets under this Agreement is intended to be and shall be allocated treated for federal income Tax purposes as an “applicable asset acquisition” within the meaning of Section 1060 of the Code. The parties agree to allocate, in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code, the aggregate consideration paid by Buyer (consisting of the Purchase Price, as adjusted, the Assumed Liabilities, and all other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes (the “Total Tax Consideration”)) among the shares of capital stock of Purchased Assets. Such allocation shall be made in a manner consistent with the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price fair market values of the Purchased Assets as are agreed between the parties. Seller and Buyer shall complete an allocation schedule (including the amount “Allocation Schedule”) by April 15, 2006, which shall set forth the fair market values of the Assumed Liabilities) will be allocated Purchased Assets that the parties agree to use in making such allocation. Buyer shall deliver to the Seller a statement containing Buyer’s proposed allocation of the Total Tax Consideration among the Purchased Assets (the “Allocation Statement”) and a draft IRS Form 8594 as proposed to be included by Buyer with its Tax Return for the covenants taxable year of Parent the Closing. Within thirty (30) days after receipt of the Allocation Statement, Seller shall review and comment on the Allocation Statement, and provide to Buyer a draft IRS Form 8594 proposed to be included by Seller included herein within 60 Business Days after in its Tax Return for the Closing Date taxable year of the Closing. The parties agree that: (i) such allocation will be agreed upon in an arm’s length negotiation; (ii) they shall cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to such allocation; and (iii) they shall promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to such allocation. Notwithstanding the foregoing, if the parties fail to agree upon an allocation, the parties shall submit the matter to a jointly-retained third-party independent accounting firm for determination, which shall be final and binding on the parties. The cost and expenses of such third-party independent accounting firm shall be borne equally by mutual agreement between Purchaser Buyer and Seller, and Purchaser . (b) Buyer and Seller agree to (i) be bound by such allocation. Such allocation shall comply the Allocation Schedule and Allocation Statement, (ii) act in a manner consistent with Section 1060 the Allocation Schedule and Allocation Statement as finally agreed between the parties in filing of the Internal Revenue Code of 1986, as amended all state and United States federal income tax returns (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594filing their Forms 8594 with their United States federal income Tax Returns for the taxable year that includes the Closing Date), filed by the Purchaser (iii) jointly amend such Allocation Statement and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, Forms 8594 as the case may be) and the Seller agree to adjust such allocation required to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution adjustments to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicableTotal Tax Consideration, including without limitation by promptly complying reason of adjustments to the Purchase Price and (iv) in the course of any Tax audit, Tax review or Tax litigation relating thereto, to take no position and cause their Affiliates to take no position inconsistent with all reasonable requests the Allocation Schedule, the Allocation Statement or the Forms 8594 for any Tax purpose, without the written consent of the other party or unless specifically required pursuant to a determination by the Accountants for information, books, records, and similar itemsan applicable Tax Authority.

Allocation of Purchase Price. Seller and Purchaser agree that (a) Annexed hereto as Schedule 3.3 is an allocation of the Unadjusted Estimated Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants restrictive covenant of Parent and Seller included herein within 60 Business Days after the Closing Date Shareholder as agreed to by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocationthe parties based upon the Estimated Purchase Price set forth in Schedule 3.3 ("Agreed Allocation of Estimated Purchase Price"). Such allocation shall comply The Purchase Price as finally determined in accordance with Section 1060 1.2 shall be allocated by agreement of the Internal Revenue Code parties within thirty (30) days thereof, in accordance with the character of 1986each such adjustment, as amended on a basis consistent with the Agreed Allocation of Estimated Purchase Price (the "CodeFinal Allocation")) provided, however, if they cannot so agree, then such dispute shall be submitted to the Firm for determination as if it were a Price Dispute. (b) The Shareholder and the Purchaser agree to follow the Agreed Allocation of Estimated Purchase Price and the Final Allocation, when completed, for all purposes, including any federal, foreign, state, county or local income and franchise tax return filed by them subsequent to the Closing Date, and Treasury Regulations promulgated thereunder. Subject to including the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed determination by the Purchaser Shareholder and the Seller shall be prepared consistently with such allocation and neither Selling Companies of taxable gain or loss on the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price sale of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to determination by the AccountantsPurchaser of its tax basis in the Purchased Assets. (c) The Shareholder, the Selling Companies and the fees Purchaser each covenants and expenses warrants: (i) that in no tax return hereafter filed by it, or any of its successors or assigns, will it or any of its successors or assigns, treat the allocation of the Accountants aggregate consideration paid hereunder for the Purchased Assets and the restrictive covenant of the Shareholder inconsistently with that set forth in this Section; and (ii) that in no tax audit, tax examination, tax review or tax litigation will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into accountit, among other mattersor any of its successors or assigns, the difference between claim or assert that the allocation proposed by Seller and Purchaser, respectively, of the aggregate consideration paid hereunder for the Purchased Assets and the restrictive covenant of the Shareholder should be inconsistent with that set forth in this Section; provided, however, that the foregoing shall not be construed to prevent any of the parties from settling with the Internal Revenue Service if it challenges the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision on such terms as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsa party may negotiate in its complete discretion.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted The Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including taking into account any adjustments thereto), plus the amount of the Assumed Liabilities) will Liabilities and Assumed Debt included in the amount realized on the sale of the Acquired Assets for United States federal income tax purposes, shall be allocated among the Purchased Acquired Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply in accordance with Section 1060 of the Internal Revenue Code (or any comparable provision of 1986state, local or foreign Legal Requirements) and commercially reasonable valuation and allocation methods currently applicable to the fuel-grade ethanol industry. Buyer will retain, at its cost, Xxxxxxx Associates Appraisal Services as amended a third party appraiser to value the individual assets comprising the Acquired Assets that are Class V assets, Class I through IV assets shall be valued at their respective GAAP net book value, and any remaining Purchase Price will be allocated to Class VI and VII accordingly, and Buyer shall prepare a statement setting forth the foregoing allocations (the "CodeAllocation Statement")) based on the final valuation report issued by such third-party appraiser and the foregoing allocation methods. Buyer shall deliver the Allocation Statement to Seller within ten (10) days of completion of same, which shall be binding on Seller, unless Seller delivers Buyer a written statement setting forth Seller's objections and Treasury Regulations promulgated thereunderthe basis therefor within ten (10) days of delivery of the Allocation Statement. Subject If Seller delivers an objection statement within such period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days. Buyer, Seller and their respective Affiliates shall report the requirements purchase and sale of the Acquired Assets on all relevant Tax Returns, including IRS Form 8594 and any applicable tax lawamendments thereto, all consistent with the Allocation Statement. Neither Buyer nor Seller shall take any position (whether in audits, Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently or otherwise) that is inconsistent with such allocation and neither unless required to do so by Legal Requirements or pursuant to a "determination" within the Purchaser nor the Seller shall take a position contrary thereto. In the event meaning of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may beSection 1313(a) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price Code (or any comparable provision of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountantsstate, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriatelocal or foreign Legal Requirements). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar items.

Allocation of Purchase Price. Seller (a) 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 Purchaser 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 Unadjusted Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including plus the amount of the Assumed Liabilities) will 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 covenants Country-By-Country Allocation. Within twenty (20) days of Parent and Seller included herein within 60 Business Days after determination of the Final Closing Date by mutual agreement between Purchaser and SellerNew Working Capital, and Purchaser and Seller agree 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 bound by such allocation. Such allocation shall comply with Section 1060 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 delivery of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject Allocation Schedule to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary theretoSellers. In the event of any purchase price adjustment hereundersuch objection, Buyer and Sellers shall negotiate in good faith to resolve such dispute; provided, however, that if Buyer and Sellers are unable to resolve any dispute with respect to the Purchaser Allocation Schedule within thirty (30) days after notification of any objection(s) to the Allocation Schedule, Sellers and Buyer shall engage the H&C AssigneesIndependent Accountants to resolve the objection. The fees, as expenses and costs of such Independent Accountants shall be borne equally by Buyer and Sellers. The decision of the case may be) Independent Accountants shall be final, conclusive and binding on Buyer and Sellers for purposes of the Seller agree to adjust such allocation to reflect such purchase price adjustment Allocation Schedule. Buyer and to Sellers each shall prepare and file consistently any all tax returns and reports includingstatements, without limitationforms and schedules in a manner consistent with the terms of this Agreement and the Allocation Schedule, including IRS form Form 8594, required as a result of . Buyer and Sellers will take no position with any Tax authorities inconsistent with such purchase price adjustmentallocation. Any disputes regarding adjustments to the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities pursuant to Section 2.6 herein shall be referred for resolution to allocated in a manner consistent with the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsAllocation Schedule.

Allocation of Purchase Price. (a) Within one hundred twenty (120) days following the Closing, Purchaser will prepare and deliver to each Seller and Purchaser agree that the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock an allocation of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller Closing Cash Payment, the Stock Consideration, and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated all other Taxable consideration among the Purchased Assets that Purchaser acquired from such Seller for all purposes (including Tax and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Sellerfinancial accounting) (each, and Purchaser and Seller agree a “Purchase Price Allocation Schedule”), with such allocation to be bound by such allocation. Such allocation shall comply in accordance with Section 1060 of the Internal Revenue Code of 1986to the extent applicable thereto and filed on IRS Form 8594, as amended applicable, and the allocation principles set forth on Schedule 2.4 hereto (the "Code"“Allocation Principles”), and Treasury Regulations promulgated thereunder. Subject Each Seller shall have a period of thirty (30) days after the delivery of a Purchase Price Allocation Schedule to present in writing to Purchaser notice of any objections that such Seller may have to the requirements allocations set forth therein. Unless a Seller timely objects to the Purchase Price Allocation Schedule delivered to it, such Purchase Price Allocation Schedule shall be binding on the Parties, without further adjustment. If a Seller timely objects to the Purchase Price Allocation Schedule delivered to it, Purchaser shall consider in good faith all reasonable comments from such Seller; provided, that if after thirty (30) days, the Seller and Purchaser are unable to agree, then Purchaser and Sellers may, for any purpose, take inconsistent positions with respect to such Purchase Price Allocation Schedule, provided, that neither Purchaser nor Sellers shall take any position inconsistent with the Allocation Principles for any purpose. If a Seller does not object to the Purchase Price Allocation Schedule delivered to it, or Purchaser and a Seller are able to resolve any differences within the thirty (30) day period described above, the Parties agree to (a) prepare 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 applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree audit or other Legal Proceeding related to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted 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 Schedule to reflect any adjustments to the Purchase Price for Tax purposes (including any recovery from the Holdback Consideration as contemplated in Section 7.7) in accordance with the Allocation Principles. (b) Each Seller and Equityholder acknowledges and agrees that the amount of the Purchased Assets Purchase Price and the Assumed Liabilities shall be referred for resolution other Taxable consideration allocated to the Accountants, non-competition and the fees and expenses non-solicitation covenants set forth in Section 6.10 does not represent liquidated damages for a breach of the Accountants will be shared by Purchaser provisions of such covenants. Sellers hereby waive and Seller agree not to assert any claim or defense that the amount of the Purchase Price allocated to the non-competition and non-solicitation covenants set forth in Section 6.10 represents: (i) liquidated damages; (ii) an adequate damages remedy for breach of such proportions as covenants that would prevent or preclude the Accountants determine and deem entry of an order for specific performance or injunctive or other equitable relief in accordance with the respective provisions of such covenants; or (after taking into account, among other matters, iii) inadequate consideration to support enforcement of the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each provisions of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemssuch covenants.

Allocation of Purchase Price. (a) Seller and Purchaser Buyer agree that the Unadjusted Base Purchase Price shall be allocated to and among the shares of capital stock of Project Companies for Tax purposes in accordance with the Acquired Subsidiaries as allocation set forth on Schedule 3.3 hereof. Seller and Purchaser agree that 2.7 (the remaining portion of the Unadjusted “Base Purchase Price of the Purchased Assets Allocation Schedule”). (including the amount of the Assumed Liabilitiesb) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Within 30 Business Days after the Closing Date by mutual agreement between Purchaser determination of the Adjusted Net Working Capital and SellerMajor Maintenance Amount, in each case as of the Closing, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 the determination of the Internal Revenue Code 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 1986the Purchase Price among the Purchased Assets, as amended 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 "Code"“Purchase Price Allocation Schedule”). Within 30 Business Days after its receipt of Buyer’s proposed Purchase Price Allocation Schedule, and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall propose to Buyer any changes thereto or otherwise shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary deemed to have agreed thereto. In the event of any purchase price adjustment hereunderthat Seller proposes changes to Buyer’s proposed Purchase Price Allocation Schedule within the 30 Business Day period described above, the Purchaser Seller and Buyer shall cooperate in good faith to mutually agree upon a Purchase Price Allocation Schedule as soon as practicable. (c) Seller and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, Buyer each shall prepare an IRS form Form 8594, required as a result of such purchase price adjustment. Any disputes regarding “Asset Acquisition Statement Under Section 1060”, consistent with the allocation of the Unadjusted Base Purchase Price of Allocation Schedule and any Purchase Price Allocation Schedule mutually agreed upon pursuant to Section 2.7(b), which the Purchased Assets and Parties shall use to report the Assumed Liabilities shall be referred for resolution transactions contemplated by this Agreement to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate)applicable Taxing Authorities. Each of Purchaser Seller and Seller will use commercially reasonable efforts Buyer agrees to cause provide the Accountants other promptly with any other information required to render their decision as soon as reasonably practicablecomplete 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 without limitation by promptly complying any indemnification payments (which shall be treated for Tax purposes as adjustments to the Purchase Price), in accordance with all reasonable requests by the Accountants for information, books, records, provisions of section 1060 of the Code and similar itemsthe Treasury Regulations thereunder.

Allocation of Purchase Price. Not later than 90 days after the Closing, Seller and shall deliver to Purchaser agree that a statement (the Unadjusted “Allocation Statement”), allocating the Purchase Price shall be allocated to and among (plus the shares of capital stock liabilities of the Acquired Company and the Acquired Subsidiaries as to the extent properly taken into account under Section 1060 of the Code) among the Assets and the Equity Interests in the Acquired Subsidiaries in accordance with Section 1060 of the Code. If, within 30 days after the delivery of the Allocation Statement, Purchaser notifies Seller in writing that Purchaser objects to the allocation set forth in the Allocation Statement, Purchaser and Seller shall use Commercially Reasonable Efforts to resolve such dispute within 30 days. In the event that Purchaser and Seller are unable to resolve such dispute within 30 days, Purchaser and Seller shall jointly retain KPMG LLP (the “Tax Allocation Referee”) to resolve the disputed items. Notwithstanding anything to the contrary herein, Purchaser and Seller (and the Tax Allocation Referee, if applicable) shall resolve all disputed items no later than thirty (30) days after retaining the Tax Allocation Referee. Upon resolution of the disputed items, the allocation reflected on Schedule 3.3 hereofthe Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses payable to the Tax Allocation Referee shall be split equally between Purchaser and Seller. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets to (including the amount of the Assumed Liabilitiesa) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply the Allocation Statement and (b) act in accordance with Section 1060 the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing Form 8594 with a federal income Tax Return for the taxable year that includes the date of the Internal Revenue Code Closing) except as otherwise required by applicable Law. Neither Purchaser nor Seller shall agree to any proposed adjustment to the Allocation Statement by any Taxing authority without first giving the other Party prior written notice; 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 1986, as amended (the "Code")Allocation Statement, and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the neither Purchaser and the nor Seller shall be prepared consistently with required to litigate before any court any proposed deficiency or adjustment by any Taxing authority challenging such allocation and neither the Purchaser nor the Seller shall take a position contrary theretoAllocation Statement. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution Not later than 30 days prior to the Accountantsfiling of their respective Forms 8594 relating to this transaction, and each Party shall deliver to the fees and expenses other Party a copy of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsits Form 8594.

Allocation of Purchase Price. (a) Within 180 days after the Closing Date, CompuCredit will deliver to Seller a statement (the "Allocation Statement") setting forth its proposed allocation of the total consideration among the Acquired Assets. If within thirty (30) days after Seller's receipt of the draft Allocation Statement, Seller shall not have objected in writing to such draft Allocation Statement, the draft Allocation Statement shall become the Allocation Statement. In the event that Seller objects in writing within such thirty (30) day period, it shall notify Purchaser and CompuCredit (in such written notice) of such disputed item (or items) and the basis for its objection, and Seller and Purchaser agree CompuCredit shall act in good faith to resolve any such dispute within thirty (30) days. If Seller and CompuCredit are unable to reach an agreement within thirty (30) days, the dispute shall be resolved and the Allocation Statement shall be determined by the Accountants in accordance with Section 3.9. (b) The Allocation Statement will be prepared in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder; provided that the Unadjusted Purchase Price no amount shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets any non-compete or non-solicitation agreement. (including the amount of the Assumed Liabilitiesc) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and SellerCompuCredit, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding report the allocation of the Unadjusted Purchase Price total consideration among the Acquired Assets in a manner consistent with the Allocation Statement and agree to act in accordance with the Allocation Statement in the preparation and filing of all Tax Returns (including filing Form 8594 with their respective federal income Tax Returns for the Purchased Assets taxable year that includes the Closing Date and any other forms or statements required by the Assumed Liabilities shall be referred for resolution to the AccountantsCode, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other mattersTreasury regulations, the difference between Internal Revenue Service or any applicable state or local Tax authority) and in the allocation proposed by course of any Tax audit, Tax review or Tax litigation relating thereto; provided that CompuCredit, Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will shall use commercially reasonable efforts to cause uphold the Accountants allocation of the total consideration among the Acquired Assets as set forth in the Allocation Statement in the event that such allocation is challenged by any Governmental Authority. (d) CompuCredit, Purchaser and Seller will promptly inform one another of any challenge by any Governmental Agency to render their decision as soon as reasonably practicable, including without limitation by promptly complying any allocation made pursuant to this Section 3.11 and agree to consult and keep one another informed with all reasonable requests by respect to the Accountants for information, books, recordsstatus of, and similar itemsany discussion, proposal or submission with respect to, such challenge.

Allocation of Purchase Price. Seller BXXX and Purchaser Eton shall use diligent efforts to agree that upon a schedule (the Unadjusted Purchase Price shall be allocated to and among “Allocation Schedule”) setting forth the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price respective values of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply consistent with Section 1060 of the Internal Revenue Code (and any similar provisions of 1986state, local or foreign Law, as amended (the "Code"appropriate), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller which shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding used for Tax purposes for the allocation of the Unadjusted Purchase Price and any additional consideration among the Purchased Assets. Within [* * *] after the Closing, BXXX shall provide to Eton a proposed Allocation Schedule. Eton shall have the right to review and raise any objections in writing to the Allocation Schedule during the [* * *] period after its receipt thereof. If BXXX disagrees with respect to any material item in the Allocation Schedule, the parties shall negotiate in good faith to resolve the dispute. BXXX and Eton covenant and agree to report for Tax purposes the allocation of such Purchase Price and additional consideration among the Purchased Assets in a manner entirely consistent with the Allocation Schedule and agree to act in accordance with such Allocation Schedule in filing all Tax returns (including filing Form 8594 with their respective federal income Tax returns for the Assumed Liabilities Taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto. BXXX and Eton hereby agree, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, to be bound by the Allocation Schedule, to file all Tax returns (including IRS Form 8594 and any supplemental or amended IRS Form 8594) in accordance with the Allocation Schedule, and not to take any position inconsistent with the Allocation Schedule in the course of any tax audit, review, examination or other administrative or judicial proceeding. The Allocation Schedule shall be referred adjusted in accordance with the procedure set forth in Section 5.8 to account for resolution any adjustments to the AccountantsPurchase Price pursuant to Section 5, and the fees and expenses of the Accountants will be shared Section 6.7 or as otherwise contemplated by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsthis Agreement.

Allocation of Purchase Price. Seller and Purchaser agree each acknowledges and agrees that the Unadjusted Purchase Price shall be allocated to purchase and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price sale of the Purchased Assets is an “applicable asset acquisition” within the meaning of Section 1060(c) of the Code. The Closing Purchase Price (including the amount of for this purpose the Assumed LiabilitiesObligations and all other capitalized costs, as appropriate) will shall be allocated among the Purchased Assets in accordance with Section 1060(c) of the Code, and the covenants Purchaser shall prepare such allocation and deliver a copy of Parent and such allocation to Seller included herein within 60 Business Days 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 mutual agreement between 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 Sellerschedule 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 agree and Purchaser each agrees to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986Adjusted Allocation Schedule, as amended to complete jointly within one hundred fifty (150) days after the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment Closing Date and to file consistently 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 tax returns and reports includingpositions inconsistent therewith, without limitation, IRS form 8594, unless otherwise required as a result of such purchase price adjustmentby Law. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution Not later than thirty (30) days prior to the Accountantsfiling of their respective IRS Forms 8594 relating to the Catawba Mill Business, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each each of Purchaser and Seller will use commercially reasonable efforts shall deliver to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsother party a copy of its IRS Form 8594.

Allocation of Purchase Price. (a) Reasonably promptly after the Closing Date, but no later than 90 days thereafter, Purchaser will prepare and deliver to the Casa Seller and Purchaser agree that an allocation schedule setting forth the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Price, Assumed Liabilities, and any other items that are treated as consideration for applicable Tax purposes (the “Tax Consideration”) will to be allocated among the Purchased Transferred Assets, pursuant to (and to the extent necessary to comply with) Section 1060 of the Code, the applicable regulations promulgated thereunder, and any similar state, local or non-U.S. law (the “Proposed Allocation Statement”); provided, that the Parties hereby agree that such Proposed Allocation Statement shall not allocate Tax Consideration to the Irish Assets and in excess of the covenants fair market value of Parent and the Irish Assets that are tangible assets. The Casa Seller included herein within 60 will have 20 Business Days following delivery of the Proposed Allocation Statement during which to notify Purchaser in writing (an “Allocation Notice of Objection”) of any objections to the Proposed Allocation Statement, setting forth in reasonable detail the basis of its objections. If the Casa Seller submits an Allocation Notice of Objection, then for 20 Business Days after the Closing Date by mutual agreement between date that Purchaser and Sellerreceives the Allocation Notice of Objection, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Casa Seller shall be prepared consistently with will use their commercially reasonable efforts to agree on the allocations in good faith. If the Parties fail to agree within 20 Business Days of such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereundernotice, the Purchaser unresolved allocations will be submitted to an independent, nationally recognized accounting firm mutually agreeable to the Parties, which firm will be instructed to resolve any such objections within 45 Business Days after submission. The allocations determined by such accounting firm (or those on the Proposed Allocation Statement to the extent the Casa Seller fails to deliver an Allocation Notice of Objection in accordance with this Section 2.11(a)) will be conclusive and binding on all Parties for applicable income Tax purposes and will become the H&C Assignees“Final Allocation Statement”; provided, as that the case may be) and Parties hereby agree that in no event shall the Seller agree Final Allocation Statement allocate Tax Consideration to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation Irish Assets in excess of the Unadjusted Purchase Price fair market value of the Purchased Irish Assets and the Assumed Liabilities shall be referred for resolution to the Accountantsthat are tangible assets If applicable, and the fees and expenses of the Accountants such accounting firm will be shared paid by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference apportioned between the allocation proposed by Seller and Purchaser, respectively, Parties based on the aggregate dollar amount in dispute and the allocation relative recovery as determined by the Accountants to be appropriate). Each accounting firm (such that, by way of example, if the amount in dispute is $100 and it is resolved $70 in favor of the Purchaser and $30 in favor of the Casa Seller, then the Casa Seller would bear 70% of the fees and expenses of such accounting firm and Purchaser would bear 30% of the fees and expenses). (b) Except to the extent otherwise required by a “determination” within the meaning of Section 1313(a) of the Code or a similar provision of state, local or non-U.S. law, or as agreed to between the Parties as a result of any proposed assessment or reassessment by a relevant Governmental Authority, the Casa Seller and Purchaser and their respective Affiliates will use commercially reasonable efforts to cause file income Tax Returns (including IRS Form 8594) consistent with the Accountants to render Final Allocation Statement and none of the Casa Seller, Purchaser or their decision as soon as reasonably practicable, including without limitation by promptly complying respective Affiliates will take any position in connection with all reasonable requests by income Taxes that is inconsistent with the Accountants for information, books, records, and similar itemsFinal Allocation Statement.

Allocation of Purchase Price. (a) As soon as practicable after the Agreement Date, but no later than ninety (90) days thereafter, the Seller and Purchaser agree that shall submit a preliminary allocation of the Unadjusted Purchase Price shall be allocated (taking into account any Assumed Liabilities to and the extent treated as “amount realized” under applicable Law) among the shares of capital stock of Acquired Assets consistent with the Acquired Subsidiaries as arm’s length principle (the “Purchase Price Allocation”) to the Purchaser in writing (such statement, the “Preliminary Allocation Statement”). The Purchaser shall thereupon have thirty (30) days to review the preliminary Purchase Price Allocation set forth on Schedule 3.3 hereofthe Preliminary Allocation Statement and to notify the Seller in writing of any aspects thereof with which it disagrees. Seller and If the Purchaser agree that the remaining portion does not respond within thirty (30) days of receipt of the Unadjusted Preliminary Allocation Statement from the Seller, the Purchase Price Allocation provided by the Seller shall be treated as conclusive and binding on the parties hereto for all purposes hereunder. In the event of any such disagreement, the Purchased Assets (including parties shall negotiate in good faith to resolve such disagreement. If the amount of the Assumed Liabilities) will be allocated among the Purchased Assets Purchaser and the covenants of Parent and Seller included herein within 60 Business Days are unable to agree on the Purchase Price Allocation by the date that is one hundred fifty (150) days after the Closing Date by mutual agreement between Purchaser and SellerAgreement Date, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither jointly engage a third-party accountant, reasonably acceptable to both the Purchaser nor and the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunderSeller, to prepare, in its reasonable determination, the Purchase Price Allocation that shall be conclusive and binding on the parties hereto for all purposes hereunder. The Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust provide to the third-party accountant such allocation 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 reflect 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 used to make (i) the necessary determinations for VAT purposes pursuant to Section 2.3(a), and (ii) purchase price adjustment allocations necessary for statutory accounting (i.e., Korean IFRS or any other local generally accepted accounting principles) and Tax purposes. The parties agree to file consistently report the transactions contemplated hereby for any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding Tax purposes in accordance with the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsAllocation.

Allocation of Purchase Price. Seller and Purchaser agree that (a) Schedule 2.7 sets forth the Unadjusted parties’ allocation of the Estimated Purchase Price shall be allocated to (and any Transferred Liabilities that are treated as consideration for the Contributed Assets for federal income Tax purposes), based on the parties’ estimate of the components thereof as of the date hereof, among the shares Contributed Assets, the assets of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets Sea-Logix and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply HSI Shares for all Tax purposes in a manner consistent with Section 1060 of the Internal Revenue Code of 1986and the Treasury regulations promulgated thereunder, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, well as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the an allocation of the Unadjusted portion of such amount allocable to the HSI Shares (and any liabilities of HSI treated as purchase price for federal income Tax purposes) among the assets of HSI in a manner consistent with Section 338(h)(10) of the Code and the Treasury regulations promulgated thereunder (the “Purchase Price Allocation”). Within thirty (30) days after the completion of the Purchased Purchase Price adjustment under Section 1.4(g) above, Pasha shall prepare and deliver to Horizon a schedule (the “Allocation Schedule”) allocating the Purchase Price (and any Transferred Liabilities that are treated as consideration for the Contributed Assets for federal income Tax purposes) among the Contributed Assets, the assets of Sea-Logix and the Assumed Liabilities HSI Shares as well as an allocation of such amount allocable to the HSI Shares (and any liabilities of HSI treated as purchase price for federal income Tax purposes) among the assets of HSI, in each case, in a manner consistent with Schedule 2.7. Horizon shall have the right to review the Allocation Schedule, and, within thirty (30) days after its receipt thereof, Horizon shall notify Pasha in writing of any proposed changes thereto; provided, that, if Horizon does not provide any written changes within such 30-day period, Horizon shall be referred for resolution deemed to have agreed to the AccountantsAllocation Schedule as prepared by Pasha. If the parties do not resolve all disputed items relating to the Allocation Schedule within thirty (30) days after Horizon’s written notification to Pasha of proposed changes, the parties shall submit all remaining disputed items to the Independent Accounting Firm for resolution. The Independent Accounting Firm’s review shall be limited to the remaining disputed items, and its determination shall be conclusive and binding on the parties hereto and shall not be subject to appeal or further review. The costs of the Independent Accounting Firm shall be borne by Horizon and Pasha in the same manner in which costs are borne by the parties under Section 1.4(e) above. If the Purchase Price changes by reason of Section 1.4 or Section 6.16, Pasha shall promptly after the completion of such adjustment revise the Allocation Schedule, and the fees foregoing time periods and expenses dispute resolution mechanisms shall apply to such revised Allocation Schedule as if it were the original Allocation Schedule (the Allocation Schedule, as finally determined pursuant to this Section 2.7, the “Final Allocation Schedule”). (b) Each party agrees to timely file Internal Revenue Service Forms 8594 and 8883 reflecting the Purchase Price Allocation as set forth in the Final Allocation Schedule for the taxable year that includes the Closing Date (and, if applicable, the year in which the final amount of the Accountants will Purchase Price has been determined) and to make any timely filing required by other applicable Tax Laws. The Final Allocation Schedule shall be shared binding on Horizon and Pasha for all Tax reporting purposes. Unless otherwise required by Purchaser and Seller a “determination” within the meaning of Section 1313 of the Code (or similar provisions of state or local Law), neither Horizon nor Pasha shall take any position inconsistent with the Final Allocation Schedule in such proportions as connection with any Tax proceeding, except that Pasha’s cost for the Accountants determine and deem equitable (after taking into account, among other mattersContributed Assets, the difference between assets of Sea-Logix and the allocation proposed HSI Shares may differ from the amount so allocated to the extent necessary to reflect Pasha’s capitalized acquisition costs not included in the amount realized by Seller and PurchaserHorizon. If any Governmental Authority disputes the Final Allocation Schedule, respectivelythe party receiving notice of the dispute shall promptly notify the other party hereto of such dispute, and the parties hereto shall cooperate in good faith for purposes of responding to such dispute. (c) Any indemnification payment or other adjustment to Purchase Price (in addition to those potential adjustments identified in Section 2.7(a) above) that is treated as an adjustment to Purchase Price for Tax purposes shall be reflected as an adjustment to the price allocated to a specific asset, if any, giving rise to such adjustment, or, if such adjustment does not relate to a specific asset, such adjustment shall be allocated among the Contributed Assets, the assets of Sea-Logix and the assets of HSI in accordance with the allocation determined by method provided in the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsFinal Allocation Schedule.

Allocation of Purchase Price. Seller (a) Acquiror and Purchaser agree Weatherford shall cooperate to determine the allocation of the Purchase Price (prior to adjustments) among the various Sellers of the Assets and Share Sellers in advance of the Closing Date. To the extent that the Unadjusted Acquiror and Weatherford do not agree to such allocation prior to the Closing Date, the Acquiror and Weatherford shall cooperate following the Closing Date to make such determination, provided that if within one hundred and eighty days (180) of the Closing Date the parties are unable to agree as to such allocation, each party shall allocate the Purchase Price shall be allocated to and among the shares of capital stock various Sellers of the Acquired Subsidiaries Assets and Share Sellers as set forth on Schedule 3.3 hereof. each such party determines in its own discretion. (b) To the extent that Acquiror and Weatherford agree to an allocation of the Purchase Price that is paid to a Seller of any Asset, Acquiror and Purchaser agree that Weatherford shall cooperate following the remaining Closing Date to allocate such portion of the Unadjusted Purchase Price and the applicable Assumed Liabilities of such Seller among the various Assets sold by such Seller, provided that if within one hundred and eighty (180) days of the Purchased Assets (including Closing Date the amount parties are unable to agree as to such allocation, each party shall allocate the applicable portion of the Purchase Price and applicable Assumed LiabilitiesLiabilities among the various Assets as each party determines in its own discretion. (c) will Any adjustments to the Purchase Price hereunder shall be allocated among the Purchased Assets various Asset Sellers and Share Sellers consistently with the covenants 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 Parent such adjustment, each party shall allocate such adjustment as each party determines in its own discretion. (d) To the extent that Acquiror and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser Weatherford agree to an allocation under Section 2.5(a) or Section 2.5(b) or Section 2.5(c), Acquiror and SellerWeatherford shall, and Purchaser and Seller agree shall cause their applicable Affiliates, to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, file all Tax relevant Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such agreed allocation. To the extent that any such allocation and neither is challenged by any Taxing Authority during the Purchaser nor the Seller shall take a position contrary thereto. In the event course of any purchase price adjustment hereunderaudit or other legal proceedings, the Purchaser (and the H&C AssigneesAcquiror or Weatherford, as the case may be) and , shall provide reasonable notice to the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result other party of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemschallenge.

Allocation of Purchase Price. Seller and Purchaser agree that (a) With respect to the Unadjusted individual Facilities, the Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof3.3, which will be provided by Seller at least ten (10) days prior to the end of the Due Diligence Period. Seller and Purchaser agree Any adjustments to the Purchase Price provided herein that are attributable solely to a particular Facility shall result in an adjustment of the 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 remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will transactions contemplated hereunder must be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply reported in accordance with Section 1060 of the Internal Revenue Code IRC. The parties shall report the transactions contemplated hereunder for all purposes in accordance with the purchase price allocation set forth on 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 extent necessary to permit the transactions to be properly, timely, and consistently reported. Prior to the expiration of 1986the Due Diligence Period, as amended Purchaser and Seller shall agree upon an allocation of the Purchase Price for local, state and federal tax purposes, which allocation will specify the Purchase Price for the Purchased Property by each parcel of Real Property (and the related Facility), Personal Property and Other Assets. The agreed allocation will be attached to this Agreement in the form shown on Schedule 3.3 and will be used by the parties to determine the amount of Purchase Price payable to each Seller (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 "Code"“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 Treasury Regulations promulgated thereunder. Subject to the requirements of any applicable tax law, all income Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and or the Seller (whether together or independently) shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsAllocation.

Allocation of Purchase Price. Seller and Purchaser agree that The purchase price for the Unadjusted Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets Shares ---------------------------- (including assumed liabilities of Atlantic Disposal and the amount of the Assumed LiabilitiesSubsidiaries) will shall be allocated among the Purchased Assets assets of Atlantic Disposal in accordance with Schedule -------- 1.9 which shall be prepared by Seller and the covenants of Parent and Seller included herein delivered to Purchaser within 60 Business Days days --- after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Date. Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of prepare for Buyer's review a schedule setting forth (a) the Internal Revenue Code of 1986, as amended modified aggregate deemed sales price (the "CodeMADSP")) at which the Atlantic Disposal is deemed to have sold its assets for tax purposes as a result of the Section 338(h)(10) Election, and Treasury Regulations promulgated thereunder. Subject (b) the adjusted grossed-up basis (the "AGUB") at which the Atlantic Disposal is deemed to the requirements of any applicable have purchased its assets for tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required purposes as a result of such purchase price adjustmentelection, and (c) the allocations of MADSP and AGUB among the assets of the Atlantic Disposal (collectively, the "Proposed Initial Allocation"). Any disputes regarding The Proposed Initial Allocation shall be determined in accordance with Section 338 of the Code and the applicable regulations thereunder, in a manner consistent with the allocation set forth on Schedule 1.9 hereto. Unless Purchaser shall have ------------ objected in writing to the Proposed Initial Allocation within 30 days of the Unadjusted Purchase Price receipt thereof, Seller will be deemed to have agreed to the Proposed Initial Allocation, which shall become the Initial Allocation. The Initial Allocation shall be set forth on a statement (the "Initial Allocation Statement") signed by the president or any vice president of Purchaser and Seller. If any increase or decrease in MADSP and/or AGUB occurs, the amount of such increase or decrease and the allocation thereof among the assets of the Purchased Assets and Atlantic Disposal (collectively, the Assumed Liabilities "Adjustment Allocation") shall be referred for resolution to set forth on a statement (the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed "Adjustment Allocation Statement") prepared by Seller and Purchaser, respectively, and the allocation determined by the Accountants delivered to be appropriatePurchaser in accordance with Treas. Reg. (S)1.338(b)-3(d). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar items.

Allocation of Purchase Price. Seller (a) As soon as reasonably practicable, but not later than one hundred twenty (120) days following the Closing, Purchaser shall prepare and Purchaser agree that deliver to Sellers a schedule which shall set forth the Unadjusted allocation of the Purchase Price shall be allocated to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended Assumed Liabilities (the "CodePurchaser'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 receipt of the Purchaser's Allocation. Any payments pursuant to Section 2.7 resulting from a change in the Purchased Assets and Treasury Regulations promulgated thereunderAssumed 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 Tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller Sellers shall 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 Sellers agree to adjust the allocation of the Purchase Price and neither Assumed Liabilities to reflect such Purchase Price adjustment and, subject to the Purchaser nor the Seller shall take requirements of any applicable Tax laws, to file consistently any Tax Returns required as a position contrary theretoresult of such Purchase Price adjustment. In the event of any purchase price adjustment hereunderpayment pursuant to Section 2.5(d) hereof after the delivery of the Adjustment Report, the Purchaser (and the H&C Assignees, as the case may be) and the Seller Sellers agree to adjust such the allocation of the Purchase Price and Assumed Liabilities to reflect such purchase price adjustment and payment, and, subject to the requirements of any applicable Tax law, to file consistently any tax returns and reports including, without limitation, IRS form 8594, Tax Returns required as a result of such purchase price adjustmentpayment. (c) If Purchaser and Sellers are unable to agree upon any of the matters set forth in 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 regulations promulgated thereunder. Any disputes regarding Such statements or forms shall be prepared consistently with the allocation under this Section 2.12, as adjusted to reflect any adjustment pursuant to Section 2.7 and any payment pursuant to Section 2.5(d). Such statements or forms shall be filed by the parties with their respective federal income Tax Returns as required by Section 1060 of the Unadjusted Purchase Price of the Purchased Assets Code and the Assumed Liabilities regulations promulgated thereunder and each party shall be referred for resolution to provide the Accountants, and the fees and expenses other party with a copy of the Accountants will be shared by Purchaser and Seller in such proportions statement or form as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsfiled.

Allocation of Purchase Price. Seller and Purchaser agree that the Unadjusted Purchase Price Buyer shall be allocated deliver to and among the shares of capital stock of the Acquired Subsidiaries as set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets ProElite, no later than thirty (including the amount of the Assumed Liabilities30) will be allocated among the Purchased Assets and the covenants of Parent and Seller included herein within 60 Business Days days after the Closing Date by mutual agreement between Purchaser Date, a proposed allocation, for U.S. federal income Tax purposes and Seller, and Purchaser and Seller agree pursuant to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code and the regulations thereunder, of 1986the Purchase Price, as amended the ProElite License Payment and Assumed Liabilities (together, the “Total Consideration”) between the Sellers and among the Assets (the "Code"“Proposed Allocation”). Promptly following receipt of the Proposed Allocation, ProElite shall review the same and, within ten (10) days after ProElite’s receipt of such Proposed Allocation, may deliver to Buyer a certificate executed by ProElite (on its behalf and EliteXC) setting forth objections to the proposed allocation (an “Objection Notice”), together with a summary of the reasons therefor and Treasury Regulations promulgated thereundercalculations which, in the Sellers’ view, are necessary to eliminate such objections. Subject If ProElite does not deliver an Objection Notice within such 10-day period, the Proposed Allocation shall be the final allocation of the Total Consideration among the Assets (the “Final Allocation”). If ProElite delivers an Objection Notice within such 10-day period, Buyer and the Sellers shall use their reasonable attempts to resolve by written agreement any differences identified in the Objection Notice within the succeeding five (5) days and, if they are able to resolve all such differences, the allocation agreed to shall be the Final Allocation. If any objections raised by ProElite (on its behalf or EliteXC) in the Objection Notice are not resolved within the 5-day period next following such 5-day period, then Buyer and ProElite shall submit the objections that are then unresolved (together with any agreed adjustments) to an independent certified public accountant mutually agreed to by Buyer and ProElite, who shall be directed by Buyer and ProElite to resolve the unresolved objections within the next ten (10) days and to deliver written notice to each of Buyer and ProElite setting forth its resolution of the disputed matters. The allocation resulting from the decision of the independent certified public accountant shall be the Final Allocation. Any allocation that becomes the Final Allocation pursuant to the requirements preceding provisions of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller this Section 3.8 shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall attach to this Agreement after Closing. No party to this Agreement will take a position contrary thereto. In on any federal or state Tax return, before any Governmental Body charged with the event collection of any purchase price adjustment hereunderincome Tax, or in any judicial Proceeding that is in any way inconsistent with the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation determined by the Accountants to be appropriate). Each of Purchaser and Seller will use commercially reasonable efforts to cause the Accountants to render their decision as soon as reasonably practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records, and similar itemsFinal Allocation.