Common use of Allocation of the Purchase Price Clause in Contracts

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).

Allocation of the Purchase Price. Sellers and Purchaser agree the Purchase Price and the Assumed Liabilities as well as any other items constituting a portion of the amount realized with respect to the sale of the Target Assets for Tax purposes (athe “Allocable Consideration”) Within will be allocated among the Target Assets in a manner consistent with Section 1060 of the Tax Code and Treasury regulations promulgated thereunder. Purchaser will, no later than ninety (90) days after following the final determination Closing Date, prepare and deliver to Sellers a schedule setting forth the allocation of the Final Purchase Price pursuant to Section 2.5, Allocable Consideration in accordance with the Sellers will provide the Buyer with a statement (or statements) preceding sentence (the “Asset Acquisition StatementAllocation Schedule”). Sellers shall have fifteen (15) days to review and provide written comments to Purchaser with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, respect to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder Allocation Schedule. If Sellers provide written comments to Purchaser in accordance with Section 1060 the preceding sentence, Purchaser and Sellers will endeavor for a period of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within not less than thirty (30) days after receiving to resolve any such Asset Acquisition Statement, propose to the comments. If Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does do not deliver such a Notice of Objection provide written comments within such periodfifteen (15) day period or if Purchaser and Sellers resolve all such comments, (i) the Buyer Allocation Schedule, as revised, if applicable, shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If parties hereto, (ii) neither Purchaser nor any Seller will take any position that is contrary to or inconsistent with the Buyer delivers a Notice Allocation Schedule for any Tax purpose, including with respect to any Tax Return (including amended Tax Returns) and (iii) in the event that the Allocation Schedule is disputed by any Governmental Authority, the party receiving notice of Objection, then such dispute will promptly notify the Buyer other parties and the Sellers parties will endeavor consult in good faith as to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable how to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in agreed upon Allocation Schedule. Notwithstanding any provision of this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect 2.3 to the Asset Acquisition Statement. Upon any adjustment contrary, if Purchaser and Sellers are not able to resolve all written comments made by Sellers within the applicable fifteen (15) day period, each party shall be allowed to use that party’s own allocation of the Purchase Price in connection with an indemnification claim made pursuant to Article 13, and the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)Assumed Liabilities.

Allocation of the Purchase Price. (a) Within ninety (90) days after The Purchase Price and the final determination value of any Assumed Liabilities shall be allocated among the Business, the Purchased Assets and the agreements provided herein for transfer of the Final Purchase Price pursuant Business to Section 2.5, Purchaser in a manner consistent with the Sellers will provide the Buyer with a statement (or statementsallocation schedule set forth in Schedule 4.5(a) (the “Asset Acquisition StatementAllocation Schedule”) with ), which Allocation Schedule shall be mutually agreed upon by Purchaser and Sellers within 120 days after the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, Closing Date to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets andreasonably possible, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance compliance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law)the regulations promulgated thereunder. The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to If the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does Schedule is not deliver such a Notice of Objection mutually agreed upon within such period, the Buyer parties shall submit such dispute to a nationally recognized independent accounting firm mutually chosen by the parties (the “Independent Accounting Firm”) for a decision that shall be deemed rendered in a timely manner in order to have accepted such proposed Asset Acquisition Statement permit the timely filing of all applicable forms with the IRS and it other Tax authorities. The Independent Accounting Firm’s review shall become be final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreementall parties. The fees, costs fees and expenses of the Independent Accounting Firm shall be borne 50% by Sellers, on the Buyer one hand, and 50% by Purchaser, on the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedother hand. (b) The Buyer Each of Sellers and the Sellers agree that they Purchaser shall each (and shall cause their respective Affiliates toi) timely file all forms (including IRS Form 8594) and Tax Returns required to be filed in connection with the Allocation Schedule, (including amended returns ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and claims for refundsfile, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with such allocation and (iv) take no position, and information reports in a manner cause its Affiliates to take no position, inconsistent with such allocation on any applicable Tax Return. Each of Purchaser, on the one hand, and Sellers, on the other hand, will provide the other with copies of IRS Form 8594 and any required exhibits thereto, consistent with the Asset Acquisition Statement (as finalized allocation determined pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding 4.5 upon request. In the event that the allocation set forth on the Allocation Schedule is disputed by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13taxing authority, the allocation described in party receiving notice of such dispute shall promptly notify the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)other party hereto concerning the existence of, material developments regarding, and resolution of such dispute.

Allocation of the Purchase Price. (a) At least seven calendar days prior to the Closing Date, and consistent in all respects with the allocation principles set forth on Schedule A3, Buyer shall provide Seller with an estimate of the allocation of the Purchase Price plus any amounts treated as consideration for U.S. federal income Tax purposes, including the Assumed Liabilities, among the Purchased Assets, and among Seller and each of the Selling Subsidiaries, in accordance with the Section 1060 of the Code. This estimate will be used at the Closing. If Seller does not agree with such estimate, Seller and Buyer shall use good faith efforts to agree on an estimate prior to the Closing Date. If the parties cannot agree on such estimate prior to the Closing Date, Buyer’s estimate shall be used for allocating the total consideration pursuant to this Agreement at the Closing and shall be dispositive for Transfer Tax purposes. (b) Within ninety (90) days after of the final determination of the Final Payment Amount and consistent in all respects with the allocation principles set forth on Schedule A3, Seller will determine the allocation of the final Purchase Price pursuant to Section 2.5plus any other amounts treated as consideration for U.S. federal income Tax purposes, including the Sellers will provide Assumed Liabilities among the Buyer with a statement (or statements) Purchased Assets and the Retained Technology License, and among Seller and each of the Selling Subsidiaries (the “Asset Acquisition StatementAllocation”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with the Section 1060 of the Code Code. Buyer shall have a period of fifteen (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (3015) days after receiving such Asset Acquisition Statement, propose following the delivery of the proposed Allocation to the Sellers notify Seller in writing of any changes disagreement with the proposed Allocation. Failure to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice notify Seller in writing of Objection”), and if the Buyer does not deliver such a Notice of Objection any disagreement within such period, the Buyer fifteen (15) day period shall be deemed to have accepted such acceptance by Buyer of Seller’s proposed Asset Acquisition Statement and it shall become final and binding on Allocation. In the Parties. If the event Buyer delivers a Notice timely notifies Seller in writing of Objectionany disagreement, then the Buyer and the Sellers will endeavor Seller shall attempt in good faith to resolve any differences with respect to the Asset Acquisition Statement disagreement. If within thirty twenty (3020) days after the Sellers’ receipt delivery by Buyer of the Notice written notice of Objection. If the disagreement, Buyer and the Sellers Seller are unable to resolve such differencesdisagreement in writing, the parties shall each prepare their respective determination of the Allocation (for Tax purposes) and submit such determinations to a Neutral Arbitrator, along with a written submission in support of their respective positions. In the event a dispute is submitted to the Neutral Arbitrator pursuant to this Section 6.2(b), the Neutral Arbitrator shall, within twenty (20) days after the date both parties submit their respective determinations of the Allocation, make a determination only as to those matters in dispute and render a written report as to the disputed matters and the resulting Allocation. The Neutral Arbitrator’s determinations shall be resolved by the Accounting Firm, which determination by such Accounting Firm set forth in writing and shall be consistent with this Agreementfinal and binding on Buyer and Seller. The fees, costs and expenses cost of the Accounting Firm Neutral Arbitrator shall be borne by the split equally between Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting FirmSeller. The parties shall report, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer act and the Sellers agree that they shall each (and shall cause file their respective Affiliates to) file all Tax Returns (including amended returns Form 8594, as applicable) in accordance with the Allocation as finally determined pursuant to this Section 6.2(b), and claims for refunds) any adjustments thereto and information reports shall not take any position on a Tax Return or in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (Tax audit or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding inconsistent with such Allocation except upon a final determination by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)applicable Taxing Authority.

Allocation of the Purchase Price. (a) Within ninety (90) five days after the final determination of Closing Date, Buyers will deliver to the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with Shareholders’ Representative a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed preliminary allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration included in the amount realized for applicable income Tax purposes) among the Transferred Purchased Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of ObjectionPreliminary Allocation”); provided, and if the Buyer does however, that such Preliminary Allocation will not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. Within 90 days after the Closing Date, Buyers will deliver to the Shareholders’ Representative a proposed final allocation of the Purchase Price, in accordance with the Preliminary Allocation and section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of U.S. state or local Tax law) (the “Proposed Final Allocation”). The Shareholders’ Representative will notify Buyers in writing within 30 days after receipt of the Proposed Final Allocation of any disagreement or reasonable objections Sellers may have with the Proposed Final Allocation, in which case the Shareholders’ Representative and Buyers will use their good faith efforts to reach agreement thereon. If the Buyer delivers Parties reach agreement thereon, their agreed upon allocation will constitute a Notice “Final Allocation.” In the event the Shareholders’ Representative and Buyers fail to so agree within 30 days after the Shareholders’ Representative’s notice of Objectiondisagreement has been delivered, then the Buyer Shareholders’ Representative and Buyers will promptly engage the Arbitration Firm to deliver to Buyers and Sellers, within 30 days of the engagement, an allocation of the Purchase Price, which will constitute a “Final Allocation.” Buyers and Sellers will endeavor in good faith to resolve any differences with respect to share equally the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs fees and expenses of the Accounting Arbitration Firm shall be borne by in connection with such engagement. Each Party will report the Buyer purchase and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination sale of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file Purchased Assets on all Tax Returns (including amended returns IRS Form 8594) in accordance with a Final Allocation, and claims for refunds) and information reports in no Party will take any position contrary to a manner consistent with the Asset Acquisition Statement (as finalized pursuant Final Allocation unless required by applicable Law. The Parties agree to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or notify each other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon initiation of any adjustment action by the IRS or any other Taxing Authority relating to such allocations and agree to consult with each other with respect to any related action by the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)IRS or any other Taxing Authority.

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination of the Final Closing Purchase Price pursuant to Section 2.5Price, the Sellers Buyer will provide the Buyer Seller with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ Buyer’s proposed allocation of the Final Closing Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements Transaction Documents and any other rights transferred or agreements, including such items cancelled or terminated as a result of this Agreement, which are contemplated hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer Seller may, within thirty forty-five (3045) days after receiving such Asset Acquisition Statement, propose to the Sellers Buyer in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer Seller does not deliver such a an Allocation Notice of Objection within such period, the Buyer Seller shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer Seller delivers a an Allocation Notice of Objection, then the Buyer and the Sellers Seller will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ Buyer’s receipt of the Allocation Notice of ObjectionObjection and shall amend the Asset Acquisition Statement to reflect any resolution agreed to in writing. If the Buyer and the Sellers Seller are unable to resolve any such differences, the matters in dispute Asset Acquisition Statement shall not be resolved by binding on either Party, and the Accounting Firm, which determination by such Accounting Firm Parties (and their respective Affiliates) shall each be consistent with this Agreement. The fees, costs and expenses entitled to report the allocation of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion Final Closing Purchase Price (plus any such other amounts) as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedeach deem appropriate. (b) The If Buyer and Seller agree on or are deemed to agree on the Sellers Asset Acquisition Statement, then Buyer and Seller agree that they each of them shall each (and shall cause their respective Affiliates to) file all Tax Returns (including IRS Form 8594, amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized or amended pursuant to this Section 2.6(a))2.6); provided that nothing contained in this Section 2.6(b) 2.6 shall prevent any Party (or their Affiliates) from settling, or require any of them (or their Affiliates) to litigate litigate, any challenge, proposed deficiency, adjustment or other similar proceeding Proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment In addition, if the Parties agree on or are deemed to agree on the Purchase Price Asset Acquisition Statement, then following the Closing, Buyer and Seller shall work together in connection with an indemnification claim made pursuant good faith to Article 13, the allocation described in amend the Asset Acquisition Statement (to the extent necessary to reflect any post-Closing adjustments to the amount properly treated as finalized consideration for applicable Tax purposes, whether due to payments made under Article 11 or otherwise. If the Asset Acquisition Statement is challenged by an applicable Taxing Authority, the Party receiving notice of the challenge shall promptly notify the other Party in writing, but only if such Asset Acquisition Statement has been agreed upon or been deemed to be agreed upon by both Parties pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).

Allocation of the Purchase Price. (a1) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with shall prepare a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code Code, which proposed allocation shall be delivered to Seller for review and comment within sixty (and any other applicable state, local or non-U.S. Law60) days following the Closing Date (“Proposed Allocation Statement”). The Seller shall provide to Buyer mayin writing within ten (10) days of the receipt of such Proposed Allocation Statement any objections thereto. (2) If, within thirty ten (3010) days after receiving such Asset Acquisition following the receipt of the Proposed Allocation Statement, propose to Seller does not dispute any items contained in the Sellers Proposed Allocation Statement, then the Proposed Allocation Statement shall be final and binding upon the parties (“Final Allocation Determination”). In the event that Seller disputes any items contained in the Proposed Allocation Statement, such disputes shall be resolved in the following manner: (A) Seller shall notify Buyer in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of ObjectionAllocation Disagreement”) of such dispute within ten (10) days following Seller’s receipt of the Proposed Allocation Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Seller Disputed Items”). To the extent that Seller provides a Notice of Allocation Disagreement within such 10-day period, all items that are not Seller Disputed Items shall be final, binding and conclusive for all purposes hereunder. (B) During the 15-day period following Buyer’s receipt of a Notice of Allocation Disagreement, Seller and Buyer shall use commercially reasonable efforts to resolve any Seller Disputed Items. If, at the end of such 15-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Allocation Disagreement, the Proposed Allocation Statement shall be adjusted to reflect such written agreement and shall become the Final Allocation Determination. (C) If, at the end of the 15-day period specified in subsection (c)(2)(B) above, Buyer and Seller shall have failed to reach a written agreement with respect to all or a portion of such Seller Disputed Items (those Seller Disputed Items that remain in dispute at the end of such period are the “Unresolved Allocation Changes”), then Buyer and if Seller shall promptly refer only those Unresolved Allocation Changes to a mutually agreeable Firm to make a determination as to the Buyer does not deliver such a Notice subject matter of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the PartiesUnresolved Allocation Changes. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith Seller fail to resolve any differences with respect to the Asset Acquisition Statement agree on a Firm within thirty (30) 15 days after the Sellers’ receipt end of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences15-day period specified in subsection (c)(2)(B) above, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreementselected by the American Arbitration Association. The fees, costs Firm shall issue its written decision as promptly as practicable and expenses in any event within 15 days following the submission of the Accounting Unresolved Allocation Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties and become the Final Allocation Determination. In the event Unresolved Allocation Changes are submitted to the Firm for resolution as provided herein, the costs of engaging the Firm shall be borne paid by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedSeller equally. (b3) The Buyer and the Sellers agree that they Seller and their Affiliates shall each (and shall cause their respective Affiliates to) file all Tax Returns tax returns (including amended returns including, but not limited to, Internal Revenue Service Form 8594) in all respects and claims for refunds) and information reports in a manner all purposes consistent with such Final Allocation Determination. Seller shall use commercially reasonably efforts to deliver to Buyer all such documents and other information as Buyer may reasonably request in order to prepare the Asset Acquisition Proposed Allocation Statement contemplated by subsection 3(c)(1) above and any tax returns for taxable periods beginning on or after the Closing Date. No party shall take any position (as finalized pursuant whether in audits, tax returns or otherwise) which is inconsistent with such Final Allocation Determination unless required to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding do so by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)applicable Legal Requirement.

Allocation of the Purchase Price. (a1) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with shall prepare a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (Code, which proposed allocation shall be delivered to Seller for review and any other applicable state, local or non-U.S. Law). The Buyer may, comment within thirty (30) 30 days after receiving such Asset Acquisition Statement, propose to following the Sellers in writing any changes to such Asset Acquisition final determination of the Final Closing Statement that are consistent with applicable Law (the “Proposed Allocation Statement”). Seller shall provide to Buyer in writing within 15 days of the receipt of such Proposed Allocation Statement any objections thereto. (2) If, within 15 days following the receipt of the Proposed Allocation Statement, Seller does not dispute any items contained in the Proposed Allocation Statement, then the Proposed Allocation Statement shall be final and binding upon the parties (the “Final Allocation Determination”). In the event that Seller disputes any items contained in the Proposed Allocation Statement, such disputes shall be resolved in the following manner: (A) Seller shall notify Buyer in writing (the “Notice of ObjectionAllocation Disagreement”) of such dispute within 15 days following Seller’s receipt of the Proposed Allocation Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Seller Disputed Items”). To the extent that Seller provides a Notice of Allocation Disagreement within such 15-day period, all items that are not Seller Disputed Items shall be final, binding and conclusive for all purposes hereunder. (B) During the 15-day period following Buyer’s receipt of a Notice of Allocation Disagreement, Seller and Buyer shall use commercially reasonable efforts to resolve any Seller Disputed Items. If, at or before the end of such 15-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Allocation Disagreement, the Proposed Allocation Statement shall be adjusted to reflect such written agreement and shall become the Final Allocation Determination. (C) If, at the end of the 15-day period specified in Section 3(c)(2)(B) above, Buyer and Seller shall have failed to reach a written agreement with respect to all or a portion of such Seller Disputed Items (those Seller Disputed Items that remain in dispute at the end of such period are the “Unresolved Allocation Changes”), then Buyer and if Seller shall promptly refer the Buyer does not deliver Unresolved Allocation Changes to Xxxxx Xxxxxxx LLP, or, in the event such accounting firm refuses or is unable to make a Notice determination, a mutually agreeable Firm to make a determination as to the subject matter of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the PartiesUnresolved Allocation Changes. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith Seller fail to resolve any differences with respect to the Asset Acquisition Statement agree on a Firm within thirty (30) 15 days after the Sellers’ receipt end of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences15-day period specified in Section 3(c)(2)(B) above, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreementselected by the American Arbitration Association. The fees, costs Firm shall issue its written decision as promptly as practicable and expenses in any event within 15 days following the submission of the Accounting Unresolved Allocation Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties and become the Final Allocation Determination. In the event Unresolved Allocation Changes are submitted to the Firm for resolution as provided herein, the costs of engaging the Firm shall be borne paid by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedSeller equally. (b3) The Buyer and the Sellers agree that they Seller and their Affiliates shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns including, but not limited to, Internal Revenue Service Form 8594) in all respects and claims for refunds) and information reports in a manner all purposes consistent with such Final Allocation Determination. Seller shall use commercially reasonably efforts to deliver to Buyer all such documents and other information as Buyer may reasonably request in order to prepare the Asset Acquisition Proposed Allocation Statement contemplated by Section 3(c)(1) above and any Tax Returns for taxable periods beginning on or after the Closing Date. No party shall take any position (as finalized pursuant whether in audits, Tax Returns or otherwise) that is inconsistent with such Final Allocation Determination unless required to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding do so by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)applicable Legal Requirement.

Allocation of the Purchase Price. (a) Within ninety (90) days after The Seller and the final determination of Purchaser agree to apportion and, as applicable, to cause their relevant Affiliates to further apportion, the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus and any other amounts, items that are treated as additional consideration for Tax purposes (including the Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets andEntities (including, if as applicable, the Ancillary Agreements assets and any other rights transferred hereunder or thereunder liabilities of the Transferred Entities) and the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and applicable rules in the jurisdiction in which the Transferred Entities and Purchased Assets are located (the “Apportionment Principles”) and the procedures as set forth herein. No later than ninety (90) days after the Closing Date, the Purchaser shall deliver to the Seller a proposed apportionment of the Purchase Price and any other applicable state, local or non-U.S. Lawitems that are treated as additional consideration for Tax purposes as of the Closing Date determined in a manner consistent with the Apportionment Principles (the “Interim Apportionment”). The Buyer If the Seller disagrees with the Interim Apportionment, the Seller may, within thirty forty-five (3045) days after receiving such Asset Acquisition Statementdelivery of the Interim Apportionment, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law deliver a notice (the “Allocation Seller’s Apportionment Notice”) to the Purchaser to such effect, specifying those items as to which the Seller disagrees and setting forth the Seller’s proposed apportionment. (b) If the Seller’s Apportionment Notice is duly delivered, the Seller and the Purchaser shall, during the fifteen (15) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of Objectionthe Purchase Price and any other items that are treated as additional consideration for Tax purposes. If the Seller and the Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Neutral Accounting Firm to resolve any remaining disputes in accordance with the terms and procedures set forth in Section 2.6(d)(ii), which shall apply to this Section 2.7(b), mutatis mutandis. Any apportionment of the Purchase Price and any other items that are treated as additional consideration for Tax purposes determined pursuant to the decision of the Neutral Accounting Firm shall incorporate, reflect and be consistent with the Apportionment Principles. The Interim Apportionment, as prepared by the Purchaser if the Seller’s Apportionment Notice has not been given, as adjusted pursuant to any agreement between the Seller and the Purchaser or as determined by the Neutral Accounting Firm in accordance with the Apportionment Principles (the “Final Apportionment”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final conclusive and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute No Party shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and each shall cause their respective Affiliates not to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent take any position inconsistent with the Asset Acquisition Statement Final Apportionment on any Tax Return or in any Tax proceeding, in each case (as finalized i) except to the extent otherwise required pursuant to a “determination” within the meaning of Section 2.6(a))); provided that nothing contained in this Section 2.6(b1313(a) shall prevent any Party of the Code (or their Affiliatesany analogous provision of state, local or foreign law) from settling, or require pursuant to any other applicable Laws or (ii) without the consent of them to litigate any challenge, proposed deficiency, adjustment or the other similar proceeding by any Governmental Authority with respect to the Asset Acquisition StatementParty. Upon any adjustment Any subsequent adjustments to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized including pursuant to Section 2.6(a)) 2.6 shall be subject to adjustment allocated among the Transferred Entities (including, as applicable, the assets and liabilities of the Transferred Entities) and the Purchased Assets in a manner that is consistent with Section 2.6(a)the Final Apportionment.

Allocation of the Purchase Price. (a) Within ninety For all purposes, the Purchase Price shall be allocated among the Seller Parties in accordance with Section 6.4(a) of the Seller Disclosure Schedule (90the “Purchase Price Allocation Schedule”), or as Purchaser and Seller may otherwise reasonably agree. (b) No later than 120 days after the final determination Closing Date, Purchaser shall prepare in good faith and shall deliver to Seller a schedule, prepared consistently with the Purchase Price Allocation Schedule and the working capital adjustment, allocating the Purchase Price and the Assumed Liabilities as of the Final Purchase Price pursuant Closing Date to Section 2.5, the Sellers will provide Seller Parties and to the Buyer with a statement (or statements) Transferred Assets and the Trademark License Agreements (the “Asset Acquisition StatementInitial Allocation”) ). Purchaser shall promptly provide Seller with any reasonably requested information requested by Seller for purposes of reviewing the Initial Allocation. Except as set forth below, the Initial Allocation shall become final and be binding upon Purchaser and the Seller Parties for all purposes of Tax reporting, provided, however, that if Seller disagrees with the Sellers’ proposed Initial Allocation and Seller notifies Purchaser in writing of its disagreements within 60 days after having received the Initial Allocation, such Initial Allocation shall not become final and Seller and Purchaser agree to consult and resolve in good faith any disputed item. In the event the Parties are unable to resolve any such dispute within 30 days (or such other period as mutually agreed by the Parties) following the written notice to Purchaser of Seller’s objection, a mutually agreed upon independent nationally recognized accounting firm will be retained to resolve solely any issue in dispute as promptly as possible by deciding whether the valuation and related allocation of Purchaser or Seller is more consistent with applicable Law, and the determination of such firm shall be final with respect to such disputed issues. Purchaser and Seller shall then be bound by the Initial Allocation as adjusted to reflect the determination of such independent accounting firm and shall bear equally all costs of the independent accounting firm (the Initial Allocation, as finally determined under this Section 6.4(b), the “Final Allocation”). (c) The Initial Allocation and the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder Allocation shall be prepared in accordance with Section 1060 of the Code (and any other similar applicable state, local or non-U.S. Law)foreign law. Any Assumed Liabilities shall be allocated to the Seller Party whose liability was assumed. The Buyer may, within thirty Initial Allocation and the Final Allocation shall be adjusted to reflect any changes in the Purchase Price and the Assumed Liabilities (30including as a result of the payment of any indemnity or the working capital adjustment) days after receiving such Asset Acquisition Statement, propose under the principles set forth above. Notwithstanding anything else herein to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (contrary, if a different allocation is required by the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of ObjectionBankruptcy Court, then the Buyer Initial Allocation and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute Final Allocation shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall modified as necessary to be consistent with this Agreementsuch different allocation. (d) Except as otherwise required by any determination (as defined under Section 1313 of the Code or similar provision of applicable law), the Parties agree (i) to be bound by the Final Allocation, and (ii) to act in accordance with the allocations contained in such Final Allocation for all purposes relating to Taxes and Transfer Taxes addressed in Section 6.1, including the preparation and filing of any Tax Returns and paying any Tax due thereon. The fees, costs and expenses of the Accounting Firm shall Parties acknowledge that some Transfer Tax Returns may be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall required to be determined by the Accounting Firm at the time filed prior to the determination of the Accounting Firm Final Allocation. Therefore, if any Transfer Tax Return is rendered. required to be filed before the Final Allocation has been determined, the Parties agree to prepare and file such Tax Return consistently with the Purchase Price Allocation Schedule and to negotiate in good faith the amount of the Purchase Price and Assumed Liabilities (bif relevant) The Buyer allocated to each asset subject to Transfer Taxes. If, as of the due date for filing the Transfer Tax Return, any disagreements exist between the Parties on the amount that should be allocated to the relevant assets, the party responsible under law to file such Tax Return shall prepare such Tax Return consistently with what it considers to be the correct allocation, and to the Sellers agree extent that they shall each (and shall cause their respective Affiliates to) the Final Allocation is inconsistent with such allocation, to thereafter file all amended Transfer Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)Final Allocation.

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final The Purchase Price (plus any other amounts, including Assumed Liabilitiesto the extent required by the Tax Code) shall be allocated among the Purchased Assets and by entity as of the Closing Date in accordance with the relative fair market value of the Purchased Assets at that time, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets andrelevant, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance a manner consistent with Section 1060 of the Tax Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers Regulations which allocation will endeavor be set out in good faith a schedule to resolve any differences with respect be prepared by Purchaser and to the Asset Acquisition Statement be agreed upon by LGI within thirty (30) days after the Sellers’ receipt of Closing Date (the Notice of Objection“Allocation”). If the Buyer LGI and the Sellers Purchaser are unable to resolve such differencesagree upon the Allocation within thirty (30) days after the Closing Date, the matters in dispute disputed items shall be resolved by KPMG LLP (or if unable or unwilling to accept its mandate, an independent accountant to be mutually agreed upon by Sellers and Purchaser). Subject to the Accounting Firmforegoing provisions of this Section 2.06, which determination by such Accounting Firm shall be consistent with this Agreement. The feesfor all Tax purposes, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer Purchaser and the Sellers agree that they the Transactions shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports be reported in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided terms of this Agreement, including the Allocation, and that nothing contained none of them will take any position inconsistent therewith in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settlingTax Return, in any refund claim, in any litigation, or require otherwise. The Sellers and the Purchaser agree to cooperate with each other in preparing IRS Form 8594 (including any subsequent adjustments required thereto), and to furnish the other with a copy of them to litigate such form prepared in draft form within a reasonable period before its filing due date. If such allocation is disputed by any challenge, proposed deficiency, adjustment taxation or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13Authority, the allocation described Purchaser or any Seller receiving notice of such dispute will promptly notify the other party and the parties will use their reasonable best efforts to sustain the final allocation. The parties will share information and cooperate in good faith to permit the Asset Acquisition Statement (as finalized pursuant Transactions to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)properly, timely and consistently reported.

Allocation of the Purchase Price. (ai) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final The Purchase Price (plus any other amounts, including the Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposesunder the Code) shall be allocated among the Transferred Assigned Assets and, if applicable, as set forth in a schedule (the Ancillary Agreements and any other rights transferred hereunder or thereunder “Allocation Schedule”). The allocation set forth on the Allocation Schedule (the “Allocation”) shall be prepared in accordance with Section 1060 of the Code (and any other applicable the Treasury Regulations thereunder, and corresponding provisions of similar state, local or non-U.S. foreign Tax Laws. Buyer shall deliver the Allocation Schedule to Company within fifteen (15) days after the Closing Date for Company’s review of such Allocation Schedule, and Buyer shall reflect in such Allocation Schedule any comments or changes proposed by Company within fifteen (15) days after the Company’s receipt of the Allocation Schedule and that are reasonably acceptable to Buyer no later than fifteen (15) days after receipt of Company’s comments. (ii) Buyer and Company (which, for purposes of this Section 5.1(a)(ii), shall include their respective Affiliates, to the extent applicable) shall file all applicable Tax Returns (including, without limitation, IRS Form 8594) consistent with the Allocation. Neither Buyer nor Company shall take any Tax position inconsistent with such Allocation (including, without limitation, in any audits or examinations by any Government Body or any other proceeding) unless otherwise required by applicable Law). The Buyer may, within Not later than thirty (30) days after receiving such Asset Acquisition Statement, propose prior to the Sellers in writing any changes filing of their respective IRS Forms 8594 relating to such Asset Acquisition Statement that are consistent with applicable Law (this transaction, each of Buyer and Company shall deliver to the “Allocation Notice other Party a copy of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Partiesits IRS Form 8594. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith Purchase Price is adjusted pursuant to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differencesthis Agreement, the matters in dispute Allocation shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports adjusted in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained procedures set forth in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settlingand, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment extent necessary, the Parties shall file supplemental IRS Forms 8594 and deliver a copy to the Purchase Price in connection with an indemnification claim made pursuant other Party not later than thirty (30) days prior to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)such filing.

Allocation of the Purchase Price. Within one hundred twenty (a) Within ninety (90120) days after the final determination of the Final Purchase Price pursuant Closing, Buyer shall provide to Section 2.5, the Sellers will provide the Buyer with Seller and Member a statement (or statements) schedule (the “Asset Acquisition StatementPurchase Price Allocation Schedule”), which shall be subject to approval by Seller and Member (such approval not to be unreasonably withheld, delayed or conditioned) with which sets forth the Sellers’ proposed allocation of the Final Purchase Price (plus among the assets of the Company. In the event of any dispute between Buyer, on the one hand, and Seller and Member, on the other amountshand, including Assumed Liabilities, with respect to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicablePurchase Price Allocation Schedule, the Ancillary Agreements parties shall use commercially reasonable efforts to resolve all such disputed items within fifteen (15) days after the receipt by Seller and any other rights transferred hereunder or thereunder in accordance with Section 1060 Member of the Code Purchase Price Allocation Schedule. If the parties are unable to resolve all disputed items within such fifteen (15) day period, they shall jointly engage the Boston, Massachusetts office of Xxxxx Xxxxxxxx, LLP (the “Accountants”) and any other applicable state, local or non-U.S. Law)submit the disputed items to the Accountants for resolution. The Buyer mayAccountants shall act as experts, within and not as arbitrators, and shall determine only those items in dispute on the Purchase Price Allocation Schedule. Promptly, but no later than thirty (30) days after receiving their engagement for such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such periodpurpose, the Buyer Accountants shall be deemed deliver a written report to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect Seller and Member as to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt resolution of the Notice of Objectiondisputed items. If The Purchase Price Allocation Schedule, either as approved by Seller and Member, or as determined by the Accountants as provided above, shall be final and binding upon all parties and Buyer and the Sellers are unable to resolve such differences, Seller and Member shall each use the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this AgreementPurchase Price Allocation for all relevant tax purposes. The fees, costs fees and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price Accountants incurred in connection with an indemnification claim made the resolution of disputes pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to this Section 2.6(a)) 2.8 shall be subject allocated among Buyer, on the one hand, and the Seller and Member, on the other hand, in proportion to adjustment in a manner consistent with Section 2.6(a)the relative aggregate dollar amounts of disputed items that are determined adversely to the Buyer, on the one hand, and the Seller and Member, on the other hand, by the Accountants.

Allocation of the Purchase Price. (a) Within ninety Purchaser and Seller agree that they shall agree upon the allocation of the Purchase Price and the Assumed Liabilities among the Purchased Assets (90the “Allocation”) following the Closing Date. (b) Purchaser and Seller agree that the Allocation shall be made pursuant to the following procedure: (i) As soon as reasonably practicable after the date of this Agreement (and in any event at least [* * *] Business Days prior to the Closing Date), Purchaser shall deliver to Seller (A) a proposed value of the Facility for purposes of any applicable real property Transfer Taxes with respect to the transfer of the Facility pursuant to this Agreement (such value, the “Facility Value” and such estimate, the “Estimated Facility Value”) and (B) the amount of Transfer Taxes allocable to Seller pursuant to Section 2.9 as a result of the Estimated Facility Value (the “Estimated Seller Transfer Taxes”). Seller shall deliver written notice of any disagreement with respect to the Estimated Facility Value to Purchaser within [* * *] days after Seller’s receipt of the Estimated Facility Value. If Seller does not deliver such a written notice within such period, the Estimated Facility Value (as prepared by Purchaser) shall be final and binding on the Parties for all purposes of this Agreement. If Seller timely delivers such a written notice, Purchaser and Seller shall work in good faith to resolve Seller’s objections within the [* * *]-day period following the delivery of such written notice; provided, that if Purchaser and Seller fail to mutually agree upon the Facility Value on or prior to the Business Day prior to the Closing Date, then neither Purchaser nor Seller shall have the right to delay the Closing because of such failure and the Estimated Facility Value shall be the amount used in the determination of the Estimated Seller Transfer Taxes. (ii) Within [* * *] days of the determination of the Final Adjustment Amount, Seller shall deliver to Purchaser (A) an allocation of the Purchase Price pursuant to Section 2.5, and Assumed Liabilities among the Sellers will provide the Buyer with a statement (or statements) Purchased Assets (the “Asset Acquisition StatementProposed Allocation”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder that is prepared in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any other applicable similar provisions of state, local or non-U.S. Law) and the Estimated Facility Value (as determined pursuant to Section 2.8(b)(i). The Buyer may), within thirty (30B) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes extent that the Facility Value has not been finally determined pursuant to Section 2.8(b)(i), the proposed Facility Value and (C) the amount of Transfer Taxes allocable to Seller pursuant to Section 2.9 as a result of such Asset Acquisition Statement that are consistent with applicable Law proposed Facility Value (the “Allocation Notice of ObjectionClosing Seller Transfer Taxes”). Purchaser shall deliver written notice of any disagreement with respect to the Proposed Allocation (which notice shall include a reasonably detailed description of the disputed items), the proposed Facility Value and if the Buyer Closing Seller Transfer Taxes to Seller within [* * *] days after Purchaser’s receipt of the Proposed Allocation. If Purchaser does not deliver such a Notice of Objection written notice within such period, the Buyer Proposed Allocation (as prepared by Seller), the proposed Facility Value and the Closing Seller Transfer Taxes shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the PartiesParties for all purposes of this Agreement. If the Buyer Purchaser timely delivers such a Notice of Objectionwritten notice, then the Buyer Purchaser and the Sellers will endeavor Seller shall work in good faith to resolve any differences Purchaser’s objections within the [* * *]-day period (or such longer period as may be mutually agreed by Purchaser and Seller) following the delivery of such written notice. If Purchaser and Seller are not able to resolve all of Purchaser’s objections set forth in such written notice during the [* * *]-day period (or such longer period as may be mutually agreed by Purchaser and Seller) following delivery thereof, the resolution of all such unresolved items shall be submitted to the Independent Accountant and the terms of Section 2.7(e), Section 2.7(f) and Section 2.7(g) shall apply mutatis mutandis. The Independent Accountant shall be instructed to render its determination with respect to the Asset Acquisition Statement Disputed Items as soon as reasonably possible and the Parties shall use commercially reasonable efforts to cause the Independent Accountant to complete its work within thirty (30) [* * *] days after following the Sellers’ receipt formal engagement of the Notice of Objection. If the Buyer Independent Accountant; provided that Purchaser shall not dispute, and the Sellers are unable to resolve such differencesIndependent Accountant shall not resolve, the matters any item in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent a manner that is inconsistent with this Agreement. The fees, costs Section 2.8. (c) All fees and expenses relating to the engagement of the Accounting Firm Independent Accountant for purposes set forth in Section 2.8(b) shall be borne by in the Buyer and the Sellers manner described in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedSection 2.7(g). (bd) The Buyer In the event that any Taxing Authority disputes the Allocation, Purchaser or Seller, as the case may be, shall promptly notify the other Party of the nature of such dispute. (e) Purchaser and the Sellers Seller agree that they shall each (to file and shall cause their respective Affiliates to) file all prepare any Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent accordance with the Asset Acquisition Statement (as finalized Allocation, and they further agree not to take any tax position that is inconsistent with the Allocation, unless otherwise required pursuant to a “determination” (within the meaning of Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent 1313 of the Code or any Party (or their Affiliates) from settling, or require any similar provision of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(aapplicable Law).

Allocation of the Purchase Price. (a) Within ninety (90) days The Buyer and the Sellers agree to cooperate in good faith to determine the allocation of the Purchase Price, as finally determined pursuant to this Section 2.6, and any other consideration required to be taken into account under applicable Legal Requirements among the Purchased Assets and the covenants set forth in Section 5.1 in accordance with IRC Section 1060 and the Treasury Regulations thereunder. On or prior to the 60th day after the final determination of the Final Purchase Price pursuant to Section 2.5Payment is made, the Buyer shall provide to the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ Buyer’s proposed allocation of the Final Purchase Price (plus any and other amounts, including Assumed Liabilities, consideration. Within 60 days after the date of the delivery of such allocation to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicableSellers, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, Sellers shall propose to the Sellers in writing Buyer any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer allocation in writing or otherwise shall be deemed to have accepted agreed with such proposed Asset Acquisition Statement and it shall become final and binding on allocation upon the Partiesexpiration of such 60-day period. If the Buyer delivers a Notice of Objection, then the The Buyer and the Sellers will endeavor Seller shall cooperate in good faith to resolve any differences with respect mutually agree to such allocation and shall reduce such agreement to writing (as agreed upon, the Asset Acquisition Statement “Purchase Price Allocation”). If the Sellers and the Buyer are unable to reach an agreement within thirty (30) 30 days after the Sellers’ Buyer’s receipt of the Notice of Objection. If the Buyer and the Sellers are unable Sellers’ proposed written changes to resolve such differencesallocation, the matters in dispute shall be resolved and the Purchase Price Allocation shall be determined by the Accounting Firm, which determination nationally recognized accounting firm engaged by such Accounting Firm shall be consistent with this Agreementthe Buyer for purposes of auditing or reviewing its financial statements. The feesPurchase Price Allocation, costs and expenses of the Accounting Firm shall be borne as agreed upon by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved and/or determined by the Accounting Firmsuch accounting firm under this Section 2.6, which proportionate allocations also shall be determined final and binding upon the Parties. Each of the Buyer and the Sellers shall bear all fees and costs incurred by the Accounting Firm at the time it in connection with the determination of the Accounting Firm Purchase Price Allocation, except that the Buyer and the Sellers shall each pay 50% of the fees and expenses of the accounting firm. The Parties shall file timely any forms and statements required under U.S. federal or state income Tax laws consistent with such agreed Purchase Price Allocation. The Purchase Price Allocation shall be revised to take into account subsequent adjustments to the Purchase Price, Assumed Obligations or other consideration, in the manner provided by IRC Section 1060 and the Treasury Regulations thereunder. The Parties shall not file any Tax Return or otherwise take any position with respect to Taxes which is rendered. (b) inconsistent with such Purchase Price Allocation, unless required to do so by a final determination as defined in Section 1313 of the IRC. The Buyer and the Sellers agree that they shall to promptly advise each (and shall cause their respective Affiliates to) file all other regarding the existence of any Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (audit, controversy or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment litigation related to the Purchase Price Allocation. The Purchase Price Allocation provided in connection with an indemnification claim made pursuant this Section 2.6 shall in no way be viewed or asserted by any Party as indicative of the Damages that would be suffered by the Buyer if any Seller Party were to Article 13, breach the allocation described in the Asset Acquisition Statement (as finalized pursuant to provisions of Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)5.1.

Allocation of the Purchase Price. (a) Within ninety (90) days Purchaser and J&J, on behalf of itself and the other Sellers, agree that they shall negotiate to enter into agreement on or after the final determination of Closing Date concerning the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including and the Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) Liabilities among the Transferred Purchased Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”"Allocation"), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer Purchaser and J&J, on behalf of itself and the Sellers other Sellers, agree that they the Allocation shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized be made pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) the following procedure: J&J shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect deliver to the Asset Acquisition Statement. Upon any adjustment to Purchaser an allocation of the Purchase Price and Assumed Liabilities among the Purchased Assets (the "Proposed Allocation"). Purchaser shall agree to the Proposed Allocation unless such allocation is unreasonable, in connection with an indemnification claim made pursuant which case Purchaser shall deliver written notice to Article 13J&J within 30 days after Purchaser's receipt of the Proposed Allocation. If Purchaser so objects to the Proposed Allocation, the allocation described Independent Accountant shall resolve any such objections within 30 days after its engagement for this purpose. The Proposed Allocation shall be amended accordingly, and the Proposed Allocation as so amended shall be the Allocation. (c) All fees and expenses relating to the Proposed Allocation shall be borne by J&J, and all the fees and expenses relating to the engagement of the Independent Accountant for purposes set forth in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)2.8(b) shall be subject borne by Purchaser. (d) In the event that any Tax Authority disputes the Allocation, J&J, on behalf of itself and the other Sellers, or Purchaser, as the case may be, shall promptly notify the other party of the nature of such dispute. (e) Purchaser and J&J, on behalf of itself and the other Sellers, agree to adjustment file and prepare any Tax Returns in a manner consistent accordance with Section 2.6(a)the Allocation, and they further agree not to take any tax position that is inconsistent with the Allocation.

Allocation of the Purchase Price. (a) Within ninety (90) [***] days after following the final determination of Closing Date, Purchaser shall prepare and deliver to the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) Seller an allocation schedule (the “Asset Acquisition StatementAllocation Schedule”) with allocating the Sellers’ proposed allocation Purchase Price plus the amount of any Assumed Liabilities (as determined for United States federal income tax purposes as of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposesClosing) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder Assets. The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code, the Treasury Regulations promulgated thereunder, and as set forth on Schedule 1. Within [***] days of its receipt of such Allocation Schedule, the Seller shall notify Purchaser in writing whether it has any objection to such Allocation Schedule and, if it has any objection, it shall specify the nature and grounds for such objection with particularity; provided, however, no objection shall be raised or considered that is contrary to the Parties’ agreement set forth on Schedule 1. Purchaser and the Seller shall, during the [***] day period following such delivery, negotiate in good faith to resolve any disputes with respect to the Allocation Schedule. Thereafter, if the Seller and Purchaser are unable to resolve any such dispute with respect to the Allocation Schedule within a [***] day period after the delivery of the Allocation Schedule to the Seller, such dispute shall be resolved by an impartial nationally recognized firm of independent certified public accountants mutually appointed by Purchaser and the Seller, and shall provide the Seller and Purchaser with a copy of the final Allocation Schedule (the “Final Allocation Schedule”). The fees and expenses of such accounting firm shall be borne equally by Purchaser and the Seller. Notwithstanding anything to the contrary herein, should the parties be unable to agree to the appointment of an impartial nationally recognized firm of independent certified public accountants within [***] days after the parties determine that the Allocation Schedule is disputed, either in whole or in part, Purchaser shall select an accounting firm from Schedule 8 and such firm shall be appointed to resolve the dispute provided no conflict exists for either party at the time of appointment of the hiring of such firm. The Parties shall act in accordance with the computations and allocations contained in the Final Allocation Schedule and not take any position inconsistent therewith, including with respect to any Tax Return filings (including, without limitation, IRS Form 8594) or with respect to any prosecution, defense, or conduct of any pending or threatened Tax contest, unless otherwise required to do so in connection with a final determination within the meaning of Section 1313 of the Code (and any other applicable or a comparable provision of state, local or non-U.S. Law). The Buyer maylaw, within thirty (30) days and after receiving such Asset Acquisition Statement, propose which prompt notice thereof shall be given to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the other Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect Purchase Price is adjusted pursuant to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt terms of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of Purchaser shall adjust the Accounting Firm shall be borne by the Buyer and the Sellers Final Allocation Schedule to reflect such adjustment in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection accordance with an indemnification claim made pursuant to Article 13, this Section 2.9 and provide the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in Seller with a manner consistent with Section 2.6(a)copy thereof.

Allocation of the Purchase Price. Within one hundred twenty (a) Within ninety (90120) days after the final determination Closing, the Buyer shall provide to the Seller a schedule setting forth the allocation of the Final Purchase Price pursuant to Section 2.5, among the Sellers will provide Acquired Assets (including any Assumed Liabilities treated as consideration for the Buyer with a statement (or statementsAcquired Assets for Tax purposes) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price Allocation Schedule”), which shall be subject to approval by the Seller (plus any other amountssuch approval not to be unreasonably withheld, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder delayed or thereunder conditioned). The Purchase Price Allocation Schedule shall be prepared in accordance with Section 1060 of the Code Code. In the event of any dispute between the Buyer, on the one hand, and the Seller, on the other hand, with respect to the Purchase Price Allocation Schedule, the Buyer and Seller shall use Commercially Reasonable Efforts to resolve all such disputed items within fifteen (15) days after the receipt by the Seller of the Purchase Price Allocation Schedule. If the Buyer and any other applicable stateSeller are unable to resolve all disputed items within such fifteen (15) day period, local or non-U.S. Law)they shall jointly engage the Boston, Massachusetts office of Deloitte & Touche LLP (the “Accountants”) and submit the disputed items to the Accountants for resolution. The Buyer mayAccountants shall act as experts, within and not as arbitrators, and shall determine only those items in dispute on the Purchase Price Allocation Schedule. Promptly, but no later than thirty (30) days after receiving their engagement for such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such periodpurpose, the Buyer Accountants shall be deemed deliver a written report to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect Seller as to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt resolution of the Notice of Objectiondisputed items. If The Purchase Price Allocation Schedule, either as approved by the Seller, or as determined by the Accountants as provided above, shall be final and binding upon all the Parties, and the Buyer and the Sellers are unable to resolve such differences, Seller shall each use the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this AgreementPurchase Price Allocation for all relevant Tax purposes. The fees, costs fees and expenses of the Accounting Firm Accountants incurred in connection with the resolution of disputes pursuant to this Section 2.8 shall be borne allocated between the Buyer, on the one hand, and the Seller, on the other hand, in proportion to the relative aggregate dollar amounts of disputed items that are determined adversely to the Buyer, on the one hand, and the Seller, on the other hand, by the Buyer Accountants. The Seller and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause to file their respective Affiliates to) file IRS Forms 8594 and all federal, state and local Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent accordance with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)Allocation Schedule.

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed The allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets andsold by the Seller (the "Allocation") shall be determined as set forth in this Section 3.4. The Allocation shall be in a form consistent with Form 8594, if applicableAsset Acquisition Statement under Section 1060 of the Code. Each of the Seller, on the one hand, and the Purchaser, on the other, will (a) be bound by the Allocation for purposes of determining any Taxes, and cause their Affiliates to determine any Taxes consistent with the Allocation; (b) prepare and file, and cause their respective Affiliates to prepare and file, all Tax Returns on a basis consistent with the Allocation; and (c) take no position, and cause their respective Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise. Attached hereto as Schedule 3.4 is the Seller's proposed Allocation (the "Seller's Allocation"). If the Purchaser disagrees with the Seller's Allocation, the Ancillary Agreements Purchaser may, within 30 days after the Closing Date, deliver a written notice (the "Allocation Objection Notice") to the Seller specifying those items set forth in the Seller's Allocation as to which the Purchaser disagrees, describing the disagreement and setting forth the Purchaser's proposed Allocation, which shall be consistent with Section 1060 of the Code. If the Allocation Objection Notice is duly delivered, then the Seller and the Purchaser shall, during the 15 days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts. If the Seller and the Purchaser are unable to reach such agreement, the Seller and the Purchaser shall promptly thereafter cause an independent accounting firm or other independent expert (an "Independent Expert") to resolve any other rights transferred hereunder or thereunder remaining disputes in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”)this Section 3.4, and if the Buyer does not deliver cost of such a Notice of Objection within such period, the Buyer Independent Expert shall be deemed to have accepted such proposed Asset Acquisition Statement borne equally between the Seller and it the Purchaser. If no Allocation Objection Notice is duly and timely delivered, then the Seller's Allocation as prepared by the Seller and as may be adjusted as herein provided in this Section 3.4 shall become final be conclusive and binding on the Parties. If In the Buyer delivers a Notice of Objection, then event that the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm Seller's Allocation is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding disputed by any Governmental Authority with respect Authority, the Party receiving notice of the dispute will promptly notify the other Party hereto, and the Seller and Purchaser agree to use their commercially reasonable efforts to defend such Allocation in any audit or similar Legal Proceeding. In the Asset Acquisition Statement. Upon any event of an adjustment to the Purchase Price due to a Milestone Payment or any adjustment to the amount of the Prepaid Amounts, in connection with an indemnification claim made pursuant each case, as set forth above, then the Allocation will be revised to Article 13, reflect such Milestone Payment or the allocation described in adjustment to the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)amount of the Prepaid Amounts.

Allocation of the Purchase Price. (a) Within ninety (90) days after Solely for the final determination purposes of Article 4, Buyer and Sellers have agreed upon an allocation of the Final unadjusted Purchase Price among each of the Assets, including the Rights-of-Way that are allocated a value based on dollars per rod, and such allocations are set forth on Exhibit B (the “Allocated Value”). Any adjustments to the Purchase Price pursuant to Section 2.52.4 shall be applied to the amounts set forth on Exhibit B for the particular affected Assets. After Sellers and Buyer have agreed on the Allocated Values for the Assets, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement Allocated Values solely for purposes of Article 4, but otherwise Sellers make no representation or warranty as to the accuracy of such values. Sellers and it shall become final and binding on the Parties. If the Buyer delivers agree that neither they nor their Affiliates will take a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences contrary position with respect to the Asset Acquisition Statement within thirty (30) days after Allocated Values in notices to a Governmental Authority or in other documents or notices relating to the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved transactions contemplated by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The On or prior to the date sixty (60) days after the Closing Date, Buyer shall provide to Sellers a schedule (the “Proposed Sections 1060 and 751 Allocation Schedule”) that sets forth (i) Buyer’s proposed allocation of the consideration paid to Sellers (i.e., the Purchase Price as adjusted by liabilities assumed or taken subject to) for purposes of Section 1060 of the Code, and (ii) a separate allocation of the portion of the consideration paid to Sellers pursuant to this Agreement attributable to assets set forth under Section 751(a) of the Code. Within forty-five (45) days after the receipt of the Proposed Sections 1060 and 751 Allocation Schedule, Sellers shall propose to Buyer any changes to such schedule. Sellers and Buyer shall cooperate in good faith to attempt to mutually agree that they shall each (to such schedule and shall cause their respective Affiliates to) reduce any such agreement to writing (the “Final Sections 1060 and 751 Allocation Schedule”), including any forms or statements required by the Code, Treasury regulations or the IRS, together with any and all attachments required to be filed therewith. Sellers and Buyer shall file all Tax Returns (including amended returns timely any such forms and claims for refunds) and information reports in a manner consistent statements with the Asset Acquisition Statement (as finalized pursuant IRS. The allocation of the consideration paid to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) Sellers shall prevent be revised to take into account any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment subsequent adjustments to the Purchase Price in connection the manner provided by applicable provisions of the Code and the Treasury Regulations thereunder. Sellers and Buyer shall file (and Buyer shall cause PCM to file) all Tax Returns and other documents consistent with an indemnification claim made pursuant to Article 13, the allocation described set forth in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)Final Sections 1060 and 751 Allocation Schedule.

Allocation of the Purchase Price. Within one hundred twenty (a) Within ninety (90120) days after the final determination Closing, the Buyer shall provide to the Seller a schedule setting forth the allocation of the Final Purchase Price pursuant to Section 2.5, among the Sellers will provide the Buyer with a statement (or statements) Acquired Assets (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amountsAllocation Schedule”), including Assumed Liabilitieswhich shall be on IRS Form 8594, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder made in accordance with Section 1060 of the Code Code, and subject to approval by the Seller (and any other applicable statesuch approval not to be unreasonably withheld, local delayed or non-U.S. Lawconditioned). In the event of any dispute between the Buyer, on the one hand, and the Seller, on the other hand, with respect to the Purchase Price Allocation Schedule, the Buyer and Seller shall use Commercially Reasonable Efforts to resolve all such disputed items within fifteen (15) days after the receipt by the Seller of the Purchase Price Allocation Schedule. If the Buyer and Seller are unable to resolve all disputed items within such fifteen (15) day period, they shall jointly engage the Boston, Massachusetts office of Deloitte & Touche LLP (the “Accountants”) and submit the disputed items to the Accountants for resolution. The Buyer mayAccountants shall act as experts, within and not as arbitrators, and shall determine only those items in dispute on the Purchase Price Allocation Schedule. Promptly, but no later than thirty (30) days after receiving their engagement for such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such periodpurpose, the Buyer Accountants shall be deemed deliver a written report to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect Seller as to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt resolution of the Notice of Objectiondisputed items. If The Purchase Price Allocation Schedule, either as approved by the Seller, or as determined by the Accountants as provided above, shall be promptly delivered to the Seller by the Buyer and shall be final and binding upon all the Parties, and the Buyer and the Sellers are unable to resolve such differences, Seller shall each use the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this AgreementPurchase Price Allocation for all relevant Tax purposes. The fees, costs fees and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price Accountants incurred in connection with an indemnification claim made the resolution of disputes pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to this Section 2.6(a)) 2.8 shall be subject allocated between the Buyer, on the one hand, and the Seller, on the other hand, in proportion to adjustment in a manner consistent with Section 2.6(a)the relative aggregate dollar amounts of disputed items that are determined adversely to the Buyer, on the one hand, and the Seller, on the other hand, by the Accountants.

Allocation of the Purchase Price. (a) [Intentionally omitted.] (b) Within eight (8) months after the date hereof (but in no event less than ninety (90) days after prior to when the final determination of the Final Purchase Price pursuant First Closing Date is reasonably expected to Section 2.5occur), the Sellers will provide Seller Parent shall deliver to the Buyer with Parent a statement (or statements) schedule (the “Asset Acquisition StatementFirst Closing Purchase Price Allocation”) with allocating the Sellers’ proposed allocation of the Final Initial First Closing Purchase Price (plus using a reasonable estimate of the Estimated CapEx Adjustment and including any other amounts, including First Closing Assumed Liabilities, to the extent properly taken into account Liabilities treated as consideration for applicable the First Closing Transferred Assets for income Tax purposes) among the First Closing Transferred Assets andand such other assets or rights acquired, if applicableor to be acquired, by Buyer Parent or any of its Affiliates pursuant to the Transaction Agreements (other than Second Closing Transferred Assets). The Parties acknowledge and agree that (i) a portion of the Initial First Closing Purchase Price (as adjusted as set forth above), as determined in accordance with and subject to the requirements of this Section 2.13(b), shall be treated as amounts paid to OpCo for the provision of future goods and services pursuant to the Manufacturing and Sale Agreement (such portion, the Ancillary Agreements “Deferred Revenue Amount”) and any other rights transferred hereunder or thereunder (ii) such Deferred Revenue Amount shall be amortized ratably over the Term (as defined in the Manufacturing and Sale Agreement). The remainder of the Initial First Closing Purchase Price (as adjusted as set forth above) shall be allocated in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any other applicable similar provision of state, local or non-U.S. foreign Law, as applicable). If the fair market value of the First Closing Transferred Assets (and/or such other assets or rights) is greater than the Initial First Closing Purchase Price (using a reasonable estimate of the Estimated CapEx Adjustment and including any First Closing Assumed Liabilities treated as consideration for the First Closing Transferred Assets for income Tax purposes), then a portion of the Second Closing Purchase Price shall be treated as consideration for the First Closing Transferred Assets (and/or such other assets or rights) to the extent of such excess (other than any amounts required to be treated as interest under applicable Law); provided that (A) the determination of the fair market value of the First Closing Transferred Assets (and/or such other assets or rights) and thus any portion of the Second Closing Purchase Price treated as consideration for the First Closing Transferred Assets (and/or such other assets or rights) shall be subject to the requirements of this Section 2.13(b), and (B) the Parties agree and acknowledge that in the event the Second Closing does not occur, any portion of the Second Closing Purchase Price allocated to the First Closing Transferred Assets (and/or such other assets or rights) shall be reduced to zero for purposes of the First Closing Purchase Price Allocation and treated as a purchase price reduction with respect to the First Closing Transferred Assets (and not as cancellation of indebtedness income recognized by Buyer Parent or its Affiliates), to the extent permitted by applicable Law, and the Parties shall not take any actions that would be reasonably expected to affect the foregoing intended tax treatment, except as required by applicable Law. The First Closing Purchase Price Allocation shall be deemed final by the Buyer may, Parent unless the Buyer Parent notifies the Seller Parent in writing that the Buyer Parent objects to one or more items reflected in the First Closing Purchase Price Allocation within thirty sixty (3060) days after receiving such Asset Acquisition Statement, propose delivery of the First Closing Purchase Price Allocation to the Sellers in writing Buyer Parent. In the event of any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such periodobjection, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer Parent and the Sellers will endeavor Seller Parent shall negotiate in good faith to resolve such dispute; provided, however, that if the Buyer Parent and the Seller Parent are unable to resolve any differences dispute with respect to the Asset Acquisition Statement First Closing Purchase Price Allocation within thirty (30) days after the Sellers’ receipt delivery of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differenceswritten objection, the matters in such dispute shall be resolved by an impartial, internationally recognized firm of independent certified public accountants mutually appointed by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this AgreementBuyer Parent and the Seller Parent. The fees, costs fees and expenses of the Accounting Firm such accounting firm shall be borne equally by the Buyer Parent and the Sellers in inverse proportion Seller Parent. The Parties shall revise and/or amend the First Closing Purchase Price Allocation with respect to (i) any material change affecting the composition or relative values of the First Closing Transferred Assets (or such other assets or rights acquired, or to be acquired, by Buyer Parent or any of its Affiliates pursuant to the Transaction Agreements (other than Second Closing Transferred Assets)) or the First Closing Assumed Liabilities between the date the First Closing Purchase Price Allocation is finalized and the First Closing Date, as they may prevail on matters agreed by the Parties (with any dispute resolved by an impartial, internationally recognized firm of independent certified public accountants mutually appointed by the Accounting FirmBuyer Parent and the Seller Parent, which proportionate allocations also whose fees and expenses shall be determined borne equally by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer Parent and the Sellers agree that they Seller Parent), and (ii) any adjustment, if applicable, pursuant to ARTICLE X. The Parties shall each (not, and shall cause their respective Affiliates not to, take any position or action inconsistent with the First Closing Purchase Price Allocation, if any, except upon a final determination by an applicable Tax Authority. The parties hereby agree that (A) file all this Section 2.13(b) applies solely to tax and accounting treatment and reporting of the transactions contemplated by the Transaction Agreements, and (B) nothing in this Section 2.13(b) will affect the amounts of the Initial First Closing Purchase Price, the Final First Closing Purchase Price, or the Second Closing Purchase Price or when such amounts are required to be paid. (c) Based on the First Closing Purchase Price Allocation, the Parties shall agree: (i) on, or prior to, the date any Transfer Taxes and/or VAT are due in respect of the First Closing Transactions, on a statement setting forth the allocable portion of the Initial First Closing Purchase Price applicable to any First Closing Transferred Assets subject to such Transfer Tax Returns and/or VAT; and (including amended returns ii) at least thirty (30) days prior to the First Closing, in writing in a form to be mutually agreed upon by the Parties, (A) the allocation of the Initial First Closing Purchase Price to be paid to each Seller and claims for refunds(B) the currency(ies) in which the Initial First Closing Purchase Price will be paid to each Seller. (d) The provisions of Sections 2.13(b) and information reports in a manner consistent with 2.13(c) shall apply to the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)))Second Closing Transactions mutatis mutandis; provided that nothing contained in this Section 2.6(b) shall prevent if any Party portion of the Second Closing Purchase Price is allocated to the First Closing Transferred Assets (or their Affiliates) from settlingsuch other assets or rights acquired, or require to be acquired, by Buyer Parent or any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect its Affiliates pursuant to the Asset Acquisition Statement. Upon any adjustment Transaction Agreements (other than Second Closing Transferred Assets)) under Section 2.13(b), such portion shall not be allocated to the Purchase Price Second Closing Transferred Assets, and in connection with an indemnification claim made pursuant no event shall any additional amount be required to Article 13, be paid for the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).Second Closing Transferred Assets

Allocation of the Purchase Price. Within one hundred twenty (a) Within ninety (90120) days after the final determination of the Final Purchase Price pursuant Closing, Buyer shall provide to Section 2.5, the Sellers will provide the Buyer with Seller a statement (or statements) schedule setting forth such allocation (the “Asset Acquisition StatementPurchase Price Allocation Schedule”), which shall be subject to reasonable approval by Seller. In the event of any dispute between Buyer, on the one hand, and Seller, on the other hand, with respect to the Purchase Price Allocation Schedule, the Parties shall use Commercially Reasonable Efforts to resolve all such disputed items within fifteen (15) days after the receipt by Seller of the Purchase Price Allocation Schedule. If the Parties are unable to resolve all disputed items within such fifteen (15) day period, they shall jointly engage the Boston, Massachusetts office of KPMG (the “Accountants”) with and submit the Sellers’ proposed allocation of disputed items to the Final Accountants for resolution. The Accountants shall act as experts, and not as arbitrators, and shall determine only those items in dispute on the Purchase Price (plus any other amountsAllocation Schedule. Promptly, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within but no later than thirty (30) days after receiving their engagement for such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such periodpurpose, the Buyer Accountants shall be deemed deliver a written report to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect Seller as to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt resolution of the Notice of Objectiondisputed items. If The Purchase Price Allocation Schedule, either as approved by Seller, or as determined by the Accountants as provided above, shall be final and binding upon all Parties and Buyer and the Sellers are unable to resolve such differences, Seller shall each use the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this AgreementPurchase Price Allocation for all relevant tax purposes. The fees, costs fees and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price Accountants incurred in connection with an indemnification claim made the resolution of disputes pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to this Section 2.6(a)) 2.8 shall be subject allocated between Buyer, on the one hand, and the Seller, on the other hand, in proportion to adjustment in a manner consistent with Section 2.6(a)the relative aggregate dollar amounts of disputed items that are determined adversely to the Buyer, on the one hand, and the Seller, on the other hand, by the Accountants.

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5Closing Date, the Sellers Purchaser will provide the Buyer Member Representative with a statement (or statements) draft of IRS Form 8594 and any required exhibits thereto (the “Asset Acquisition StatementStatements”) with the Sellers’ setting forth Purchaser’s proposed allocation of the Purchase Price paid among the Company Acquired Assets and the Platinum PEO Acquired Assets in accordance with section 1060 of the Code; provided, however, that the portion of the Acquired Assets consisting of assets taken into account in the calculation of Final Closing Adjusted Working Capital will include the values used in the determination of Final Closing Adjusted Working Capital. For purposes of this Section 2.8, the consideration paid shall be equal to the Purchase Price (as adjusted pursuant to Section 2.5) plus any other amounts, including that portion of the Assumed Liabilities, to the extent properly taken into account as consideration Liabilities that are considered assumed liabilities for applicable federal income Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code . Within forty-five (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (3045) days after receiving such Asset Acquisition StatementStatements, the Member Representative will propose to the Sellers in writing Purchaser any changes to such the Asset Acquisition Statement that Statements which it believes are consistent necessary to comply with applicable Law (section 1060 of the “Allocation Notice Code and a reasonably detailed explanation of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted basis for any such proposed Asset Acquisition Statement and it shall become final and binding on the Partieschanges. If the Buyer delivers a Notice of Objection, then the Buyer Purchaser and the Sellers Member Representative will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement Statements within thirty (30) days after the Sellers’ Purchaser’s receipt of written notice of objection from the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedMember Representative. (b) The Buyer Subject to the provisions of the following sentence of this Section 2.8(b), the Purchase Price (together with any Assumed Liabilities) will be allocated in accordance with the Asset Acquisition Statements provided by Purchaser to the Member Representative pursuant to Section 2.8(a), reflecting any changes agreed upon by the parties pursuant to Section 2.8(a), and, subject to the requirements of applicable Tax law or election (including but not limited to IRS Form 8594 and any comparable report under state or local Tax law), all Tax returns and reports filed by Purchaser and Sellers will be prepared consistently with such allocations. If the Member Representative withholds its consent to the allocations reflected in the Asset Acquisition Statements, and Purchaser and the Member Representative have acted in good faith to resolve any differences with respect to items on the Asset Acquisition Statement and thereafter are unable to resolve any differences, then any remaining disputed matters will be finally and conclusively determined by an Independent Accounting Firm mutually selected by Purchaser and the Member Representative. Promptly, but not later than thirty (30) days after its acceptance of its appointment hereunder, the Independent Accounting Firm will determine (based solely on presentations by Purchaser and the Member Representative and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of Purchase Price (including any Assumed Liabilities), which report shall be conclusive and binding upon the parties. Purchaser and Sellers agree that they shall each (and shall cause their respective Affiliates to) shall, subject to the requirements of any applicable Tax law or election, file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); allocation provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) Statements or, if applicable, the determination of the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm incurred in resolving the disputed matter shall be subject to adjustment in a manner consistent with Section 2.6(a)split equally between Purchaser on the one hand and Sellers on the other.

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5Price, the Buyers shall prepare and deliver to the Sellers will provide the Buyer with a draft statement (or statements) (the “Asset Acquisition Allocation Statement”) with the Sellers’ proposed reflecting an allocation of the Final Purchase Price (plus any and all other amounts, including Assumed Liabilities, to the extent properly taken into account amounts treated as consideration Purchase Price for applicable U.S. federal income Tax purposes) among the Transferred Assets Sellers and, if applicablewith respect to that portion of the Final Purchase Price allocated to each Seller, among the Ancillary Agreements and any other rights transferred hereunder or thereunder separate classes of assets of Purchased Assets purchased from each Seller in accordance with Section 1060 of the Code and Treasury Regulations thereunder (and any other applicable similar provision of state, local or non-U.S. Lawlaw, as appropriate) in a manner consistent with the principles to be negotiated in good faith and mutually agreed upon by the Parties prior to Closing (such methodology, the “Allocation Methodology” and such allocation, the “Allocation”). The Within forty-five (45) days following receipt by the Sellers of the Allocation Statement, the Sellers shall review the Allocation and submit to the Buyer mayin writing any options or proposed changes to the Allocation Statement (an “Allocation Objection Notice”). Unless the Sellers submit an Allocation Objection Notice on or prior to the expiration of such forty-five (45) day period, the Allocation Statement prepared and delivered to the Sellers pursuant to this Section 2.04(a) shall be deemed agreed upon by the Parties and shall be deemed conclusive for the purposes of the Allocation. (b) If the Sellers timely submit an Allocation Objection Notice in accordance with Section 2.04(a), the Parties shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. In the event the Parties are unable to resolve any dispute with respect to the Allocation Statement within twenty (20) days after the delivery of the Allocation Objection Notice, the Buyers and the Sellers shall engage the Accounting Firm to resolve any such dispute in accordance with the Allocation Methodology. In resolving any dispute with respect to the Allocation Statement, the Accounting Firm (i) shall be bound by the Allocation Methodology, (ii) may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value for such item claimed by either the Buyers or the Sellers, (iii) shall restrict its decision to such items included in the Sellers’ objection(s) which are then in dispute, (iv) may review only the written presentations of the Buyers and the Sellers in resolving any matter which is in dispute, and (v) shall render its decision in writing within thirty (30) calendar days after receiving such Asset Acquisition Statement, propose the disputed item(s) have been submitted to it. The resolution of any disputed items by the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer Accounting Firm shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final conclusive and binding on the Parties. If Parties for the Buyer delivers a Notice purposes of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by each Party in the Buyer percentage inversely proportionate to the percentage of the total amount of the total items submitted for dispute that are resolved in such Party’s favor. (c) The Parties agree that the Allocation Statement and Allocation reflected therein (as finally determined in accordance with this Section 2.04) (the “Agreed Allocation”) shall be binding and, unless otherwise required by applicable Law following a “determination” within the meaning of Section 1313(a) of the Code or similar provision of other applicable Law, the Buyers and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause each of their respective Affiliates toAffiliates) file shall report the Transactions for all required income Tax Returns (including amended returns and claims for refunds) and information reports purposes in a manner consistent with such Agreed Allocation. Each Party shall timely and properly prepare, execute, file, and deliver all such documents, forms, and other information as the other Party may reasonably request in preparing such Agreed Allocation. Neither the Buyers nor Sellers (nor any of their respective Affiliates) shall take any position (whether in connection with a Tax audit, Tax Return, Tax proceeding, or otherwise) that is inconsistent with such Agreed Allocation unless required to do so by applicable Law following a “determination” within the meaning of Section 1313(a) of the Code or similar provision of other applicable Law; provided, however, nothing contained herein shall require any Party to litigate before any court or defend in any administrative proceeding (including any Tax audit or examination) any proposed deficiency or adjustment by any Taxing Authority challenging such Agreed Allocation. To the extent such filings are required, (x) the Buyers and Sellers 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 Agreed Allocation, and (as finalized pursuant y) the Buyers and the Sellers agree to Section 2.6(a))); provided that nothing contained in this Section 2.6(bprovide the other with any information required to complete Form 8594 within fifteen (15) shall prevent any Party (or their Affiliates) from settling, or require any Business Days of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)request for such information.

Allocation of the Purchase Price. (ai) The parties hereto agree that the amount of the Purchase Price allocable to (and payable by the Purchaser for) the Purchased Syntron Corp Interests is equal to the Purchased Syntron Corp Interest Purchase Price, and the amount of the Purchase Price allocable to (and payable by the Purchaser for) the Purchased Holdco Interests is equal to the Purchased Holdco Interest Purchase Price. (ii) Within ninety sixty (9060) days after the final determination of the Final Purchase Price pursuant to Net Working Capital as set forth in Section 2.51.05 herein, the Sellers will provide Purchaser shall deliver to the Buyer with Holdco Seller a statement (or statements) (the “Asset Acquisition Allocation Statement”) with setting forth in reasonable detail the Sellers’ proposed Purchaser’s determination of the allocation of the Final Purchased Holdco Interest Purchase Price Price, together with all other items required to be included as purchase price under the Code, among the assets of Holdco for Tax purposes, which allocation shall be based upon a third-party valuation of the assets of Holdco to be obtained by the Purchaser following the Closing. The Holdco Seller shall have sixty (plus any other amounts, including Assumed Liabilities, 60) days after receipt of such Allocation Statement within which to review and consent to the extent properly taken into account as consideration for applicable Tax purposes) among Purchaser’s determination. If the Transferred Assets andHoldco Seller does not object in writing to the Allocation Statement in such period it shall become the “Allocation Schedule”. If the Holdco Seller objects in writing to the Allocation Statement in such period, if applicable, then the Ancillary Agreements parties shall negotiate in good faith to resolve any disagreements with respect to the asset allocation. If the Purchaser and any other rights transferred hereunder or thereunder the Holdco Seller agree to an asset allocation in accordance with Section 1060 of the Code (above procedures, it shall become the Allocation Schedule. If the Purchaser and any other applicable state, local or non-U.S. Law). The Buyer may, the Holdco Seller are unable to agree to an Allocation Schedule within thirty (30) days after receiving such Asset Acquisition of the Holdco Seller’s delivery to the Purchaser of its objections to the Allocation Statement, propose then (A) the parties hereto shall not be bound by the Allocation Statement, (B) there shall be no Allocation Schedule for purposes of this Agreement, and (C) each party hereto shall be permitted to determine its own asset allocation for Tax purposes. The parties hereto agree that (x) under current law and administrative reporting requirements, the IRS Schedule K-1 (and comparable forms for state and local income Tax purposes) to be delivered by Holdco to the Sellers Holdco Seller attributable to the Holdco Tax Returns need not include any amounts included in, or attributable to, the Allocation Statement, and no such amounts are required to be included in writing any changes the informational statements required to such Asset Acquisition Statement that are consistent with applicable Law (be filed by the “Allocation Notice of Objection”Holdco Seller under Treasury Regulation Section 1.751-1(a)(3), and (y) if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer Purchaser and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers Holdco Seller are unable to resolve agree to an Allocation Schedule in accordance with the provisions of this Section 9.01(h)(ii), no such differences, the matters in dispute amounts shall be resolved by the Accounting Firm, which determination by included on such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers IRS Schedule K-1 or Treasury Regulation Section 1.751-1(a)(3) statement absent a change in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedlaw or in written administrative reporting requirements. (biii) The Buyer If the Purchaser and the Sellers Holdco Seller finally agree that they to an Allocation Schedule in accordance with Section 9.01(h)(ii), such Allocation Schedule shall each (be binding upon the Purchaser, Holdco, the Holdco Seller, Syntron Corp and shall cause their respective Affiliates to) file for all Tax Returns purposes, including for purposes of Code Section 751 and Code Section 743, and each such Person, as applicable, (A) shall file, or cause to be filed, all applicable Tax Returns, including amended returns IRS Form 8308 and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized informational statements required pursuant to Treasury Regulation Section 2.6(a1.751-1(a)(3))); provided that nothing contained , in this Section 2.6(baccordance with such Allocation Schedule, and (B) shall prevent not take or permit its Affiliates to take any Party position on any Tax Return or in any proceeding relating to Taxes that is inconsistent with such Allocation Schedule, unless required by a final determination or applicable Law. (or their Affiliatesiv) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect Notwithstanding anything herein to the Asset Acquisition Statement. Upon contrary, if the Purchaser and the Holdco Seller finally agree to an Allocation Schedule in accordance with Section 9.01(h)(ii), any adjustment subsequent adjustments or amounts properly treated as adjustments to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject incorporated into the Allocation Schedule as mutually agreed to adjustment in a manner consistent by the Holdco Seller and the Purchaser, and the Holdco Seller and the Purchaser shall use good faith efforts to resolve any dispute with Section 2.6(a)respect thereto.

Allocation of the Purchase Price. (a) Within ninety (90) days after To the final determination of extent required under applicable Law, Buyer and Seller agree to allocate the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus together with all other capitalized costs and any other amounts, including Assumed Liabilities, to the extent properly taken into account liabilities treated as consideration for applicable Tax purposesassumed) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code and Treasury Regulations promulgated thereunder (and any other applicable similar provision of state, local local, or non-U.S. Lawlaw, as appropriate). The Seller shall in good faith prepare and deliver such allocation to Buyer maywithin sixty (60) days after the Closing Date for Buyer’s review and comment (the “Allocation Schedule”). If Buyer objects to one or more items reflected in the Allocation Schedule, Buyer must provide a written notice of such objection to Seller and specify the reasonable basis for such objection within thirty (30) days after receiving such Asset Acquisition Statement, propose delivery to Buyer of the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law Allocation Schedule (the “Buyer’s Allocation Notice of ObjectionNotice”). In the case of such an objection, Seller and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer Xxxxx shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor negotiate in good faith to resolve any differences disputed items. Notwithstanding any other provision in this Agreement to the contrary, if Seller and Buyer are unable to resolve any such dispute within the thirty (30)-day period following the delivery of Buyer’s Allocation Notice, then Seller and Buyer shall each be entitled to use its own allocation with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters items in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)))dispute; provided that nothing contained Seller and Buyer shall each be bound by any item on the Allocation Schedule not in this Section 2.6(b) shall prevent dispute (such undisputed items, “Agreed Items”). The Allocation Schedule, as prepared by Seller if no Buyer’s Allocation Notice has been given, as adjusted pursuant to any Party (or their Affiliates) from settlingagreement between Seller and Buyer, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to Agreed Items (the Asset Acquisition Statement“Allocation”) shall be conclusive and binding on the parties hereto. Upon The Allocation shall be adjusted, as necessary, to reflect any adjustment subsequent adjustments to the Purchase Price and any other amounts treated as consideration for U.S. income Tax purposes. Seller and Buyer and their respective Affiliates shall report, act and file Tax Returns (including, but not limited to IRS Form 8594) in connection all respects and for all purposes consistent with an indemnification claim made pursuant the Allocation. Buyer shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Seller may reasonably request in preparing the Allocation Schedule. Neither Seller nor Buyer shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Allocation unless required to Article 13do so by applicable Law. Notwithstanding any other provision of this Agreement, the allocation described in terms and provisions of this Section 3.04 shall survive the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)Closing indefinitely.

Allocation of the Purchase Price. The Seller and the Purchaser shall allocate the Purchase Price and any other items properly treated as consideration for applicable Tax purposes to the assets of the Company, in each case, under the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder and, if required, the applicable rules of any jurisdiction where such assets are located. The Seller, within sixty (a60) Within days after the Closing, shall provide the Purchaser with a proposed allocation of the Purchase Price (and any other items treated as consideration for Tax purposes) in the manner described in the preceding sentence (the “Proposed Purchase Price Allocation”). The Parties acknowledge and agree that Purchaser (and its Affiliates) will not report any recognition of income attributable to prepaid income or deferred revenue, and Seller (and its Affiliates) shall not report any payment or deemed payment to Purchaser (or its Affiliates) in exchange for the assumption of any liabilities hereunder, under the principles of Xxxxx X. Xxxxxx Corp. v. Comm’r, 326 F.2d 67 (8th Cir. 1964), Revenue Ruling 68-112, 1968-1 C.B. 62 or Revenue Ruling 71-450, 1971-2 CB 78. If the Purchaser submits comments to the Seller on such Proposed Purchase Price Allocation within ninety (90) days after following the final determination delivery by the Seller of the Proposed Purchase Price Allocation, the Seller and the Purchaser shall make a good faith attempt to agree on modifications to the Proposed Purchase Price Allocation that address such comments no later than thirty (30) days following the receipt by the Seller of such comments, and if the Parties reach an agreement on all such comments, the mutually agreed allocation shall become final; provided that if the Purchaser does not submit comments to the Seller within thirty (30) days following the delivery by the Seller of the Proposed Purchase Price Allocation, the Proposed Purchase Price Allocation shall become final (any such final allocation, the “Final Purchase Price Allocation”). The Final Purchase Price Allocation shall be revised solely to reflect subsequent adjustments to the Purchase Price pursuant to Section 2.52.07 or otherwise (if any), the Sellers will provide the Buyer with which shall be reflected in a statement (or statements) (the “Asset Acquisition Statement”) manner consistent with the Sellers’ proposed allocation of items resulting in such adjustment. If a Final Purchase Price Allocation arises pursuant to this Section 2.09, then the Seller and the Purchaser agree to report the transactions contemplated in this Agreement for all Tax purposes in a manner consistent with the Final Purchase Price (plus Allocation and to not take any other amountsposition inconsistent therewith in any Tax Return, including Assumed Liabilitiesin any refund claim, in any litigation, or otherwise, unless required to do so pursuant to a “determination” within the extent properly taken into account as consideration for applicable Tax purposesmeaning of Section 1313(a) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and or any other applicable analogous provision of state, local or non-U.S. Law). The Buyer mayIf the Parties are unable to agree upon a Final Purchase Price Allocation pursuant to this Section 2.09, within thirty then the matters in dispute (30but only the matters in dispute) days after receiving such Asset Acquisition Statement, propose shall be submitted to the Sellers Neutral Accountant. The Neutral Accountant shall resolve the matters in writing any changes dispute in accordance with the principles of Section 2.07(d)(iii)-(iv), mutatis mutandis, and its decision as to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer matters shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm Neutral Accountant shall be borne by the Buyer and Parties under the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firmprinciples of Section 2.07(d)(vi), which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedmutatis mutandis. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final The Purchase Price (plus any and all other amounts, including Assumed Liabilities, to the extent properly taken into account amounts treated as consideration for applicable Tax U.S. federal income tax purposes) shall be allocated among (i) the Transferred Assets and, if applicable, assets of the Ancillary Agreements Company and any of its Subsidiaries that are treated as entities disregarded as separate from the Company for U.S. federal income tax purposes and (ii) the stock or other rights transferred hereunder or thereunder equity interests held by the Company with respect to any of its Subsidiaries not described in clause (i) above, in each case, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder to the extent applicable (and any other applicable statesimilar provision of state or local Law, local or non-U.S. Law)as appropriate) and the methodologies described in Schedule 10.2. The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed prepare and deliver to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers Seller a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt statement setting forth an allocation of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each Purchase Price (and shall cause their respective Affiliates toall other amounts treated as consideration for U.S. federal income tax purposes) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition methodologies described in Schedule 10.2 (the “Proposed Allocation Statement”). Within twenty (20) days following receipt of the Proposed Allocation Statement, Seller shall provide any written comments to such Proposed Allocation Statement, which Buyer shall consider in good faith. If the Parties cannot agree or otherwise resolve any disputed items in connection with such Proposed Allocation Statement, such disputed items shall be referred to Duff & Xxxxxx (the “Third Party Valuation Firm”) for resolution within twenty (20) days following such referral in the form of a written determination by the Third Party Valuation Firm in accordance with the methodologies described in Schedule 10.2 (any expenses arising in connection with any referral to the Third Party Valuation Firm shall be borne 50% by Buyer and 50% by Seller). The Proposed Allocation Statement, as agreed upon by Buyer and Seller or otherwise determined by the Third Party Valuation Firm (the “Final Allocation Statement”), shall be binding, and each Party shall report, act and file all Tax Returns in a manner consistent with such Final Allocation Statement (as finalized pursuant to Section 2.6(a)))and shall not take any position contrary thereto in respect of Taxes; provided provided, however that nothing contained in this Section 2.6(b) herein shall be construed so as to prevent any either Party (or their Affiliates) from settling, or require such Party to commence or participate in, any of them to litigate any challenge, proposed deficiency, adjustment litigation or other similar judicial or administrative proceeding challenging any determination made or other action taken by any Governmental Authority with respect to Tax matters attributable to such allocation set forth in the Asset Acquisition Final Allocation Statement. Upon If any adjustment is made to the Purchase Price in connection with an indemnification claim made pursuant to Article 13this Agreement, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) a corresponding adjustment shall be subject made to adjustment the Final Allocation Statement in a manner consistent with the methodologies described in Schedule 10.2, as appropriate. The provisions of this Section 2.6(a)10.2 will survive the Closing indefinitely.

Allocation of the Purchase Price. (a) Within ninety (90) 30 days after the final determination of the Final Purchase Price pursuant Closing Date, Buyer will deliver to Section 2.5, the Sellers will provide the Buyer with Seller a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed preliminary allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration included in the amount realized for applicable income Tax purposes) among the Transferred Purchased Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of ObjectionPreliminary Allocation”); provided, and if the Buyer does however, that such Preliminary Allocation will not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If Within 120 days after the Closing Date, Buyer delivers will deliver to Seller a Notice proposed final allocation of Objectionthe Purchase Price, then in accordance with the Buyer Preliminary Allocation and section 1060 of the Code and the Sellers Treasury Regulations thereunder (and any similar provision of U.S. state or local Tax law) (the “Proposed Final Allocation”). In preparing the Preliminary Allocation and the Proposed Final Allocation, Buyer will endeavor consider in good faith to resolve any differences with respect to input that Seller provides in writing regarding the Asset Acquisition Statement proposed valuation of specific assets. Seller will notify Buyer in writing within thirty (30) 30 days after the Sellers’ receipt of the Notice Proposed Final Allocation of Objectionany disagreement or reasonable objections Seller may have with the Proposed Final Allocation, in which case Seller and Buyer will use their good faith efforts to reach agreement thereon. If the Parties reach agreement thereon, their agreed upon allocation will constitute a “Final Allocation.” In the event Seller and Buyer fail to so agree within 30 days after Seller’s notice of disagreement has been delivered, then Seller and Buyer will promptly engage the Arbitration Firm to deliver to Buyer and Seller, within 30 days of the Sellers are unable to resolve such differencesengagement, an allocation of the matters in dispute shall be resolved by the Accounting FirmPurchase Price, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs will constitute a “Final Allocation.” Buyer and Seller will share equally the fees and expenses of the Accounting Arbitration Firm shall be borne by in connection with such engagement. Each Party will report the Buyer purchase and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination sale of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file Purchased Assets on all Tax Returns (including amended returns IRS Form 8594) in accordance with a Final Allocation, and claims for refunds) and information reports in no Party will take any position contrary to a manner consistent with the Asset Acquisition Statement (as finalized pursuant Final Allocation unless required by applicable law. The Parties agree to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or notify each other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon initiation of any adjustment action by the IRS or any other Taxing Authority relating to such allocations and agree to consult with each other with respect to any related action by the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)IRS or any other Taxing Authority.

Allocation of the Purchase Price. (a) Within No later than ninety (90) days after the final determination of the Final Purchase Price pursuant Closing Date, Seller shall deliver to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed Purchaser for Purchaser’s review and comment an allocation of the Final Preliminary Closing Purchase Price (plus any other amounts, including Assumed Liabilitiesor, to the extent properly taken into account as consideration for applicable Tax purposes) it has been finally determined in accordance with Section 2.4, the Final Purchase Price, among the Transferred Assets andpurchased Equity Interests, if applicablewith further allocations among the assets of each Acquired Company, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any other applicable state, local or non-U.S. Lawthe “Preliminary Allocation”). The Buyer mayPurchaser will have a period of thirty (30) days after its receipt of the Preliminary Allocation to review and to notify Seller of any disputes regarding the Preliminary Allocation (such notice, the “Purchaser Allocation Notice”). If a Purchaser Allocation Notice is duly delivered, Seller and Purchaser shall negotiate in good faith to resolve any disputes with respect to the Preliminary Allocation. If the parties are unable to resolve any such dispute within thirty (30) days after receiving Xxxxxx’s receipt of the Purchaser Allocation Notice, the parties shall submit such Asset Acquisition Statement, propose dispute to the Sellers Settlement Accountant for resolution in accordance with the procedures set forth in Section 2.4(c), applied mutatis mutandis. The Preliminary Allocation, if accepted by Purchaser in writing or if no Purchaser Allocation Notice has been timely delivered, or the Preliminary Allocation as adjusted pursuant to any changes to such Asset Acquisition Statement that are consistent with applicable Law agreement between Seller and Purchaser or a determination by the Settlement Accountant (the “Allocation Notice of ObjectionFinal Allocation”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer ) shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final conclusive and binding on the PartiesSeller and Purchaser. If the Buyer delivers Each of Seller and its Controlled Affiliates, and Purchaser and its Affiliates, shall (a) prepare and file all applicable Tax Returns, including applicable IRS Forms 8594, on a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be basis consistent with this Agreement. The fees, costs the Final Allocation and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and not take any position in any Tax Proceeding inconsistent with the Sellers agree that they shall each Final Allocation, except as otherwise required pursuant to a “determination” as defined in Section 1313(a) of the Code (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports any similar provision under any state, local or foreign law). To the extent the portion of the Final Purchase Price that is allocable to Equity Interests sold by a Selling Subsidiary in a manner consistent accordance with the Asset Acquisition Statement (as finalized Final Allocation is received by Seller pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling3.4, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) such portion shall be subject to adjustment in a manner consistent with Section 2.6(a)treated as having been received by Seller as agent, and on behalf, of such Selling Subsidiary.

Allocation of the Purchase Price. (a) Within ninety (90) days after The parties acknowledge and agree that the final determination purchase of the Final Purchase Price pursuant to Membership Interests will be treated as the sale of partnership interests within the meaning of Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 741 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to by the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (and a purchase of assets by the “Allocation Notice Purchaser. After a thorough analysis of Objection”), the transaction and if arms’ length negotiations between the Buyer does not deliver such a Notice of Objection within such periodparties, the Buyer parties agree that the Purchase Price shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding allocated among the Membership Interests of the Companies as set forth on the Parties. If the Buyer delivers a Notice of ObjectionExhibit B, then the Buyer and the Sellers will endeavor in good faith to resolve any differences and, with respect to the Asset Acquisition Statement Purchase Price allocated to the Membership Interests of A&S, shall be allocated among the assets of A&S as follows: (i) An amount equal to the Accounts Receivable (net of any allowance for doubtful accounts) as of the Closing Date shall be allocated to such Accounts Receivable, in accordance with the net amount of each such item reflected in the Companies’ books and records as of the Closing Date in accordance with GAAP; (ii) An amount equal to the inventory as of the Closing Date shall be allocated to inventory, in accordance with the amount of each such item reflected in the Companies’ books and records as of the Closing Date in accordance with GAAP; (iii) An amount equal to all prepaid items as of the Closing Date shall be allocated to such prepaid items, in accordance with the amount of each such item reflected in the Companies’ books and records as of the Closing Date in accordance with GAAP; (iv) An amount equal to the fair market value of the machinery and equipment (including all tractors and trailers), as mutually agreed to in good faith by the Seller Representative and the Purchaser within thirty (30) days after the Sellers’ receipt Closing Date, shall be allocated to the machinery and equipment; (v) An amount equal to the fair market value of all intangibles not included in Section 197 of the Notice of Objection. If Code, as mutually agreed to in good faith by the Buyer Seller Representative and the Sellers are unable to resolve such differencesPurchaser within thirty (30) days after the Closing Date, the matters in dispute shall be resolved by allocated to such intangibles; and (vi) The balance of the Accounting Firm, which determination by such Accounting Firm Purchase Price shall be consistent with this Agreement. The fees, costs and expenses allocated to Section 197 intangibles (within the meaning of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting FirmCode), which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedincluding goodwill. (b) On or prior to the thirtieth (30th) day following the Closing Date, the Purchaser shall deliver to the Seller Representative the Purchaser’s good faith determination of the dollar amounts to be allocated to the items set forth in Section 2.4(a). The Buyer Seller Representative shall have thirty (30) days to object to the Purchaser’s determinations. The Purchaser shall afford the Seller Representative and its accountants full access to the books and records of the Purchaser as they pertain to the allocations during such thirty (30) day period. Thereafter, the Purchaser and the Seller Representative shall have an additional thirty (30) days to mutually agree on the respective allocations. If the Purchaser and the Seller Representative do not agree on the respective allocations within such period, then the disputed items shall be presented to a national or regional firm of certified independent public accountants mutually acceptable to the Purchaser and the Seller Representative that is not the regular accounting firm of the Purchaser, the Companies or the Sellers agree that they (the “Accountant”). The Accountant shall act as an arbitrator to determine only those items with respect to the purchase price allocation which are still in dispute. The Accountant’s determination shall be final and binding against the parties and enforceable in any court of competent jurisdiction. The fees and expenses of the Accountant shall be allocated to and be paid 50% by the Purchaser, on one hand, and 50% by the Seller Representative (on behalf of the Sellers), on the other hand. (c) The Purchaser and the Seller Representative will cooperate in the timely preparation of Purchaser’s IRS Form 8594 in accordance with Sections 2.4(a) and (b) with respect to the purchase and sale hereunder. The Purchaser and the Seller Representative shall promptly give each other notice, in accordance with Section 10.3, of any changes to the foregoing information prior to the due date or filing of any Form 8594. (d) The parties shall be bound by the allocation of the Purchase Price as finally determined as set forth in this Section 2.4, and shall cause their respective Affiliates to) apply such allocation for all purposes, including determining any Taxes, shall prepare and file all Tax Returns (including amended returns and claims Returns, including, for refunds) and information reports the Purchaser, Form 8594, in a manner consistent with such allocations, and shall not take any position inconsistent with such allocation in any Tax Return, proceeding before any Governmental Entity or otherwise. In the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided event that nothing contained in this Section 2.6(b) shall prevent any Party (allocation hereunder is questioned, audited or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding disputed by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13Entity, the allocation described in party receiving notice thereof shall promptly notify and consult with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) other parties concerning the strategy for the resolution thereof, and shall be subject to adjustment in a manner consistent with Section 2.6(a)keep the other parties apprised of the status of such question, the Tax proceeding and the resolution thereof.

Allocation of the Purchase Price. (a) Within ninety (90) No later than 30 days after the final date hereof, Buyer shall provide to Sellers a statement allocating the Purchase Price among the ONC Common Shares, the ONC Preferred Shares, the shares of each NIS Subsidiary and the shares of any other Subsidiary to be acquired as mutually agreed between Sellers and Buyer pursuant to Section 2.01(d) hereof (the "PURCHASE PRICE ALLOCATION" and the portion of the Purchase Price allocable to the ONC Common Shares and the ONC Preferred Shares, the "ONC PURCHASE PRICE"); provided that the allocation of the Purchase Price to the NIS Subsidiaries shall be no less than $100,000,000 nor greater than $500,000,000 and provided further that the allocation of the Purchase Price to the ONC Preferred Shares shall be an amount equal to such Shares' liquidation preference. If the Sellers disagree with Buyer's calculation of the Purchase Price Allocation, the Sellers may, within 15 days after delivery of Buyer's calculation of the Purchase Price Allocation, deliver a notice to Buyer disagreeing with such calculation and setting forth Sellers' proposed Purchase Price Allocation. Sellers and Buyer shall, during the 15 day period following delivery of Sellers' notice of disagreement, use their reasonable best efforts to resolve such dispute. If during such period, Sellers and Buyer are unable to resolve such dispute, they shall promptly retain the Accounting Referee to resolve such dispute. The Sellers and Buyer shall use their reasonable best efforts to cause the Accounting Referee to resolve such dispute within 15 days of the retention of the Accounting Referee. The Accounting Referee's determination of the Purchase Price Allocation shall be final and binding on the Sellers and Buyer. The costs of retaining the Accounting Referee for purposes of determining the Purchase Price Allocation shall be borne equally by Sellers, on the one hand, and Buyer, on the other hand. The Sellers and Buyer and their respective Affiliates agree to (i) be bound, and cause their Affiliates to be bound, by the Purchase Price Allocation and (ii) act, and to cause their Affiliates to act, in accordance with such allocation in the preparation, filing and audit of any Return (including, without limitation, the filing of any forms, information returns, reports or statements with any Return for the taxable year that includes the Closing Date) and for all Tax purposes, unless otherwise required by a Final Determination. (b) If an adjustment is made to the Purchase Price pursuant to Section 2.52.01(c), Section 2.03(a), Section 2.04 or Section 8.10 hereof or required pursuant to Section 2.01(d) hereof, Buyer shall provide to Sellers an adjustment to the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation Purchase Price Allocation within 10 days of the determination of Pro Forma Adjusted EBITDA, Estimated Working Capital and Estimated Closing Indebtedness or Final Working Capital and Final Indebtedness (in the case of an adjustment pursuant to Section 2.01(c), Section 2.03(a) or Section 2.04 hereof) or the date of a payment due under Article 8 or 11 (in the case of an adjustment pursuant to Section 8.10 hereof). If Sellers disagree with such adjustment, Sellers shall promptly notify Buyer of such disagreement. In the event that an agreement regarding the appropriate allocation is not reached within 20 days after the determination of Pro Forma Adjusted EBITDA, Estimated Working Capital and Estimated Closing Indebtedness or Final Working Capital and Final Indebtedness (in the case of an adjustment to the Purchase Price pursuant to Section 2.04 hereof) or the date of a payment due under Articles 8 or 11 hereof (plus any other amounts, including Assumed Liabilities, in the case of an adjustment to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Purchase Price pursuant to Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”8.10 hereof), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith shall jointly retain the Accounting Referee to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt disputed items. Upon resolution of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differencesdisputed items, the matters in dispute Purchase Price Allocation shall be resolved by adjusted to reflect such resolution. The Sellers and Buyer shall use their reasonable best efforts to cause the Accounting Firm, which determination by such Accounting Firm shall be consistent with this AgreementReferee to deliver its resolution of the disputed items within 30 days following appointment thereof. The feescosts, costs fees and expenses of the Accounting Firm Referee retained pursuant to this Section 2.05(b) shall be borne equally by Buyer, on the Buyer one hand, and the Sellers in inverse proportion as they may prevail Sellers, on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The other hand. Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) to file all Tax Returns (including amended returns and claims for refunds) and any additional information reports in a manner consistent with the Asset Acquisition Statement (as finalized return required to be filed pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent the Code and any Party (state, local or their Affiliates) from settling, or require any of them foreign Tax law to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any reflect such adjustment to the allocation of the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)Price.

Allocation of the Purchase Price. (ai) Within ninety sixty (9060) days after following the final determination of date on which the Final Purchase Price pursuant Adjustment Statement is finally determined, Buyer shall prepare and provide to Section 2.5, the Sellers will provide the Buyer with Equityholders’ Representative a statement (or statements) (the each, an “Asset Acquisition Allocation Statement”) with the Sellers’ proposed allocation respect to each of the Final Purchase Price (plus any other amountsPartnership Constituent Companies, including Assumed Liabilities, allocating the portion of the Aggregate Cash Consideration allocated to the extent properly taken Equity Securities of such Partnership Constituent Company (including pursuant to Schedule 2.5(a)) and the assumed liabilities (together with other relevant amounts) of such Partnership Constituent Company (taking into account as consideration any adjustments thereof for applicable Tax purposespurposes pursuant to Section 2.4) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder assets of such Partnership Constituent Company in accordance with Section 1060 the Code and the Treasury Regulations thereunder (each such allocation, an “Allocation”). (ii) Buyer and the Equityholders’ Representative will act in good faith and reasonably cooperate with each other to agree on the Allocation set forth on each Allocation Statement in accordance with the requirements of the Code (and the Treasury Regulations thereunder. If Buyer and the Equityholders’ Representative cannot agree on any other applicable state, local or non-U.S. Law). The Buyer may, such Allocation within thirty (30) days of the delivery of the Allocation Statement relating thereto to the Equityholders’ Representative, then any remaining disputed matters will be submitted to an independent accounting firm mutually agreed upon by Buyer and the Equityholders’ Representative for resolution. Promptly, but not later than fifteen (15) days after receiving such Asset Acquisition matters are submitted to the independent accounting firm for resolution, such independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting Allocation Statement, propose to the Sellers in writing any changes to such Asset Acquisition which report and resulting Allocation Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final conclusive and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination Any Allocation determined by such Accounting Firm independent accounting firm shall incorporate, reflect and be consistent with this Agreementthe requirements of the Code and the Treasury Regulations thereunder. The fees, costs fees and expenses of the Accounting Firm independent accounting firm in respect of such report shall be borne paid one-half by Buyer and one-half by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedEquityholders. (biii) The Buyer Parties agree (A) to file, and the Sellers agree that they shall each (and shall to cause their respective Affiliates to) file to file, all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with each Allocation agreed to by Buyer and the Asset Acquisition Statement (as finalized Equityholders’ Representative or, if applicable, determined pursuant to Section 2.6(a))); provided that nothing the dispute resolution procedures contained in this Section 2.6(b6.11(c)(ii) shall prevent and not to take (and to cause their respective Affiliates not to take) any Party position inconsistent therewith in any Tax Return or any Tax Proceeding, unless required to do so by applicable Law or with prior written consent of the other Parties and (or their AffiliatesB) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) that each such Allocation shall be subject to adjustment further revised, as necessary and in a manner consistent with such Allocation, to reflect any adjustment to the Aggregate Cash Consideration pursuant to Section 2.6(a)6.11(i) or otherwise that is such reflected in the Allocation.

Allocation of the Purchase Price. (a) Within ninety The Buyer and the Seller shall allocate the consideration payable by the Buyer under this Agreement (90) days after as determined for U.S. federal income Tax purposes, taking into account, without limitations, the final determination of the Final Purchase Price Assumed Liabilities), as adjusted pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) provisions of this Agreement (the “Asset Acquisition StatementTax Consideration”) ), among the Transferred Assets in a manner consistent with the Sellers’ principles set forth on Schedule 7.4 (the “Allocation Principles”). To the extent that any Transfer Taxes payable in connection with the Closing require a determination of purchase price (or the allocation thereof) prior to the delivery of the Proposed Allocation, the parties will work together in good faith to make the relevant determination. Within a reasonable period following the Closing, the Buyer shall prepare and submit to the Seller a proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) Consideration among the Transferred Assets andconsistent applicable U.S. federal income tax rules, the Allocation Principles and an independent appraisal, if applicableany, obtained by Buyer (the “Proposed Allocation”). If, and only if, the Ancillary Agreements Buyer obtains an independent appraisal and any other rights transferred hereunder or thereunder the Seller executes an access letter in accordance form and substance satisfactory to the Buyer and the appraiser and the Seller otherwise comply with Section 1060 reasonable conditions relating thereto, the Buyer will provide a copy of the Code (and any other applicable state, local or non-U.S. Law)such appraisal to Seller. The Buyer mayIf, within thirty twenty (3020) days after receiving such Asset Acquisition Statementthe Buyer’s Proposed Allocation, propose to the Seller notifies the Buyer in writing that the Sellers in writing dispute any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”)item(s) reflected thereon, and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor Seller shall cooperate in good faith to resolve any differences with respect to the Asset Acquisition Statement dispute within thirty twenty (3020) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendereddays. (b) The Buyer Proposed Allocation, as delivered (if no comments were delivered by Seller within the designated time period), or as revised pursuant to Section 7.4(a) to reflect an agreement, if any, between the parties, shall be conclusive and binding upon the Sellers parties (the “Final Allocation”). For the avoidance of doubt, if the parties are unable to agree that they to a Final Allocation within the timeframe contemplated by Section 7.4(a) and, unless otherwise mutually agreed to by the parties, then each party shall each (be free to adopt its own allocation for all Tax purposes subject to the agreed Allocation Principles. The Parties agree to prepare and shall cause their respective Affiliates to) file all Tax Returns (including amended returns related statements and claims for refundsforms) and information reports in a manner consistent with the Asset Acquisition Statement Final Allocation (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to extent exists) or the Purchase Price Allocation Principles (if no agreed Final Allocation exists) and the parties shall take no position inconsistent therewith in connection with an indemnification claim made pursuant to Article 13any Tax proceeding, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in unless otherwise required by a manner consistent with Section 2.6(a)final determination by applicable Governmental Authority or court of competent authority.

Allocation of the Purchase Price. No later than 90 days following the Closing Date, Parent shall determine and prepare an allocation for each of (a) Within ninety the Hollander Shares, (90b) the CSG Shares and the IMS Shares, (c) the Foreign Shares and (d) the Foreign Assets (and the Foreign Liabilities to the extent such Foreign Liabilities constitute part of the consideration in respect of the Purchase Price for Tax purposes), of the applicable portions of the Purchase Price set forth on Annex 2.1 hereto (the “Allocation”) payable to (i) Parent, (ii) ADP Atlantic, (iii) each of the Foreign Share Sellers and (iv) each of the Foreign Asset Sellers, respectively; provided, that Parent shall amend the Allocation to reflect any adjustments to the Purchase Price made in accordance with Section 2.4(d) no later than 90 days after following the final determination thereof. Parent shall forward the Allocation (and any amendment thereto) to the Buyer for the Buyer’s consent. In the case of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final portion of the Purchase Price (plus paid to ADP Nederland for the shares of Audatex Holding GmbH, as set forth in Annex 2.1 hereto, among the shares of the Foreign Companies held directly and indirectly by Audatex Holding GmbH, the allocation to each such Foreign Company shall not be outside the ranges set forth in Section 2.5 of the Seller Disclosure Schedule without the Buyer’s consent. So long as the allocation proposed by Parent with respect to such Foreign Companies is within such range, the Buyer may not withhold its consent to such allocation. If the Buyer does not consent to any other amounts, including Assumed Liabilitiesaspect of the Allocation, to the extent properly taken into account as consideration for applicable Tax purposes) among it has the Transferred Assets and, if applicableright to do so hereunder, the Ancillary Agreements and any other rights transferred hereunder or thereunder parties shall resolve such dispute in accordance with the procedures set forth in Section 1060 of the Code (and any other applicable state, local or non-U.S. Law2.4(c). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree to use the Allocation (including any allocation of adjustments to the Purchase Price) in preparing and filing all required forms under Section 1060 of the Code and all other Tax Returns. The Buyer and the Sellers further agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns not take any position inconsistent with the Allocation (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any allocation of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment adjustments to the Purchase Price Price) upon any examination of any such Tax Return, in connection with an indemnification any refund claim made pursuant to Article 13, or in any tax Litigation. The Buyer and Parent shall notify the other within ten Business Days if it receives written notice that any Tax authority proposes any allocation different the Allocation (including the allocation described in of adjustments to the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(aPurchase Price).

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination of Closing Date, Buyer shall deliver to Seller a schedule allocating the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus including any other amounts, including Assumed Liabilities, to the extent properly taken into account Liabilities treated as consideration for applicable the Purchased Assets for Tax purposes) among the Transferred Purchased Assets and, if applicable, (the Ancillary Agreements and any other rights transferred hereunder or thereunder “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Lawshall reflect the Agreed Marketing Asset Allocation specified in Section 2.08(b). The Allocation Schedule shall be deemed final, and shall be conclusive and binding on all parties, unless Seller delivers to Buyer may, a written notice identifying each item reflected in the Allocation Schedule to which Seller takes exception within thirty (30) days after receiving delivery of the Allocation Schedule to Seller (such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the items “Allocation Notice Objections”) (it being understood that any amounts not disputed by Seller shall be final and binding). Upon delivery of Objection”)the Allocation Objections, if any, Seller and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any differences dispute with respect to the Asset Acquisition Statement Allocation Schedule within thirty sixty (3060) days after the Sellers’ receipt delivery of the Notice Allocation Schedule, then, subject to Section 2.08(b), Seller and Buyer shall each be entitled to adopt their own positions regarding the allocation of Objectionthe Purchase Price among the Purchased Assets for applicable tax purposes. If the parties agree on the Allocation Schedule (or such schedule is deemed accepted), Seller and Buyer and the Sellers are unable agree to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause file their respective Affiliates to) file IRS Forms 8594 and all federal, state and local Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent accordance with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)agreed Allocation Schedule.

Allocation of the Purchase Price. Within one hundred twenty (a) Within ninety (90120) days after the final determination Closing, the Buyer shall provide to the Seller a schedule setting forth the allocation of the Final Purchase Price pursuant to Section 2.5, among the Sellers will provide the Buyer with a statement (or statements) Acquired Assets (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price Allocation Schedule”), which shall be subject to approval by the Seller (plus any other amountssuch approval not to be unreasonably withheld, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder delayed or thereunder conditioned). The Purchase Price Allocation Schedule shall be prepared in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law)Code. The Parties agree that any Tax Returns or other Tax information they may file or cause to be filed with any Governmental Authority shall be prepared and filed consistently with the Purchase Price Allocation Schedule. In the event of any dispute between the Buyer, on the one hand, and the Seller, on the other hand, with respect to the Purchase Price Allocation Schedule, the Buyer mayand Seller shall use Commercially Reasonable Efforts to resolve all such disputed items within fifteen (15) days after the receipt by the Seller of the Purchase Price Allocation Schedule. If the Buyer and Seller are unable to resolve all disputed items within such fifteen (15) day period, within they shall jointly engage the Boston, Massachusetts office of the independent accounting firm of Deloitte & Touche LLP (the “Accountants”) and submit the disputed items to the Accountants for resolution. The Accountants shall act as experts, and not as arbitrators, and shall determine only those items in dispute on the Purchase Price Allocation Schedule. Promptly, but no later than thirty (30) days after receiving their engagement for such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such periodpurpose, the Buyer Accountants shall be deemed deliver a written report to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect Seller as to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt resolution of the Notice of Objectiondisputed items. If The Purchase Price Allocation Schedule, either as approved by the Seller, or as determined by the Accountants as provided above, shall be final and binding upon all the Parties, and the Buyer and the Sellers are unable to resolve such differences, Seller shall each use the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this AgreementPurchase Price Allocation for all relevant Tax purposes. The fees, costs fees and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price Accountants incurred in connection with an indemnification claim made the resolution of disputes pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to this Section 2.6(a)) 2.8 shall be subject allocated between the Buyer, on the one hand, and the Seller, on the other hand, in proportion to adjustment in a manner consistent with Section 2.6(a)the relative aggregate dollar amounts of disputed items that are determined adversely to the Buyer, on the one hand, and the Seller, on the other hand, by the Accountants.

Allocation of the Purchase Price. (a) Within ninety (90) days after The Purchase Price allocation is to be based on the final determination fair value of the Final assets acquired and liabilities assumed. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The value of the tangible assets will be based on the Seller’s closing balance sheet. The valuation of intangible assets is performed under an income approach, such as using discounted cash flows, which is the present value of forecasted cash flows applicable to the asset. The remainder of the purchase price is assigned to goodwill. The Parties agree that the Purchase Price pursuant to Section 2.5, the Sellers allocation will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation be agreed upon by Seller Parties and Purchaser upon completion of the Final Audit and will be subject to approval by Purchaser’s auditor, Gxxxx Xxxxxxxx, prior to the Purchaser filing its Report on Form 8-K. The Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder allocation will be prepared in accordance a manner consistent with Section 1060 of the Code and the regulations promulgated thereunder. Seller and Purchaser agree to: (i) be bound by the allocation of the Purchase Price among the Purchased Assets as reflected on the allocation mutually agreed to by Seller Parties and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law Purchaser (the “Allocation Notice of ObjectionPurchase Price Allocation”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences ; (ii) act consistently with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price Allocation in connection the preparation and the filing of all Tax Returns, including filing Form 8594 with an indemnification claim made their United States federal income Tax Return(s) for the taxable year that includes the Closing Date, and in the course of any audit, review or litigation related to their Taxes for the taxable year that includes the Closing Date; and (iii) not take and not permit any of their Affiliates to take a position inconsistent with the Purchase Price Allocation including for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to Article 13, a “determination” within the allocation described in meaning of Section 1313(a) of the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)Code.

Allocation of the Purchase Price. (a) Within ninety one hundred twenty (90120) days after following the final determination Closing Date, ONEOK will prepare, or cause to be prepared, and delivered to Northern Border a statement of the Final Purchase Price fair market value of the interests in each of the Entities acquired pursuant to this Agreement, with the aggregate of the Entity fair market values equaling the fair market value of the consideration provided in Section 2.51.2 of this Agreement. In addition, in the case of any Entities which are taxable as disregarded entities federal income tax, the Sellers will provide the Buyer with statement shall also include a statement of the fair market value of the assets of each of such Entities (or statements) (the “Asset Acquisition Statement”) such statement, together with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicableEntity fair market schedule, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law"FMV Schedules"). The Buyer mayFMV Schedules as so prepared by ONEOK shall be deemed accepted by Northern Border, unless Northern Border shall send ONEOK a written objection thereto within thirty (30) days after receiving such Asset Acquisition Statement, propose to following the Sellers in writing any changes to such Asset Acquisition Statement Northern Border's receipt thereof. In the event that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer Northern Border delivers a Notice of Objection, then the Buyer timely written objection as aforesaid and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer Northern Border and the Sellers ONEOK are unable to resolve such differencesobjection within twenty (20) business days after Northern Border is notified of ONEOK's objection, the matters in dispute shall be resolved submitted for final and binding determination to the Neutral Auditors. The FMV Schedules as proposed by ONEOK, shall be adjusted to reflect the Accounting Firmresolution of any timely objections made thereto by Northern Border in accordance with this Section 10.9 and the determinations of the Neutral Auditors, which determination by such Accounting Firm determinations will be binding absent manifest error or fraud. Northern Border and ONEOK shall each pay their own expenses of preparing and analyzing the schedules and resolving objections thereto; provided that the cost of any appraisals required to prepare the FMV Schedule shall be consistent with this Agreementborne 50 percent by Northern Border and 50 percent by ONEOK. The fees, costs fees and expenses of the Accounting Firm shall Neutral Auditors used to resolve objections to the schedules will be borne equally by the Buyer Northern Border and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedONEOK. (b) The Buyer and the Sellers agree Each party agrees that they it shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports not take any position that varies from or is inconsistent with such valuation in a manner consistent any filing made by such party with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent IRS or any Party (or their Affiliates) from settlingother taxing authority, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect except to the Asset Acquisition Statement. Upon extent an adjustment is required by the IRS or any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)other taxing authority.

Allocation of the Purchase Price. (a) Within ninety (90The “Allocated Value” for any Asset equals the dollar amount specified for such Asset on Schedule 2.4(a), increased or reduced as described in this Article 2. Any adjustments to the Purchase Price other than the adjustments provided for in Section 2.6 shall be applied on a pro rata basis to the amounts set forth on Schedule 2.4(a) days after for all Assets. After all such adjustments are made, any adjustments to the final determination of the Final Purchase Price pursuant to Section 2.52.6 shall be applied to the amounts set forth in Schedule 2.4(a), for the Sellers will provide particular affected Assets. Seller makes no representation or warranty as to the Buyer with accuracy of the Allocated Values assigned to each of the Assets. (b) Seller, using the Allocated Values determined under Section 2.4(a) to the extent applicable, shall prepare an allocation of the Purchase Price on a statement (or statements) schedule (the “Asset Acquisition StatementProposed Section 1060 Allocation Schedule”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amountsfor purposes of, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with with, Section 1060 of the Code (and the regulations promulgated thereunder within 30 days after the Final Settlement Date. Buyer shall notify Seller in writing of any other applicable state, local or non-U.S. Law). The Buyer mayobjections to the Proposed Section 1060 Allocation Schedule within 15 days of receipt thereof and if, within thirty (30) 30 days after receiving delivery of notice of such Asset Acquisition Statementobjection, propose Buyer and Seller cannot agree to a final allocation schedule to be used for income Tax reporting purposes, Buyer and Seller shall submit the Sellers in writing any changes disputed matters to such Asset Acquisition Statement binding arbitration pursuant to Section 15.13 to finally determine the proper allocation of the Purchase Price for purposes of Section 1060 of the Code, and shall request that are consistent with applicable Law the arbitrator issue a final allocation schedule (the “Final Section 1060 Allocation Notice Schedule”) within 30 days of Objection”), the submission of the dispute. Seller and if Buyer agree that the Buyer does not deliver such a Notice allocation of Objection within such period, the Buyer Purchase Price as set forth on the Final Section 1060 Allocation Schedule shall be deemed to have accepted such proposed Asset Acquisition Statement used by Seller and it shall become final Buyer as the basis for reporting asset values and binding on the Partiesother items for purposes of all federal, state and local Tax Returns, including without limitation Internal Revenue Service Form 8594. If the Seller and Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers further agree that they shall each (and shall cause their respective Affiliates to) file all will take no position inconsistent with such allocations on any applicable Tax Returns (including amended returns and claims Return, in any audit or proceeding before any Governmental Entity related to Taxes, in any report made for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent Tax, financial accounting or any Party (or their Affiliates) from settlingother purpose, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding otherwise. In the event that the allocation described herein is disputed by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13Entity, the allocation described in Party receiving notice of the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) dispute shall be subject to adjustment in a manner consistent with Section 2.6(a)promptly notify the other Party concerning resolution of the dispute.

Allocation of the Purchase Price. (a) Within ninety (90) days after The Purchase Price, plus any liabilities deemed assumed for United States federal income tax purposes, shall be allocated among the final determination assets of the Final Purchase Price pursuant to Section 2.5Company, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amountsRetail Subsidiaries, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements REST and any other rights transferred hereunder or thereunder RETR in accordance with a schedule to be prepared by the Purchaser using the allocation method provided by Section 1060 of the Code and the regulations thereunder and consistent with any fair market value appraisals obtained by the Purchaser in connection with the transactions contemplated herein, and the Parties shall cooperate to comply with all substantive and procedural requirements of Section 1060 of the Code. In that regard, the Purchaser shall provide the Seller with the Purchaser’s proposed allocation as soon as practicable after, and in no event later than 90 days after, the Closing (and any other applicable state, local or non-U.S. Lawthe “Proposed Allocation Schedule ”). The Buyer may, within thirty Seller will have sixty (3060) days after receiving such Asset Acquisition Statement, propose following delivery of the Proposed Allocation Schedule during which to notify the Sellers Purchaser in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the an “Allocation Notice of ObjectionObjection ”)) of any objections to the Proposed Allocation Schedule, and if setting forth in reasonable detail the Buyer does not basis of its objections. If the Seller fails to deliver such a an Allocation Notice of Objection within such periodin accordance with this Section 2.3(a), the Buyer Proposed Allocation Schedule shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final conclusive and binding on all Parties and shall become the Parties“Final Allocation Schedule ”. If the Buyer delivers a Seller submits an Allocation Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30i) for sixty (60) days after the Sellers’ receipt of date the Purchaser receives the Allocation Notice of Objection. If , the Buyer Seller and the Sellers are unable Purchaser will use their commercially reasonable efforts to resolve agree on the allocations and (ii) failing such differencesagreement within sixty (60) days of such notice, the matters in dispute shall matter will be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent in accordance with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedSection 2.3(b). (b) Any amounts remaining in dispute at the conclusion of such 60 day period that were properly included in the Allocation Notice of Objection (the “Unresolved Allocation Changes ”) shall be submitted to KPMG LLP or such other international accounting or financial services firm as the Parties shall otherwise agree (the “Expert ”). The Buyer Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within 45 days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive on the Parties and shall be included in the Final Allocation Schedule. Each of the Parties shall furnish, at its own expense, the Expert and the Sellers other Party with such documents and other written information as the Expert may request. The fees and expenses of the Expert shall be borne 50 percent by the Seller and 50 percent by the Purchaser. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree that they shall each (i) to be bound by the Final Allocation Schedule for purposes of determining any Taxes, (ii) to prepare and shall cause file their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in on a manner basis consistent with the Asset Acquisition Statement Final Allocation Schedule, and (as finalized iii) not to take any position inconsistent with the Final Allocation Schedule on any applicable Tax Return or in any proceeding before any Tax Authority. The Parties will revise the Final Allocation Schedule to the extent necessary to reflect any payment made pursuant to Section 2.6(a))); provided that nothing contained in this 7.7 or Section 2.6(b) 10.2. In the case of any such payment, the Purchaser shall prevent any Party (or their Affiliates) from settlingprepare and deliver to the Seller a revised Final Allocation Schedule, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority and the Parties hereto shall follow the procedures outlined above with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price review, dispute and resolution in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)respect of such revision.

Allocation of the Purchase Price. Schedule 2.5 of the Seller Disclosure Schedule sets forth a preliminary allocation of (ai) the Base ACAMS Price allocable among the AGM Acquisition Equity, the ACAMS Germany Equity, the ACAMS India Equity, the ACAMS Mexico Equity and the ACAMS Panama Equity being purchased by the Amber Purchaser from Sellers and the Selling Subsidiaries and (ii) the Base Xxxxxx/OCL Price allocable among the Xxxxxx Equity, the OCL Equity and the SDP Equity being purchased by XxXxxxxxx from Sellers and the Selling Subsidiaries (together, the “Preliminary Allocation”). Within ninety five (905) days after Business Days following the final determination establishment of the Final Purchase Price pursuant Closing Statement, each Purchaser shall deliver to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed Seller for Seller’s review and comment an allocation of the Final ACAMS Purchase Price or the Final Xxxxxx/OCL Purchase Price, as applicable, among the applicable purchased Equity Interests (plus each, the “Final Allocation”), each such Final Allocation to be prepared based upon and in a manner that is consistent with the Preliminary Allocation. Seller and each Purchaser are to cooperate in good faith to resolve any other amounts, including Assumed Liabilities, disputes with respect to the extent properly taken into account Final Allocation. Seller and each Purchaser shall (i) be bound by the Final Allocation, as consideration it is ultimately agreed between the parties, for purposes of determining any Taxes, (ii) prepare and file, and cause its Affiliates to prepare and file, its and their Tax Returns on a basis consistent with the Final Allocation, as it is ultimately agreed between the parties and (iii) not take any position, and cause its Affiliates to not take any position, inconsistent with the Final Allocation, as it is ultimately agreed between the parties, on any applicable Tax purposesReturn or in any audit or action before any Tax Authority, except as otherwise required pursuant to a “determination” as defined in Section 1313(a) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable similar provision under any state, local or non-U.S. Lawforeign law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose To the extent the portion of the Final Purchase Price that is allocable to Equity Interests sold by a Seller Subsidiary pursuant to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Final Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved is received by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized Seller pursuant to Section 2.6(a))); provided that nothing contained in 3.4 of this Section 2.6(b) shall prevent any Party (or their Affiliates) from settlingAgreement, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) such portion shall be subject to adjustment in a manner consistent with Section 2.6(a)treated as having been received by the Seller as agent, and on behalf, of such Selling Subsidiary.

Allocation of the Purchase Price. (a) Within ninety For purposes of adjusting the Emerald Assets Purchase Price or the Liberty Assets Purchase Price due to the existence of any title matters under Article 4 or environmental matters under Article 5, (901) days after Emerald has allocated the final determination Liberty Assets Purchase Price among the Liberty Leases and Liberty Wxxxx in the amounts set forth on Exhibit A-1 and Exhibit B-1, as applicable; and (2) Liberty has allocated the Emerald Assets Purchase Price among the Emerald Leases and Emerald Wxxxx in the amounts set forth on Exhibit A-2 and Exhibit B-2, as applicable. The value allocated to each Emerald Asset is the “Emerald Allocated Value,” and the value allocated to each Liberty Asset is the “Liberty Allocated Value.” (b) Emerald and Liberty have agreed on the Allocated Values for the Assets, but neither Emerald nor Liberty otherwise makes any representation or warranty as to the accuracy of such values. (c) Liberty shall prepare an allocation of the Final Liberty Assets Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with on a statement (or statements) schedule (the “Asset Acquisition StatementProposed Liberty Section 1060 Allocation Schedule”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amountsfor purposes of, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with with, Section 1060 of the Code and the regulations promulgated thereunder within thirty (30) days after the Final Settlement Date. Emerald shall notify Liberty in writing of any objections to the Proposed Liberty Section 1060 Allocation Schedule within fifteen (15) days of receipt thereof and any other applicable state, local or non-U.S. Law). The Buyer mayif, within thirty (30) days after receiving delivery of notice of such Asset Acquisition Statementobjection, propose Emerald and Liberty cannot agree to a final allocation schedule to be used for income Tax reporting purposes, Emerald and Liberty shall submit the Sellers in writing any changes Disputed matters to such Asset Acquisition Statement binding arbitration pursuant to Section 15.13 to finally determine the proper allocation of the Liberty Assets Purchase Price for purposes of Section 1060 of the Code, and shall request that are consistent with applicable Law the arbitrator issue a final allocation schedule (the “Final Liberty Section 1060 Allocation Notice Schedule”) within thirty (30) days of Objectionthe submission of the Dispute. Liberty and Emerald agree that the allocation of the Liberty Assets Purchase Price as set forth on the Final Liberty Section 1060 Allocation Schedule shall be used by Liberty and Emerald as the basis for reporting asset values and other items for purposes of all federal, state and local Tax Returns, including without limitation Internal Revenue Service Form 8594. Liberty and Emerald further agree that each will take no position inconsistent with such allocations on any applicable Tax Return, in any audit or proceeding before any Governmental Entity related to Taxes, in any report made for Tax, financial accounting or any other purpose, or otherwise. In the event that the allocation described herein is disputed by any Governmental Entity, the Party receiving notice of the dispute shall promptly notify the other Party concerning resolution of the dispute. (d) Emerald shall prepare an allocation of the Emerald Assets Purchase Price on a schedule (the “Proposed Emerald Section 1060 Allocation Schedule”)) for purposes of, and if in accordance with, Section 1060 of the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer Code and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement regulations promulgated thereunder within thirty (30) days after the Sellers’ Final Settlement Date. Liberty shall notify Emerald in writing of any objections to the Proposed Emerald Section 1060 Allocation Schedule within fifteen (15) days of receipt thereof and if, within thirty (30) days after delivery of notice of such objection, Liberty and Emerald cannot agree to a final allocation schedule to be used for income Tax reporting purposes, Liberty and Emerald shall submit the Notice of Objection. If the Buyer and the Sellers are unable Disputed matters to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized binding arbitration pursuant to Section 2.6(a))); provided 15.13 to finally determine the proper allocation of the Emerald Assets Purchase Price for purposes of Section 1060 of the Code, and shall request that nothing contained the arbitrator issue a final allocation schedule (the “Final Emerald Section 1060 Allocation Schedule”) within thirty (30) days of the submission of the Dispute. Emerald and Liberty agree that the allocation of the Emerald Assets Purchase Price as set forth on the Final Emerald Section 1060 Allocation Schedule shall be used by Emerald and Liberty as the basis for reporting asset values and other items for purposes of all federal, state and local Tax Returns, including without limitation Internal Revenue Service Form 8594. Emerald and Liberty further agree that each will take no position inconsistent with such allocations on any applicable Tax Return, in this Section 2.6(b) shall prevent any Party (audit or their Affiliates) from settlingproceeding before any Governmental Entity related to Taxes, in any report made for Tax, financial accounting or any other purpose, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding otherwise. In the event that the allocation described herein is disputed by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13Entity, the allocation described in Party receiving notice of the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) dispute shall be subject to adjustment in a manner consistent with Section 2.6(a)promptly notify the other Party concerning resolution of the dispute.

Allocation of the Purchase Price. (a) Within ninety (90The “Allocated Value” for any Asset equals the dollar amount specified for such Asset on Schedule 2.4(a), increased or reduced as described in this Article 2. Any adjustments to the Purchase Price other than the adjustments provided for in Section 2.6 shall be applied on a pro rata basis to the amounts set forth on Schedule 2.4(a) days after for all Assets. After all such adjustments are made, any adjustments to the final determination of the Final Purchase Price pursuant to Section 2.52.6 shall be applied to the amounts set forth in Schedule 2.4(a), for the Sellers will provide particular affected Assets. Seller makes no representation or warranty as to the Buyer with accuracy of the Allocated Values assigned to each of the Assets. (b) Seller, using the Allocated Values determined under Section 2.4(a) to the extent applicable, shall prepare an allocation of the Purchase Price on a statement (or statements) schedule (the “Asset Acquisition StatementProposed Section 1060 Allocation Schedule”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amountsfor purposes of, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with with, Section 1060 of the Code (and the regulations promulgated thereunder within 30 days after the Final Settlement Date. Buyer shall notify Seller in writing of any other applicable state, local or non-U.S. Law). The Buyer mayobjections to the Proposed Section 1060 Allocation Schedule within 15 days of receipt thereof and if, within thirty (30) 30 days after receiving delivery of notice of such Asset Acquisition Statementobjection, propose Buyer and Seller cannot agree to a final allocation schedule to be used for income Tax reporting purposes, Buyer and Seller shall submit the Sellers in writing any changes disputed matters to such Asset Acquisition Statement binding arbitration pursuant to Section 15.13 to finally determine the proper allocation of the Purchase Price for purposes of Section 1060 of the Code, and shall request that are consistent with applicable Law the arbitrator issue a final allocation schedule (the “Final Section 1060 Allocation Notice Schedule”) within 30 days of Objection”), the submission of the dispute. Seller and if Buyer agree that the Buyer does not deliver such a Notice allocation of Objection within such period, the Buyer Purchase Price as set forth on the Final Section 1060 Allocation Schedule shall be deemed to have accepted such proposed Asset Acquisition Statement used by Seller and it shall become final Buyer as the basis for reporting asset values and binding on the Partiesother items for purposes of all federal, state and local Tax Returns, including without limitation Internal Revenue Service Form 8594. If the Buyer delivers a Notice of Objection, then the Buyer Seller and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers Xxxxx further agree that they shall each (and shall cause their respective Affiliates to) file all will take no position inconsistent with such allocations on any applicable Tax Returns (including amended returns and claims Return, in any audit or proceeding before any Governmental Entity related to Taxes, in any report made for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent Tax, financial accounting or any Party (or their Affiliates) from settlingother purpose, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding otherwise. In the event that the allocation described herein is disputed by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13Entity, the allocation described in Party receiving notice of the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) dispute shall be subject to adjustment in a manner consistent with Section 2.6(a)promptly notify the other Party concerning resolution of the dispute.

Allocation of the Purchase Price. (a) Within ninety (90) days after The Closing Payment plus the final determination portion of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration if any, that constitute proceeds of disposition for applicable Tax purposes) U.S. federal income tax purposes shall be allocated among the Transferred Purchased Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law)the Regulations. The Buyer maySeller shall deliver a preliminary allocation (the “Seller’s Allocation”) to the Purchaser promptly following the Closing Date, and in any event no later than ninety (90) days after the Closing Date. If the Purchaser disagrees with the Seller’s Allocation, the Purchaser shall, within thirty (30) days after receiving such Asset Acquisition Statementreceipt of the Seller’s Allocation, propose deliver to the Sellers in writing Seller a revised draft containing any changes that the Purchaser proposes to such Asset Acquisition Statement that are consistent with applicable Law be made to the Seller’s Allocation (the “Allocation Notice of ObjectionPurchaser’s Allocation”), and if . Following delivery of the Buyer does not deliver such a Notice of Objection within such periodPurchaser’s Allocation, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer Seller and the Sellers will endeavor Purchaser shall work together in good faith to resolve any differences with respect reach agreement on the disputed items or amounts, as applicable. If the Seller and the Purchaser are unable to the Asset Acquisition Statement reach such agreement within thirty (30) days after the Sellers’ receipt following delivery of the Notice Purchaser’s Allocation, they shall promptly thereafter submit for resolution the items remaining in dispute to an accounting firm of Objection. If national reputation in the Buyer United States, as may be mutually acceptable to the Parties (such agreed firm, the “Accountant”), and shall instruct the Accountant to (i) make a determination regarding such dispute as promptly as practicable, and in any event within thirty (30) days from the date of submission of such dispute to the Accountant and (ii) deliver promptly thereafter a copy of its determination to the Seller and the Sellers are unable to resolve such differencesPurchaser, together with a report setting forth each disputed item and the matters in dispute shall be resolved by the Accounting Firm, which Accountant’s determination by such Accounting Firm shall be consistent with this Agreementrespect thereto. The fees, costs fees and expenses of the Accounting Firm Accountant shall be borne fifty percent (50%) by the Buyer Seller and fifty percent (50%) by the Purchaser. The allocation, as prepared by the Seller if no Purchaser’s Allocation has been timely delivered, as adjusted pursuant to any agreement between the Seller and the Sellers in inverse proportion Purchaser or as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at Accountant pursuant to this Section 2.7 shall be the time “Allocation” and shall be conclusive and binding on all Parties (and their Affiliates). The Seller and the determination Purchaser shall cooperate in good faith to update the Allocation to the extent that there is any change in the proceeds of disposition for U.S. federal income tax purposes subsequent to the Closing Date, including as a result of an adjustment pursuant to Section 2.6. None of the Accounting Firm is rendered. (b) The Buyer and Seller, the Sellers agree that they shall each (and shall cause Purchaser or their respective Affiliates to) file all shall take any position (whether in audits, Tax Returns (including amended returns and claims for refundsor otherwise) and information reports in a manner consistent that is inconsistent with the Asset Acquisition Statement (as finalized pursuant such Allocation unless required to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding do so by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)applicable Law.

Allocation of the Purchase Price. (a) Within ninety Seller Parent, on behalf of itself and its Affiliates, and Purchaser have agreed to allocate the Preliminary Purchase Price under the Original Agreement, without any adjustments contemplated in Section 2.8 in respect of VAT and Transfer Taxes, and, to the extent permitted by applicable Law, the Assumed Liabilities, 41% to the United States and 59% to the rest of the world (90the “Preliminary Allocation”). Each of the Seller and Purchaser acknowledges that the Preliminary Allocation was done at arm’s length based upon a good faith estimate of fair market values. (b) No fewer than thirty (30) days after before the final determination Closing Date, Seller Parent, on behalf of itself and its Affiliates and in accordance with this Section 2.11(b), shall deliver to Purchaser (i) a schedule allocating the Final Preliminary Purchase Price pursuant Price, without any adjustments contemplated in Section 2.8 in respect of VAT and Transfer Taxes, and, to Section 2.5the extent permitted by applicable Law, the Sellers will provide Assumed Liabilities among (x) the Buyer with a statement Purchased Assets to be sold by each Asset Seller, and (or statementsy) the assets of any Conveyed Subsidiary (and Subsidiary thereof) (the “Asset Acquisition StatementAllocation Schedule”); and (ii) preliminary schedules prepared by Deloitte Transactions and Business Analytics LLP supporting the values of the assets on the Asset Allocation Schedule, the costs and expenses of which shall be borne equally by Seller Parent and Purchaser. For the avoidance of doubt, the Asset Allocation Schedule shall be limited to the specific assets and liabilities described in the immediately preceding sentence, shall be consistent in all respects with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amountsPreliminary Allocation, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder shall be in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty c) No later than ninety (3090) days after receiving such the Closing Date, Seller Parent, on behalf of itself and its Affiliates and in accordance with this Section 2.11(c), shall deliver to Purchaser (i) an updated Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law Allocation Schedule (the “Closing Asset Allocation Notice Schedule”) allocating (1) the Preliminary Purchase Price, without any adjustments contemplated in Section 2.8 in respect of Objection”)VAT and Transfer Taxes, plus (2) the Final Working Capital Adjustment, if known at the time, plus (3) the Final Net Cash Adjustment, if known at the time, plus (4) the fair market value as of the Closing Date of the earnout amount payable under Section 2.13, and if plus (5) to the Buyer does not deliver such a Notice of Objection within such periodextent permitted by applicable Law, the Buyer shall Assumed Liabilities, among (x) the Purchased Assets to be deemed to have accepted such proposed sold by each Asset Acquisition Statement Seller, and it shall become final (y) the assets of any Conveyed Subsidiary (and binding on Subsidiary thereof) applying the Parties. If the Buyer delivers a Notice of Objection, then the Buyer same methodologies and the Sellers will endeavor procedures set forth in good faith to resolve any differences Section 2.11(b) with respect to the Asset Acquisition Statement within thirty Allocation Schedule, other than the adherence to the Preliminary Allocation, and (30ii) days after an appraisal report prepared by Deloitte Transactions and Business Analytics LLP supporting the Sellers’ receipt values of the Notice of Objection. If assets on the Buyer and Closing Asset Allocation Schedule (the Sellers are unable to resolve such differences“Appraisal Report”), the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm which shall be borne equally by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).Seller Parent and

Allocation of the Purchase Price. (a) Within ninety one hundred twenty (90120) days after following the final determination Closing Date, ONEOK will prepare, or cause to be prepared, and delivered to Northern Border a statement of the Final Purchase Price fair market value of the interests in each of the Entities acquired pursuant to this Agreement, with the aggregate of the Entity fair market values equaling the fair market value of the consideration provided in Section 2.51.2 of this Agreement. In addition, in the case of any Entities which are taxable as disregarded entities federal income tax, the Sellers will provide the Buyer with statement shall also include a statement of the fair market value of the assets of each of such Entities (or statements) (such statement, together with the Entity fair market schedule, the “Asset Acquisition StatementFMV Schedules”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer mayFMV Schedules as so prepared by ONEOK shall be deemed accepted by Northern Border, unless Northern Border shall send ONEOK a written objection thereto within thirty (30) days after receiving such Asset Acquisition Statement, propose to following the Sellers in writing any changes to such Asset Acquisition Statement Northern Border’s receipt thereof. In the event that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer Northern Border delivers a Notice of Objection, then the Buyer timely written objection as aforesaid and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer Northern Border and the Sellers ONEOK are unable to resolve such differencesobjection within twenty (20) business days after Northern Border is notified of ONEOK’s objection, the matters in dispute shall be resolved submitted for final and binding determination to the Neutral Auditors. The FMV Schedules as proposed by ONEOK, shall be adjusted to reflect the Accounting Firmresolution of any timely objections made thereto by Northern Border in accordance with this Section 10.9 and the determinations of the Neutral Auditors, which determination by such Accounting Firm determinations will be binding absent manifest error or fraud. Northern Border and ONEOK shall each pay their own expenses of preparing and analyzing the schedules and resolving objections thereto; provided that the cost of any appraisals required to prepare the FMV Schedule shall be consistent with this Agreementborne 50 percent by Northern Border and 50 percent by ONEOK. The fees, costs fees and expenses of the Accounting Firm shall Neutral Auditors used to resolve objections to the schedules will be borne equally by the Buyer Northern Border and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedONEOK. (b) The Buyer and the Sellers agree Each party agrees that they it shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports not take any position that varies from or is inconsistent with such valuation in a manner consistent any filing made by such party with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent IRS or any Party (or their Affiliates) from settlingother taxing authority, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect except to the Asset Acquisition Statement. Upon extent an adjustment is required by the IRS or any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)other taxing authority.

Allocation of the Purchase Price. (a) Within ninety (90) days As soon as practicable after the final determination of the Final Purchase Price pursuant to Section 2.5Closing, the Sellers will provide Seller shall deliver to the Buyer with a statement (or statements) (the “Asset Acquisition Allocation Statement”) with ), allocating the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposesunder Section 1060 of the Code) among the Transferred Purchased Assets andin accordance with Section 1060 of the Internal Revenue Code of 1986, if applicableas amended (the “Code”). If within 30 days after the delivery of the Allocation Statement the Buyer notifies the Seller in writing that the Buyer objects to the allocation set forth in the Allocation Statement, the Ancillary Agreements Buyer and the Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that the Buyer and the Seller are unable to resolve such dispute within 20 days, the Buyer and the Seller shall jointly retain a nationally recognized accounting firm (the “Accounting Referee”) to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by the Buyer and the Seller. (b) The Seller and the Buyer agree to (i) be bound by the Allocation Statement and (ii) act in accordance with the Allocation Statement in the preparation, filing and audit of any other rights transferred hereunder or thereunder Tax Return (including filing Form 8594 with its federal income Tax Return for the taxable year that includes the date of the Closing). (c) If an adjustment is made with respect to the Purchase Price pursuant to Section 1.07, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne as mutually agreed by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by Seller. In the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time event that an agreement is not reached within 20 days after the determination of Closing Net Working Capital, any disputed items shall be resolved in the Accounting Firm is rendered. (b) manner described in Section 1.07. The Buyer and the Sellers Seller agree that they shall each (and shall cause their respective Affiliates to) to file all Tax Returns (including amended returns and claims for refunds) and any additional information reports in a manner consistent with the Asset Acquisition Statement (as finalized return required to be filed pursuant to Section 2.6(a))); provided that nothing contained 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a1.06(c).

Allocation of the Purchase Price. Within thirty (a) Within ninety (9030) days after following the final determination completion of the Final Purchase Price pursuant process described in Section 3.03, Buyer shall prepare or cause to Section 2.5, the Sellers will provide the Buyer with be prepared and shall deliver to Seller a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed draft allocation of the Final Purchase Price (plus any together with all other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposescapitalizable items) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder assets of Seller prepared in accordance with Section 1060 of the Code and the treasury regulations issued thereunder (and any other applicable statesimilar provision of state or local Law, local or non-U.S. Lawas appropriate) (the “Purchase Price Allocation”). The Buyer may, within Within thirty (30) days after receiving the receipt of such Asset Acquisition Statementdraft Purchase Price Allocation, Seller will propose to the Sellers Buyer in writing any objections or proposed changes to such Asset Acquisition Statement draft Purchase Price Allocation (and in the event that no such changes are consistent with applicable Law (the “Allocation Notice of Objection”), and if the proposed in writing to Buyer does not deliver such a Notice of Objection within such time period, the Buyer shall Seller will be deemed to have accepted such proposed Asset Acquisition Statement agreed to, and it shall become final and binding on accepted, the PartiesPurchase Price Allocation). If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers Seller will endeavor attempt in good faith to resolve any differences between them with respect to the Asset Acquisition Statement Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within thirty ten (3010) days after the Sellers’ Buyer’s receipt of the Notice a timely written notice of Objectionobjection or proposed changes from Seller. If the Buyer and the Sellers Seller are unable to resolve such differencesdifferences within such time period, then Buyer and Seller shall each use a separate Purchase Price Allocation that each reasonably determines satisfies the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses requirements of Section 1060 of the Accounting Firm shall be borne by the Code. If Buyer and Seller agree (or are deemed to agree pursuant to provisions of this Section 3.06) to the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting FirmPurchase Price Allocation, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The then Buyer and the Sellers agree that they Seller shall each (report, act, and shall cause their respective Affiliates to) file in all respects and for all Tax Returns purposes (including amended returns and claims for refundsthe filing of Internal Revenue Service Form 8594) and information reports in a manner consistent with such agreed-upon Purchase Price Allocation, shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable Law, and shall reasonably cooperate in the Asset Acquisition Statement (preparation, execution and filing and delivery of all documents, forms and other information as finalized pursuant the other Party may reasonably request to Section 2.6(a))); provided that nothing contained assist in this Section 2.6(b) shall prevent the preparation of any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect filings relating to the Asset Acquisition Statement. Upon any adjustment to allocation of the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to this Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)3.06.

Allocation of the Purchase Price. (a1) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with shall prepare a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code Code, which proposed allocation shall be delivered to Seller for review and comment within sixty (60) days following the Closing Date (“Proposed Allocation Statement”). Seller shall provide to Buyer in writing within fifteen (15) Business Days of the receipt of such Proposed Allocation Statement any objections thereto. (2) If, within fifteen (15) Business Days following the receipt of the Proposed Allocation Statement, Seller does not dispute any items contained in the Proposed Allocation Statement, then the Proposed Allocation Statement shall be final and binding upon the parties (“Final Allocation Determination”). In the event that Seller disputes any other applicable stateitems contained in the Proposed Allocation Statement, local such disputes shall be resolved in the following manner: (A) Seller shall notify Buyer in writing (the “Notice of Allocation Disagreement”) of such dispute within fifteen (15) Business Days following Seller’s receipt of the Proposed Allocation Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Seller Disputed Items”). All items that are not Seller Disputed Items shall be final and binding for all purposes hereunder. (B) During the fifteen (15) Business Day period following Buyer’s receipt of a Notice of Allocation Disagreement, Seller and Buyer shall use commercially reasonable efforts to resolve any Seller Disputed Items. If, at the end of such fifteen (15) Business Day period, the parties have reached written agreement with respect to all matters covered by a Notice of Allocation Disagreement, the Proposed Allocation Statement shall be adjusted to reflect such written agreement and shall become the Final Allocation Determination. (C) If, at the end of the fifteen (15) Business Day period specified in Section 3(c)(2)(B) above, Buyer and Seller shall have failed to reach a written agreement with respect to all or non-U.S. Lawany portion of such Seller Disputed Items (those Seller Disputed Items that remain in dispute at the end of such period are the “Unresolved Allocation Changes”), then Buyer and Seller shall promptly refer the Unresolved Allocation PURCHASE AND ASSUMPTION AGREEMENT - FIRST FINANCIAL BANK, N.A (“BUYER”), FLAGSTAR BANK, FSB (“SELLER”) AND FLAGSTAR BANCORP, INC. (“SELLER PARENT”) DATED AUGUST 15, 2011 Changes to a mutually agreeable Firm to make a determination as to the subject matter of the Unresolved Allocation Changes. If Buyer and Seller fail to agree on a Firm within 15 days after the end of the fifteen (15) Business Day period specified in Section 3(c)(2)(B) above, each of Buyer and Seller shall select a mutually agreeable nationally recognized independent certified public accounting firm which will select a third qualifying firm which shall be the Firm for all purposes of the Section 3(c)(2). The Buyer may, Firm shall issue its written decision as promptly as practicable and in any event within thirty (30) 15 days after receiving such Asset Acquisition Statement, propose following the submission of the Unresolved Allocation Changes to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”)Firm for resolution, and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer decision shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Partiesparties and become the Final Allocation Determination. If In the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect event Unresolved Allocation Changes are submitted to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differencesFirm for resolution as provided herein, the matters in dispute shall be resolved by costs of engaging the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne paid by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedSeller equally. (b3) The Buyer and the Sellers agree that they Seller and their Affiliates shall each (and shall cause their respective Affiliates to) file all Tax Returns tax returns (including amended returns including, but not limited to, Internal Revenue Service Form 8594) in all respects and claims for refunds) and information reports in a manner all purposes consistent with such Final Allocation Determination. Seller shall use commercially reasonably efforts to deliver to Buyer all such documents and other information as Buyer may reasonably request in order to prepare the Asset Acquisition Proposed Allocation Statement contemplated by Section 3(c)(1) above and any tax returns for taxable periods beginning on or after the Closing Date. No party shall take any position (as finalized pursuant whether in audits, tax returns or otherwise) that is inconsistent with such Final Allocation Determination, unless required to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding do so by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)applicable Legal Requirement.

Allocation of the Purchase Price. (a) Within ninety (90) days after The Parties agree that the final determination amount of the Final Purchase Price pursuant allocable to Section 2.5the French Subsidiary Shares is the amount set forth on Schedule 2.8. In addition, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including the Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposesunder the Code) shall be allocated among the Transferred Purchased Assets and, if applicable, and the Ancillary Agreements and any other rights transferred hereunder or thereunder non-competition covenant of Seller under Section 6.7 of this Agreement as set forth in a schedule (the “Allocation Schedule”). The allocation set forth on the Allocation Schedule (the “Allocation”) shall be prepared in accordance with Section 1060 of the Code (and any other applicable the Treasury Regulations thereunder, and corresponding provisions of similar state, local or non-U.S. Lawforeign Tax Laws. Purchaser shall deliver the Allocation Schedule to Seller within sixty (60) days after the Closing Date for Seller’s review of such Allocation Schedule, and Purchaser shall reflect in such Allocation Schedule any comments or changes proposed by Seller that are reasonably acceptable to Purchaser no later than ten (10) Business Days after receipt thereof. (b) Purchaser and Seller (which, for purposes of this Section 2.8(b), shall include their respective Affiliates, to the extent applicable) shall file all applicable Tax Returns (including, without limitation, IRS Form 8594) consistent with the Allocation. The Buyer mayNeither Purchaser nor Seller shall take any Tax position inconsistent with such Allocation nor agree to any proposed adjustment to the Allocation by any Taxing Authority without first giving the other Party prior written notice; provided, within however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. Not later than thirty (30) days after receiving such Asset Acquisition Statement, propose prior to the Sellers in writing any changes filing of their respective IRS Forms 8594 relating to such Asset Acquisition Statement that are consistent with applicable Law (this transaction, each of Purchaser and Seller shall deliver to the “Allocation Notice other Party a copy of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Partiesits IRS Form 8594. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith Purchase Price is adjusted pursuant to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differencesthis Agreement, the matters in dispute Allocation shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports adjusted in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained procedures set forth in this Section 2.6(b2.8(b) shall prevent any Party (or their Affiliates) from settlingand, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment extent necessary, the Parties shall file supplemental IRS Forms 8594 and deliver a copy to the Purchase Price in connection with an indemnification claim made pursuant other Party not later than thirty (30) days prior to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)such filing.

Allocation of the Purchase Price. (a) Within ninety (90) days after The Purchase Price, plus the final determination amount of the Final Purchase Price Assumed Liabilities required to be included in consideration received pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code Code, shall be allocated for all purposes (and any other applicable stateincluding, local or non-U.S. Law)without limitation, Tax purposes) in accordance with the requirements of Section 1060 of the Code. The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice allocation of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price shall be as mutually agreed in connection with an indemnification claim made pursuant writing between Cott and Seller no later than five (5) Business Days prior to Article 13, the Closing (the "Allocation Schedule"). Seller and Cott recognize that the Purchase Price does not include the Assumed Liabilities required to be treated as purchase consideration for U.S. federal income tax purposes and that Cott will allocate such Assumed Liabilities appropriately and shall advise Seller of such allocation described in and the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) Allocation Schedule shall be revised accordingly. The Allocation Schedule shall be subject to adjustment as provided in Sections 2.3 and 2.4 below. Seller and Buyers agree (i) to act in accordance with the computations and allocations contained in the Allocation Schedule (including Cott's allocation of Assumed Liabilities and any modifications thereto reflecting any post-closing adjustments) in all appropriate Tax forms for the tax year in which the Closing occurs and (ii) not to take a position on any Tax return before any Governmental Authority charged with the collection of any Tax or in any judicial proceeding that is in any manner consistent inconsistent with Section 2.6(athe terms of any such allocation (including Cott's allocation of Assumed Liabilities and any modifications thereto reflecting any post-closing adjustments) without the consent of Cott, in the case of Seller, and Seller, in the case of any Buyer. In the event that any Taxing authority disputes the allocation as indicated on the Allocation Schedule (including Cott's allocation of Assumed Liabilities and any modifications thereto reflecting any post-closing adjustments), the party receiving notice of the dispute shall promptly notify the other party hereto concerning resolutions of the dispute.

Allocation of the Purchase Price. (a) Within ninety Seller and Purchaser agree that (90i) days after the final determination sum of the Final Purchase Price pursuant to Section 2.5, and the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) Liabilities shall be allocated among the Transferred Purchased Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and (and any other applicable state, local or non-U.S. Lawii) the portion of the Purchase Price allocable to the Xxxx Sound Terminal is $20 million (the "Allocation"). The Buyer may, within thirty (30) No later than 90 days after receiving such Asset Acquisition Statementthe Closing Date, propose Purchaser shall provide Seller with a proposed Allocation for Seller's review. Purchaser shall allow Seller's employees, accountants and other authorized representatives the opportunity (y) to review Purchaser's proposed Allocation and (z) to obtain and review copies of Purchaser's work papers and appraisal reports and, to the Sellers extent Purchaser can obtain access using commercially reasonable efforts, access to Purchaser's accountant's work papers and Purchaser's appraiser's work papers. (b) If Seller has any objections to the proposed Allocation, Seller shall notify Purchaser in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “"Allocation Notice Disagreement") of Objection”)such disagreement no later than 30 calendar days after delivery of the proposed Allocation. The Allocation Disagreement, if any, shall set forth in reasonable detail the basis for the disagreement. Thereafter, Seller and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer Purchaser shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor attempt in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objectionsuch objection. If the Buyer Seller and the Sellers Purchaser are unable to resolve the disagreement no later than 30 calendar days after the delivery of the Allocation Disagreement, such differencesdisagreement shall be referred to the Independent Accounting Firm. If for any reason the Independent Accounting Firm is no longer independent of Seller or Purchaser or is not able or declines to be engaged to resolve such disagreement, another independent public accounting firm shall be mutually selected by Seller and Purchaser for resolution of such disagreement. If Seller and Purchaser do not promptly agree on the selection of an independent public accounting firm, each of them shall appoint an independent public accounting firm and such two independent public accounting firms shall jointly select a new independent accounting firm (such new accounting firm shall also be deemed the "Independent Accounting Firm" for purposes of this Section 2.5(b)). Absent manifest error, the matters in dispute determinations made by the Independent Accounting Firm with respect to any such disagreement shall be resolved by final and binding upon Seller and Purchaser for all purposes under this Agreement. Each of Seller and Purchaser shall use its commercially reasonable efforts to cause the Independent Accounting Firm to render its determination as soon as practicable after referral of such disagreement to such firm, and each shall cooperate with such firm and shall provide such firm with reasonable access to its books, records, personnel and representatives and such other information as such firm may require in order to render its determination. The scope of the Independent Accounting Firm, 's engagement (which determination by such Accounting Firm shall not be an audit) shall be consistent with this Agreementlimited to the resolution of the items contained in the Allocation Disagreement, and the determination of an Allocation that accurately conforms to Section 1060 of the Code and the Treasury regulations promulgated thereunder. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm, which proportionate allocations also shall if any, will be determined borne equally by Seller and Purchaser. The Allocation, as adjusted in accordance with the Accounting Firm at resolution of any disagreement with respect thereto or, if no Allocation Disagreement is timely given, as delivered to Seller pursuant to Section 2.5(a), is referred to in this Agreement as the time the "Final Allocation." (c) After determination of the Final Allocation by agreement of Seller and Purchaser or by binding determination of the Independent Accounting Firm is rendered. Firm, Seller and Purchaser shall follow the Final Allocation for all Tax purposes (b) The Buyer including the filing of any Tax Return). Any subsequent adjustments to the sum of the Purchase Price and Assumed Liabilities shall be reflected in the Final Allocation in a manner consistent with Section 1060 of the Code and the Sellers agree that they Treasury regulations promulgated thereunder. The transactions contemplated in this Agreement shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports be reported in a manner consistent with the Asset Acquisition Statement terms of this Agreement (including the Final Allocation), and neither Seller nor Purchaser shall, except as finalized pursuant to Section 2.6(a))); provided that nothing contained required by applicable Law, take any position inconsistent therewith in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settlingTax Return, in any refund claim, in any litigation, or require any otherwise. Each of them Seller and Purchaser agrees to litigate any challengecooperate with the other in preparing IRS Form 8594, proposed deficiency, adjustment or and to furnish the other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)copy of such form within a reasonable period before its filing due date.

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination Closing Date, Purchaser shall deliver to Sellers a draft schedule (the "Allocation Schedule") allocating the cash portion of the Final Purchase Price and the amount of Assumed Liabilities among the Purchased Assets. Upon receipt of the Allocation Schedule, Sellers and their independent certified public accountants shall have the right during the succeeding sixty (60) day period to review the Allocation Schedule and to examine and review all records and work papers and other supporting documents used to prepare such schedule. Purchaser shall give Sellers full access at all reasonable times to the working papers relating to the Allocation Schedule, including any descriptions of the methodology, procedures, internal audits and analysis undertaken in connection with the preparation of the Allocation Schedule. Sellers shall notify Purchaser in writing, on or before the last day of the sixty (60) day period, of any good faith objections to the Allocation Schedule, setting forth a reasonably detailed explanation of the objections and the dollar amount of each such objection. If Sellers do not deliver such notice within such sixty (60) day period, the Allocation Schedule shall be deemed to have been irrevocably accepted by Sellers. (b) If Sellers object to line items set forth on the Allocation Schedule, the parties shall attempt in good faith to resolve any such objections within thirty (30) days of receipt by the corresponding party of any such objections. If the parties are unable to resolve the matter within such thirty (30) day period, solely in respect of the portions of the Allocation to which the Sellers have an objection and which such objection is not resolved, each party shall be entitled to use its own allocation (without regard to the Allocation Schedule) for all purposes, including for purposes of any Tax Returns and any forms or reports required to be filed pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and including IRS Form 8594), or any other applicable comparable provision of state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedforeign law. (bc) The Buyer With respect to any line items set forth on the Allocation Schedule to which Sellers do not object or which such objection is resolved, Sellers and Purchasers shall report the Sellers agree that they shall each (and shall cause their respective Affiliates to) file transactions contemplated hereby on all Tax Returns (including amended information returns and claims for refundssupplements thereto required to be filed by the parties under Section 1060 of the Code (including IRS Form 8594)) and information reports in a manner consistent with such agreed portions of the Asset Acquisition Statement Allocation Schedule (as finalized pursuant to Section 2.6(athe "Agreed Allocation"))); provided . In the event that nothing contained in this Section 2.6(b) shall prevent the Allocation Schedule or any Party (other allocation used by either Sellers or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding Purchasers is disputed by any Governmental Authority with respect to having jurisdiction over the Asset Acquisition Statement. Upon assessment, determination, collection, or other imposition of any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13Taxes, the allocation described party receiving notice of the dispute shall promptly notify the other party hereto, and Sellers and Purchasers agree to use their commercially reasonable efforts to defend any Agreed Allocation in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)any audit or similar proceeding.

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination Buyer and Seller have agreed upon an allocation of the Final unadjusted Purchase Price among each of the Assets, in compliance with the principles of Section 1060 of the Code and the regulations thereunder and such allocation of value is attached to this Agreement as Schedule 2.2. The “Allocated Value” for any Asset equals the portion of the unadjusted Purchase Price allocated to such Asset on Schedule 2.2, increased or reduced as described in this Article 2. Any adjustments to the Purchase Price other than the adjustments provided for in Section 2.3 shall be applied on a pro rata basis to the amounts set forth on Schedule 2.2 for all Assets. After all such adjustments are made, any adjustments to the Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, 2.3 shall be applied to the extent properly taken into account as consideration amounts set forth in Schedule 2.2, for applicable Tax purposes) among the Transferred Assets andparticular affected Assets. After Seller and Buyer have agreed on the Allocated Values for the Assets, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall Seller will be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice Allocated Values for purposes of Objection, then the Buyer this Agreement and the Sellers transactions contemplated hereby, but otherwise Seller 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 foregoing, shall be used by Seller and Buyer as the basis for reporting asset values and other items for purposes of all federal, state and local Tax Returns, including without limitation Internal Revenue Service Form 8594 and (ii) that neither they nor their affiliates will endeavor in good faith to resolve any differences take a contrary position with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable such Allocated Values in notices to resolve such differencesa Governmental Entity, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment audit or other similar proceeding by any Governmental Authority proceedings with respect to the Asset Acquisition Statement. Upon any adjustment Taxes, in notices to preferential purchaser right holders, or in other documents or notices relating to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)transactions contemplated by this Agreement.

Allocation of the Purchase Price. The Parties agree that the Purchase Price and other items properly includible in the deemed sales price of the Acquired Assets shall be allocated, for Tax purposes, among the Acquired Assets in a manner consistent with the provisions of Code § 1060 and the Treasury Regulations thereunder and the methodology set forth on Schedule 7.5.3 (a) the “Allocation Schedule”). Any subsequent adjustment to the Purchase Price will also be allocated in accordance with Code § 1060 and the Treasury Regulations thereunder and the Allocation Schedule. Within ninety (90) days after the final determination of the Final Purchase Price pursuant Closing Date, Buyer will prepare and deliver to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed an allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Lawitems (the “Allocation”). The Buyer may, shall permit Sellers to review and comment on the Allocation and will consider in good faith any written comments received from Sellers within thirty (30) days after receiving of Buyer’s delivery of the Allocation and promptly inform Xxxxxxx of any changes accepted thereto by Xxxxx. Sellers and Buyer each agree to use such Asset Acquisition StatementAllocation to prepare and file in a timely manner all Tax Returns including, propose if applicable, IRS Form 8594, and to the Sellers take no position in any Tax Return, Tax proceeding or Tax audit that is inconsistent with such Allocation, unless otherwise required under applicable Law or agreed in writing any changes to by Sellers or Buyer as required by a Tax audit by a Governmental Authority having jurisdiction over such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”)Party. Sellers and Buyer shall, and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with , provide prompt notice to the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent other of any Party (audit, inquiry or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority Action with respect to the Asset Acquisition StatementAllocation. Upon Any adjustments to the Allocation resulting from any adjustment audit, inquiry or Action, or from any other post-Closing adjustments to the Purchase Price in connection with an indemnification claim made pursuant to Article 13Price, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject prepared by Buyer and delivered to adjustment Sellers in a manner consistent with Section 2.6(a)timely manner. Buyer shall permit Sellers to review and comment on any such adjustments and will consider in good faith any written comments received from Sellers within thirty (30) days of Buyer’s delivery of such adjustment (including a schedule thereof) and promptly inform Sellers of any changes accepted thereto by Xxxxx.

Allocation of the Purchase Price. (a) Within ninety Schedule 2.5 to the Disclosure Letter provides for an allocation of the Enterprise Value among the Shares. (90b) days after The allocation of the other elements of the Purchase Price formula set forth under Section 2.2 shall be allocated among the Shares as follows: (i) to the extent that any such element relates exclusively to a given Company and/or its Subsidiaries, such element shall be allocated exclusively to the Purchase Price of the Shares in such Company; and (ii) to the extent that any such element may not be allocated exclusively to a given Company and/or its Subsidiaries, such element shall be allocated among all of the Shares in the same proportion as the Enterprise Value is allocated among the Shares. (c) Total (i) has prepared and delivered to the Buyer, together with and at the same time as the Closing Statement, a statement allocating the Estimated Purchase Price in accordance with subsections (a) and (b) above along with adequate documentation to support and substantiate such allocation (the “Estimated Purchase Price Allocation Statement”) and (ii) shall prepare and deliver, within ten- (10)- Business Days following the final determination of the Final Purchase Price pursuant to Section 2.52.4.1 or 2.4.2, the Sellers will provide the Buyer with a statement allocating the amount to be paid in accordance with Sections 2.4.3 (a) or statements(b) in accordance with subsections (a) and (b) above along with adequate documentation to support and substantiate such allocation (the “Asset Acquisition Purchase Price Allocation Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The allocation made under the Estimated Purchase Price Allocation Statement shall be used for the purpose of the payment of the Estimated Purchase Price. (d) The Buyer may, within thirty shall have thirty- (30) days after receiving such Asset Acquisition 30)- Business Days to review the allocations made by Total under the Purchase Price Allocation Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if . If the Buyer does not deliver notify Total of any dispute relating to such a Notice of Objection allocations within such thirty- (30)- Business-Day period, the Buyer such allocation shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final final, non-appealable and binding on the Parties. If the Buyer delivers a Notice disputes such allocation, the Buyer shall notify Total of Objectionsuch dispute within such thirty- (30)- Business-Day period, then and the Buyer and the Sellers will endeavor Total shall work together in good faith to resolve any differences with respect to the Asset Acquisition Statement such dispute as quickly as practicable. If such dispute has not been resolved within thirty ten- (30) days 10)- Business Days after the Sellers’ date of receipt by Total of the Notice notice of Objection. If the Buyer and the Sellers are unable to resolve such differencesdispute, the matters in then such dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne submitted by the Buyer and Total to the Sellers Auditor for resolution. The Auditor shall act for the account of all the Parties in inverse proportion as they may prevail accordance with the provisions of Article 1592 of the French Civil Code. Total and the Buyer shall use their reasonable efforts to cause the Auditor to issue a report setting forth the final allocation of the Purchase Price in accordance with this Section 2.5 within thirty- (30)- days from the date of the appointment of the Auditor for the purpose of this Section 2.5(d). The Auditor shall provide the parties with written reasoning and explanation of its determination. Absent manifest errors (erreur grossière), the Auditor’s calculation of the disputed items and resulting Purchase Price Allocation Statement shall be final, non-appealable and binding on matters the Parties. The Auditor shall have no right to interpret the provisions of this Agreement. Once the allocation has been agreed to by Total and the Buyer, or resolved by the Accounting FirmAuditor and except to the extent required under applicable Law, which proportionate allocations also the Parties shall be determined not and shall cause their Affiliates not to take a position inconsistent with such allocation. The Parties agree to consult with one another with respect to any Tax audit, controversy or litigation relating to such allocation by any Taxing Authority and shall cooperate in good faith in order to preserve the Accounting Firm at the time effectiveness of such allocation. (e) Total shall prepare and deliver to Buyer, within thirty- (30)- days from the determination of the Accounting Firm is rendered. final allocation of the Purchase Price in accordance with Section 2.5(d), a statement further allocating the Purchase Price allocable to the Shares of NUK USA, LLC among the assets of NUK USA, LLC in accordance with section 1060 of the IRC and the U.S. Department of Treasury regulations promulgated thereunder. Buyer shall have thirty- (b) The 30)- Business Days to review the allocation made by the Buyer under this Section 2.5(e). If Buyer does not notify Total of any dispute relating to such allocation within such thirty- (30)- Business-Day period, such allocation shall be final, non-appealable and binding on the Parties. If Buyer disputes such allocation, Buyer shall notify Total of such dispute within such thirty- (30)- Business-Day period, and the Buyer or Total shall work together in good faith to resolve such dispute as quickly as practicable. If such dispute has not been resolved within ten- (10)- Business Days after the date of receipt by Total of notice of such dispute, then such dispute shall be submitted by the Buyer and Total to nationally recognized United States firm of independent public accountants, mutually selected by the Sellers agree that they Parties for resolution (the “Accountants”). The Accountants shall each act for the account of all the Parties and in accordance with section 1060 of the IRC and the U.S. Department of Treasury regulations promulgated thereunder. Total and the Buyer shall use their reasonable efforts to cause the Accountant to issue a report setting forth a final allocation in accordance with this Section 2.5(e) within thirty- (30)- days from the date of the appointment of the Accountants for the purpose of this Section 2.5(e). Once an allocation under this Section 2.5(e) has been agreed to by Total and the Buyer, or resolved by the Accountants, such allocation shall be final, non-appealable and binding on the Parties and except to the extent required under applicable Law, the Parties shall not and shall cause their respective Affiliates toAffiliate not to take a position inconsistent with such allocation. The Parties agree to (i) file U.S. Internal Revenue Service Form 8594 and any required attachments thereto, together with all U.S. federal, state and local Tax Returns (including amended returns and claims for refunds) and information reports returns, in a manner consistent with the Asset Acquisition Statement and in accordance with such allocation and (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(bii) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority consult with one another with respect to any Tax audit, controversy or litigation relating to such allocation by any Taxing Authority and shall cooperate in good faith in order to preserve the Asset Acquisition Statementeffectiveness of such allocation. Upon any adjustment The external costs and expenses (including the fees of the Accountants) relating to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)provided under this subsection 2.5(e) shall be subject to adjustment in a manner consistent with Section 2.6(a)entirely borne by the Buyer.

Allocation of the Purchase Price. (a) Within ninety (90) days after Parent and Buyer acknowledge and agree that the final determination of the Final Purchase Price shall be allocated among Parent and each Subsidiary Seller as set forth in Schedule 2.9, subject to such adjustment to the Purchase Price as may occur pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation 2.8. The portion of the Final Purchase Price allocable to Parent and each Subsidiary Seller plus the Assumed Liabilities and the liabilities of the Acquired Entities shall be further allocated as set forth below. (b) The portion of the Purchase Price allocated to each Subsidiary Seller of Other Acquired Assets plus any other amounts, including the Assumed Liabilities, Liabilities related to the extent properly taken into account as consideration for applicable Tax purposes) such Other Acquired Assets shall be allocated among the Transferred such Other Acquired Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. Not later than forty-five (and any other applicable state45) days following the Closing Date, local or non-U.S. Law)Parent shall deliver to Buyer a preliminary allocation (a “Draft Allocation”) with respect to the Other Acquired Assets. The Unless Buyer may, objects to the Draft Allocation in writing within thirty fifteen (3015) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such periodreceipt thereof, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it Draft Allocation shall become final (a “Final Allocation”). (c) The portion of the Purchase Price allocated to Parent and binding on each Subsidiary Seller that is a seller of a Consolidated Domestic Subsidiary, plus the Parties. If liabilities of such a Consolidated Domestic Subsidiary, shall be allocated among the Buyer delivers a Notice assets of Objection, then such Consolidated Domestic Subsidiary pursuant to Section 338 of the Buyer Code and the Sellers will endeavor Treasury Regulations thereunder, and such allocation shall be used to determine the “aggregate deemed sale price” and the “adjusted grossed up basis” for the assets of such Consolidated Domestic Subsidiary (including the assets of any of its Subsidiaries for which a Section 338(h)(10) Election is made or the assets of any of its Subsidiaries that is a pass-through entity). Not later than forty-five (45) days following the Closing Date, Parent shall deliver to Buyer a Draft Allocation with respect to the assets of each Consolidated Domestic Subsidiary (and its Subsidiaries, as applicable). Unless Buyer objects to the Draft Allocation in writing within fifteen (15) days after receipt thereof, the Draft Allocation shall become the Final Allocation. (d) If Parent requests that a Section 338(g) Election be made with respect to the Acquired Foreign Corporation, the portion of the Purchase Price allocated to the Subsidiary Seller of the Acquired Foreign Corporation plus the liabilities of such Acquired Foreign Corporation, shall be allocated among the assets of such Acquired Foreign Corporation pursuant to Section 338 of the Code and the Treasury Regulations thereunder, and such allocation shall be used to determine the “aggregate deemed sale price” and the “adjusted grossed up basis” for the assets of such Acquired Foreign Corporation. Not later than forty-five (45) days following the Closing Date, Parent shall deliver to Buyer a Draft Allocation with respect to the assets of the Acquired Foreign Corporation (and its Subsidiaries, as applicable). Unless Buyer objects to the Draft Allocation in writing within fifteen (15) days after receipt thereof, the Draft Allocation shall become the Final Allocation. (e) The portion of the Purchase Price allocated to each Subsidiary Seller of a Pass-through Entity, plus the liabilities of such Pass-through Entity, shall be allocated among the assets of such Pass-through Entity (and the assets of any of its Subsidiaries to the extent the assets of such Subsidiary are treated as sold) in accordance with Sections 1060, 743 or 751 of the Code (as applicable) and the Treasury Regulations thereunder (as applicable). Not later than forty-five (45) days following the Closing Date, Parent shall deliver to Buyer a Draft Allocation with respect to the assets of each Pass-through Entity (and the assets of any of its Subsidiaries to the extent the assets of such Subsidiaries are treated as sold). Unless Buyer objects to the Draft Allocation in writing within fifteen (15) days after receipt thereof, the Draft Allocation shall become the Final Allocation. (f) Parent and Buyer agree that each Final Allocation, as adjusted, shall be used by Parent, the Subsidiary Sellers, Buyer, the Affiliated Buyers, and their respective Affiliates for all Tax reporting purposes. (g) Notwithstanding anything to the contrary in subsections (b) through (f) of this Section 2.9, if Buyer objects to a Draft Allocation within fifteen (15) days after receipt thereof, the parties agree to work in good faith to resolve any differences with respect such dispute. If the parties fail to the Asset Acquisition Statement reach a resolution of such dispute within thirty (30) days after the Sellers’ receipt date on which Buyer provides written notice of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differencesobjection, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also applicable Final Allocation shall be determined by in accordance with the Accounting Firm at dispute resolution procedures set forth in Section 2.8(c). The Final Allocations shall be revised to take into account any adjustments to the time the determination Purchase Price pursuant to Section 2.8 allocated to, as applicable, (i) a Subsidiary Seller of Other Acquired Assets with respect to such Other Acquired Assets in accordance with Section 1060 of the Accounting Firm is rendered. (b) The Buyer Code and the Sellers agree that they shall each Treasury Regulations thereunder, (ii) Parent or the applicable Subsidiary Seller with respect to the assets of a Consolidated Domestic Subsidiary sold by Parent or such Subsidiary Seller (and shall cause their respective Affiliates toany Subsidiaries of any such Consolidated Domestic Subsidiary, as applicable) file all Tax Returns in a manner consistent with Section 338 of the Code and the Treasury Regulations thereunder, (including amended returns iii) the Subsidiary Seller of the Acquired Foreign Corporation in a manner consistent with Section 338 of the Code and claims for refundsthe Treasury Regulations thereunder, or (iv) a Subsidiary Seller with respect to the assets of each Pass-through Entity (and the assets of any of its Subsidiaries, as applicable) sold by such Subsidiary Seller in a manner consistent with Sections 1060, 743 or 751 of the Code (as applicable) and information reports the Treasury Regulations thereunder (as applicable), in each case, in a manner consistent with the Asset Acquisition Statement (as finalized pursuant Final Allocation to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the which such Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)relates.

Allocation of the Purchase Price. (a1) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with shall prepare a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code Code, which proposed allocation shall be delivered to Seller for review and comment within sixty (and any other applicable state, local or non-U.S. Law60) days following the Closing Date (“Proposed Allocation Statement”). The Seller shall provide to Buyer mayin writing within ten (10) days of the receipt of such Proposed Allocation Statement any objections thereto. (2) If, within thirty ten (3010) days after receiving such Asset Acquisition following the receipt of the Proposed Allocation Statement, propose to Seller does not dispute any items contained in the Sellers Proposed Allocation Statement, then the Proposed Allocation Statement shall be final and binding upon the parties (“Final Allocation Determination”). In the event that Seller disputes any items contained in the Proposed Allocation Statement, such disputes shall be resolved in the following manner: (A) Seller shall notify Buyer in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of ObjectionAllocation Disagreement”) of such dispute within ten (10) days following Seller’s receipt of the Proposed Allocation Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Seller Disputed Items”). All items that are not Seller Disputed Items shall be final, binding and conclusive for all purposes hereunder. (B) During the 15-day period following Buyer’s receipt of a Notice of Allocation Disagreement, Seller and Buyer shall use commercially reasonable efforts to resolve any Seller Disputed Items. If, at the end of such 15-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Allocation Disagreement, the Proposed Allocation Statement shall be adjusted to reflect such written agreement and shall become the Final Allocation Determination. (C) If, at the end of the 15-day period specified in subsection (c)(2)(B) above, Buyer and Seller shall have failed to reach a written agreement with respect to all or any portion of such Seller Disputed Items (those Seller Disputed Items that remain in dispute at the end of such period are the “Unresolved Allocation Changes”), then Buyer and if Seller shall promptly refer the Buyer does not deliver such Unresolved Allocation Changes to a Notice mutually agreeable Firm to make a determination as to the subject matter of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the PartiesUnresolved Allocation Changes. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith Seller fail to resolve any differences with respect to the Asset Acquisition Statement agree on a Firm within thirty (30) 15 days after the Sellers’ receipt end of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences15-day period specified in subsection (c)(2)(B) above, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreementselected by the American Arbitration Association. The fees, costs Firm shall issue its written decision as promptly as practicable and expenses in any event within 15 days following the submission of the Accounting Unresolved Allocation Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties and become the Final Allocation Determination. In the event Unresolved Allocation Changes are submitted to the Firm for resolution as provided herein, the costs of engaging the Firm shall be borne paid by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedSeller equally. (b3) The Buyer and the Sellers agree that they Seller and their Affiliates shall each (and shall cause their respective Affiliates to) file all Tax Returns tax returns (including amended returns including, but not limited to, Internal Revenue Service Form 8594) in all respects and claims for refunds) and information reports in a manner all purposes consistent with such Final Allocation Determination. Seller shall use commercially reasonably efforts to deliver to Buyer all such documents and other information as Buyer may reasonably request in order to prepare the Asset Acquisition Proposed Allocation Statement contemplated by subsection 3(c)(1) above and any tax returns for taxable periods beginning on or after the Closing Date. No party shall take any position (as finalized pursuant whether in audits, tax returns or otherwise) that is inconsistent with such Final Allocation Determination, unless required to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding do so by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)applicable Legal Requirement.

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination of Final Closing Working Capital and the Final Purchase Price Closing Indebtedness pursuant to Section 2.52.04, the Sellers will Buyer shall provide the Buyer with to Seller Parent a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price Price, as finally determined pursuant to Section 2.05 (plus any other amounts, including Assumed Liabilities, liabilities to the extent properly taken into account as consideration for applicable Tax U.S. federal income tax purposes) ), among the Transferred Assets and, if applicableShares (other than the Bio-Lab Shares), the Ancillary Agreements covenants contained in Section 5.08 and any other rights transferred hereunder or thereunder the assets of Bio-Lab (including the assets of the Subsidiaries of Bio-Lab that are classified as disregarded entities for U.S. federal income tax purposes as of the Closing Date) in accordance a manner consistent with Section 1060 of the Code (2.02(c)(i) and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Applicable Law (the “Allocation Notice of ObjectionStatement”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt delivery of the Notice of ObjectionAllocation Statement, Seller Parent notifies Buyer in writing that Seller Parent objects to the allocation set forth in the Allocation Statement, Seller Parent and Buyer shall cooperate in good faith to resolve such dispute. If In the event that Sellers and Buyer and the Sellers are unable to resolve such differencesdispute within thirty (30) days, the matters in dispute parties shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses cause an independent accounting firm of the Accounting Firm shall be borne by the nationally recognized standing reasonably satisfactory to Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports to resolve such dispute in a manner consistent with the Asset Acquisition Statement (procedures described in Section 2.04(c). In the event an amount is treated as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any an adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a8.04(f)) , Seller Parent and Buyer shall cooperate in good faith to mutually agree to revisions of the Allocation Statement to reflect such adjustment. The parties shall cause all Tax Returns to be prepared and filed consistently with the Allocation Statement; provided, however, that no party shall be subject required to litigate before any court any proposed deficiency or adjustment in a manner consistent with Section 2.6(a)by any Taxing Authority challenging such Allocation Statement.

Allocation of the Purchase Price. (a) Within ninety For all purposes, the Purchase Price shall be allocated among the Seller Parties in accordance with Section 6.4(a) of the Seller Disclosure Schedule (90the “Purchase Price Allocation Schedule”), as further adjusted under Schedule A, or as Purchaser and Seller may otherwise reasonably agree. (b) No later than 120 days after the final determination Closing Date, Purchaser shall prepare in good faith and shall deliver to Seller a schedule, prepared consistently with the Purchase Price Allocation Schedule and the working capital adjustment, allocating the Purchase Price and the Assumed Liabilities as of the Final Purchase Price pursuant Agreed Time to Section 2.5, the Sellers will provide Seller Parties and to the Buyer with a statement (or statements) Transferred Assets and the Trademark License Agreements (the “Asset Acquisition StatementInitial Allocation”) ). Purchaser shall promptly provide Seller with any reasonably requested information requested by Seller for purposes of reviewing the Initial Allocation. Except as set forth below, the Initial Allocation shall become final and be binding upon Purchaser and the Seller Parties for all purposes of Tax reporting, provided, however, that if Seller disagrees with the Sellers’ proposed Initial Allocation and Seller notifies Purchaser in writing of its disagreements within 60 days after having received the Initial Allocation, such Initial Allocation shall not become final and Seller and Purchaser agree to consult and resolve in good faith any disputed item. In the event the Parties are unable to resolve any such dispute within 30 days (or such other period as mutually agreed by the Parties) following the written notice to Purchaser of Seller’s objection, a mutually agreed upon independent nationally recognized accounting firm will be retained to resolve solely any issue in dispute as promptly as possible by deciding whether the valuation and related allocation of Purchaser or Seller is more consistent with applicable Law, and the determination of such firm shall be final with respect to such disputed issues. Purchaser and Seller shall then be bound by the Initial Allocation as adjusted to reflect the determination of such independent accounting firm and shall bear equally all costs of the independent accounting firm (the Initial Allocation, as finally determined under this Section 6.4(b), the “Final Allocation”). (c) The Initial Allocation and the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder Allocation shall be prepared in accordance with Section 1060 of the Code (and any other similar applicable state, local or non-U.S. Law)foreign law. Any Assumed Liabilities shall be allocated to the Seller Party whose liability was assumed. The Buyer may, within thirty Initial Allocation and the Final Allocation shall be adjusted to reflect any changes in the Purchase Price and the Assumed Liabilities and the adjustments under Schedule A (30including as a result of the payment of any indemnity or the working capital adjustment) days after receiving such Asset Acquisition Statement, propose under the principles set forth above. Notwithstanding anything else herein to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (contrary, if a different allocation is required by the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of ObjectionBankruptcy Court, then the Buyer Initial Allocation and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute Final Allocation shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall modified as necessary to be consistent with this Agreementsuch different allocation. (d) Except as otherwise required by any determination (as defined under Section 1313 of the Code or similar provision of applicable law), the Parties agree (i) to be bound by the Final Allocation, and (ii) to act in accordance with the allocations contained in such Final Allocation for all purposes relating to Taxes and Transfer Taxes addressed in Section 6.1, including the preparation and filing of any Tax Returns and paying any Tax due thereon. The fees, costs and expenses of the Accounting Firm shall Parties acknowledge that some Transfer Tax Returns may be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall required to be determined by the Accounting Firm at the time filed prior to the determination of the Accounting Firm Final Allocation. Therefore, if any Transfer Tax Return is rendered. required to be filed before the Final Allocation has been determined, the Parties agree to prepare and file such Tax Return consistently with the Purchase Price Allocation Schedule and to negotiate in good faith the amount of the Purchase Price and Assumed Liabilities (bif relevant) The Buyer allocated to each asset subject to Transfer Taxes. If, as of the due date for filing the Transfer Tax Return, any disagreements exist between the Parties on the amount that should be allocated to the relevant assets, the party responsible under law to file such Tax Return shall prepare such Tax Return consistently with what it considers to be the correct allocation, and to the Sellers agree extent that they shall each (and shall cause their respective Affiliates to) the Final Allocation is inconsistent with such allocation, to thereafter file all amended Transfer Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)Final Allocation.

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination Buyer, with Seller’s approval, has allocated a portion of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Xxxxx, Leases Within Drillsite Spacing Units, and Leases Outside of Drillsite Spacing Units as set forth on Exhibit B. Buyer and Seller agree to use the values so allocated as the values for the individual Assets and, if applicable, the Ancillary Agreements when filing all tax returns (including IRS Form 8594 and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30required exhibits thereto) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement Allocated Value. For purposes of the Tax filings (as finalized including IRS Form 8594), neither Buyer nor Seller shall take any position which is inconsistent with the Allocated Value unless required to do so under applicable Law. If the Purchase Price is adjusted pursuant to Section 2.6(a))); provided that nothing contained 3.4, the Allocated Value shall be appropriately modified for purposes of the Tax filings (including IRS Form 8594) to reflect increases or decreases in this Section 2.6(bthe various asset categories which give rise to such adjustments. Buyer shall provide Seller with written notice of any proposed adjustment for purposes of the Tax filings (including IRS Form 8594) shall prevent any Party (or their Affiliates) from settling, or require any required by adjustment of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant Section 3.4 and such adjustments will become final unless Seller responds to Article 13such written notices within twenty (20) days of receipt thereof. Buyer and Seller agree to reasonably cooperate to resolve any disputes, and if the parties are unable to agree on the adjustments, the allocation described procedures in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)14.1(b) shall apply. The value so allocated to a particular Asset may be subject referred to adjustment in a manner consistent with Section 2.6(a)as the “Allocated Value” for that Asset.

Allocation of the Purchase Price. Within one hundred twenty (a) Within ninety (90120) days after following the final determination of Closing, Buyer shall allocate the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final aggregate Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration determined for applicable Tax tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code and the Treasury Regulations (the “Tax Allocation”) and any other applicable state, local or non-U.S. Lawshall deliver a written statement to Seller describing such Tax Allocation (the “Tax Allocation Statement”). The Unless Seller notifies Buyer mayin writing within thirty (30) Business Days after receipt by Seller of the Tax Allocation Statement (the “Tax Allocation Comment Period”), of any objections thereto (specifying in reasonable detail the statement so disputed together with the basis for such dispute), such Tax Allocation Statement shall be final and binding for all purposes (it being understood that any Tax Allocation Statement not expressly disputed in a writing received by Seller in the Tax Allocation Comment Period shall become final, binding and conclusive upon the expiration of the Tax Allocation Comment Period). If Seller timely notifies Buyer of its disagreement with any portion of the Tax Allocation set out in the Tax Allocation Statement, then Buyer and Seller shall work in good faith to resolve such disagreement and after such resolution, the agreed upon Tax Allocation shall be considered final. If Buyer and Seller are unable to resolve all disagreements within thirty (30) days after receiving of Seller first notifying Buyer of its disagreement (or such Asset Acquisition Statement, propose longer period mutually agreed to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”by Buyer and Seller), and if the Buyer does not deliver then any such a Notice of Objection within such period, the Buyer disagreements shall be deemed submitted to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved determined by the Independent Accounting Firm, which determination by such . The Independent Accounting Firm shall be consistent given reasonable access to all of the records of Buyer, Seller and the Seller Interestholders to resolve any dispute regarding the Tax Allocation Statement, which determination with respect to any disputed matters in the Tax Allocation Statement shall be submitted to Buyer and Seller within twenty (20) Business Days following the date that the matter was submitted to the Independent Accounting Firm. The Independent Accounting Firm shall address only those items properly disputed in accordance with this AgreementSection 2.11. The fees, costs and expenses of the Independent Accounting Firm shall be borne allocated between Seller, on the one hand, and Buyer, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by the Buyer and the Sellers in inverse proportion each such party (as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be finally determined by the Independent Accounting Firm at Firm) bears to the time the determination total amount of the Accounting Firm is rendered. (b) such disputed items so submitted. The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Allocation Statement (as finalized shall, after resolution of any such dispute pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) 2.11, be final, binding and conclusive on all parties, provided, the Tax Allocation Statement shall prevent any Party (or their Affiliates) from settling, or require any of them be adjusted to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon reflect any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, after the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)Closing.

Allocation of the Purchase Price. (a) Within ninety (90) days after The Parties agree that the final determination total consideration, as determined for tax purposes paid for the Assets, including, for the avoidance of the Final Purchase Price pursuant to Section 2.5doubt, the Sellers Transferred Securities, will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, be allocated to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred such Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and the rules and regulations promulgated thereunder and any other applicable similar provision of state, local or non-U.S. Law)and foreign law, as appropriate. The Buyer may, Seller and Purchaser will cooperate to agree on the amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach a schedule setting forth such allocation to this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiaries) within thirty ninety (3090) days after receiving such Asset Acquisition Statement, propose to following the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law Closing Date (the “Allocation Notice of ObjectionSchedule”). Within 30 days after the receipt of the Allocation Schedule, Purchaser will propose to Seller any changes to the Allocation Schedule. Purchaser and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers Seller will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement Allocation Schedule within thirty (30) 30 days after the Sellers’ Seller’s receipt of the Notice notice of Objectionobjection or suggested changes from Purchaser. If the Buyer an agreement is reached, Seller and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers Purchaser agree that for income tax purposes, they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports report the transactions contemplated by this Agreement in a manner consistent accordance with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); such allocation, provided that nothing contained in herein shall prevent Seller, Purchaser or the Transferred Subsidiaries from settling any proposed deficiency or adjustment by any taxing authority based on or arising out of the allocation agreed to by Purchaser and Seller pursuant to this Section 2.6(b7.10(f) shall prevent any Party (and none of Seller, Purchaser or their Affiliates) from settling, or require any of them the Transferred Subsidiaries will be required to litigate before any challenge, court any proposed deficiency, deficiency or adjustment or other similar proceeding by any Governmental Authority taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13Allocation Schedule, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) Purchaser and Seller shall be subject to adjustment in a manner consistent with Section 2.6(a)prepare separate allocations.

Allocation of the Purchase Price. (a) Within ninety (90) days after The Purchase Price, plus any liabilities deemed assumed for United States federal income tax purposes, shall be allocated among the final determination assets of the Final Purchase Price pursuant to Section 2.5Company, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amountsRetail Subsidiaries, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements REST and any other rights transferred hereunder or thereunder RETR in accordance with a schedule to be prepared by the Purchaser using the allocation method provided by Section 1060 of the Code and the regulations thereunder and consistent with any fair market value appraisals obtained by the Purchaser in connection with the transactions contemplated herein, and the Parties shall cooperate to comply with all substantive and procedural requirements of Section 1060 of the Code. In that regard, the Purchaser shall provide the Seller with the Purchaser’s proposed allocation as soon as practicable after, and in no event later than 90 days after, the Closing (and any other applicable state, local or non-U.S. Lawthe “Proposed Allocation Schedule”). The Buyer may, within thirty Seller will have sixty (3060) days after receiving such Asset Acquisition Statement, propose following delivery of the Proposed Allocation Schedule during which to notify the Sellers Purchaser in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the an “Allocation Notice of Objection”)) of any objections to the Proposed Allocation Schedule, and if setting forth in reasonable detail the Buyer does not basis of its objections. If the Seller fails to deliver such a an Allocation Notice of Objection within such periodin accordance with this Section 2.3(a), the Buyer Proposed Allocation Schedule shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final conclusive and binding on all Parties and shall become the Parties“Final Allocation Schedule”. If the Buyer delivers a Seller submits an Allocation Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30i) for sixty (60) days after the Sellers’ receipt of date the Purchaser receives the Allocation Notice of Objection. If , the Buyer Seller and the Sellers are unable Purchaser will use their commercially reasonable efforts to resolve agree on the allocations and (ii) failing such differencesagreement within sixty (60) days of such notice, the matters in dispute shall matter will be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent in accordance with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedSection 2.3(b). (b) Any amounts remaining in dispute at the conclusion of such 60 day period that were properly included in the Allocation Notice of Objection (the “Unresolved Allocation Changes”) shall be submitted to KPMG LLP or such other international accounting or financial services firm as the Parties shall otherwise agree (the “Expert”). The Buyer Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within 45 days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive on the Parties and shall be included in the Final Allocation Schedule. Each of the Parties shall furnish, at its own expense, the Expert and the Sellers other Party with such documents and other written information as the Expert may request. The fees and expenses of the Expert shall be borne 50 percent by the Seller and 50 percent by the Purchaser. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree that they shall each (i) to be bound by the Final Allocation Schedule for purposes of determining any Taxes, (ii) to prepare and shall cause file their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in on a manner basis consistent with the Asset Acquisition Statement Final Allocation Schedule, and (as finalized iii) not to take any position inconsistent with the Final Allocation Schedule on any applicable Tax Return or in any proceeding before any Tax Authority. The Parties will revise the Final Allocation Schedule to the extent necessary to reflect any payment made pursuant to Section 2.6(a))); provided that nothing contained in this 7.7 or Section 2.6(b) 10.2. In the case of any such payment, the Purchaser shall prevent any Party (or their Affiliates) from settlingprepare and deliver to the Seller a revised Final Allocation Schedule, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority and the Parties hereto shall follow the procedures outlined above with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price review, dispute and resolution in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)respect of such revision.

Allocation of the Purchase Price. Buyer and Seller agree that the Purchase Price (a) which for purposes of this Section 3.03 shall include any liabilities required to be treated as part of the Purchase Price for federal income tax purposes), as may be adjusted pursuant to this Section 3.03, shall be allocated among the Acquired Assets in accordance with the allocation reflected in a schedule prepared by Buyer in accordance with this Section 3.03 (the “Allocation Schedule”). Within ninety sixty (9060) days after following the final determination of the Final Purchase Price pursuant to Section 2.53.01, Buyer shall deliver to Seller a draft of the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ Allocation Schedule setting forth Buyer’s proposed allocation of for Seller’s review. Seller shall have the Final Purchase Price right to review and reasonably comment upon Xxxxx’s proposed Allocation Schedule, provided, that (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposesa) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “proposed Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer Schedule shall be deemed to have accepted such proposed Asset Acquisition Statement approved by Seller and it shall become be final and binding upon the Parties unless Seller provides written notice of Seller’s comments to one or more items reflected in the proposed Allocation Schedule within twenty (20) Business Days after delivery of the proposed Allocation Schedule to Seller, and (b) upon receipt of any such written comments from Seller with respect to the proposed Allocation Schedule, Buyer may make such adjustments or revisions to the proposed Allocation Schedule based on the Parties. If the Seller’s comments as Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor determines in good faith to resolve be necessary and appropriate, provided further, that Buyer shall have no obligation to make any differences with respect such adjustments or revisions absent manifest error. The Parties shall adhere to the Asset Acquisition Statement within thirty Allocation Schedule (30as finally determined pursuant to this Section 3.03) days after for all purposes relevant to the Sellers’ receipt calculation of federal or state Taxes, and will report the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports transactions contemplated herein in a manner consistent with such Allocation Schedule. Except as required by applicable Law, Buyer and Seller shall not take any position on their respective Tax Returns that is inconsistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent Allocation Schedule. [Transfer Taxes. Any and all deed stamps or transfer Taxes which may be due the Commonwealth of Pennsylvania or any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price political subdivision in connection with an indemnification claim made pursuant the sale, transfer, assignment, conveyance and delivery hereunder of the Acquired Assets to Article 13Buyer (collectively, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a“Transfer Taxes”)) , shall be subject to adjustment in a manner consistent with Section 2.6(a).borne by Buyer. The terms hereof shall survive Closing.]5

Allocation of the Purchase Price. (a) Within ninety (90) days after A. Buyer and Seller have negotiated in good faith and agree upon the final determination allocation of the Final Purchase Price pursuant to Section 2.5, and cash proceeds set forth in the Sellers will provide the Buyer with a statement (or statements) schedule attached hereto as Exhibit 2.3 (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final "Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration Allocation"). Buyer and Seller agree that for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance purposes of compliance with Code Section 1060 of the Code (each will prepare and any other applicable statefile IRS Form 8594, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to with their income tax returns for the Sellers in writing any changes to such Asset Acquisition Statement taxable year that are consistent with applicable Law (includes the “Allocation Notice of Objection”)Closing Date, and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement Purchase Price Allocation and this Section 2.3. The Purchase Price Allocation shall be adjusted to reflect changes between the Second Quarter Amount (as finalized shown on Exhibit A-3 annexed hereto) and the Closing Net Non-Cash Working Capital (as determined pursuant to the provisions of Section 2.6(a10.2))); provided that nothing contained . B. Notwithstanding anything to the contrary in this Section 2.6(b2.3 or Exhibit 2.3, the ACBA Consideration (as defined below) shall prevent any Party be allocated for federal income tax purposes among the assets of ACBA which are purchased by Buyer in the following manner: (i) Furniture, fixtures, equipment and other types of "section 1245 property" (as defined in Section 1245(a)(3) of the Code), shall be allocated a portion of the ACBA Consideration equal to $2,459,000. (ii) Assets other than those subject to allocation under Subsections B (i) or their Affiliates(iii) from settlingshall be allocated a portion of the ACBA Consideration equal to $1,892,000. (iii) The balance of the ACBA Consideration (i.e., or require any the portion remaining after subtracting the allocations required by Subsections B (i) and (ii), above) shall be allocated entirely to land, building and other real property improvements. C. For purposes of them to litigate any challengethis Section 2.3, proposed deficiency"ACBA Consideration" shall mean, adjustment or other similar proceeding by any Governmental Authority in accordance with Section 1.1060-1T(c) of the Treasury Regulations promulgated under the Code, (i) with respect to ACBA, the Asset Acquisition Statement. Upon any adjustment amount, in the aggregate, realized from selling its assets to the Purchase Price in connection with an indemnification claim made Buyer pursuant to Article 13this Agreement, and (ii) with respect to Buyer, the allocation described amount, in the Asset Acquisition Statement (as finalized aggregate, of its cost of purchasing assets from ACBA pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)this Agreement.

Allocation of the Purchase Price. Within thirty (a30) Within ninety (90) days Business Days after the final determination of the Final Purchase Price pursuant Working Capital Statement in accordance with the provisions of Section 2.08(c), Buyer shall prepare and deliver to Section 2.5, the Sellers will provide the Buyer with Seller a statement (or statements) purchase price allocation schedule (the “Asset Acquisition StatementInitial Purchase Price Allocation Schedule”) with the Sellers’ proposed ), reflecting an allocation of the Total Consideration among the Purchased Assets and the Shares, that is consistent with the allocation of the Pre-Adjustment Amount as set forth on Exhibit D, takes into account any Post-Closing Adjustment, and sets forth the computation of the Section 2.11 Allocated Amount. During the twenty (20) Business Day period immediately following Seller’s receipt of the Initial Purchase Price Allocation Schedule, Seller shall have the opportunity to review and approve such schedule. If Seller reasonably disagrees with the Initial Purchase Price Allocation Schedule, Seller shall provide written notice to Buyer of such disagreement no later than at the end of the twenty Business Day review period, and the reconciliation procedure set forth in Section 2.08 hereof shall apply to resolve any purchase price allocation disputes. The allocation of the Total Consideration that is finally determined as a result of the application of the Section 2.08 reconciliation procedure shall become the “Final Purchase Price (plus any other amounts, including Assumed Liabilities, Allocation Schedule.” If no such notice is delivered by Seller prior to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 expiration of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such twenty Business Day review period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and Initial Purchase Price Allocation Schedule shall become the Sellers will endeavor in good faith “Final Purchase Price Allocation Schedule.” The parties shall timely file, or cause to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differencesbe filed, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns and attachments thereto (including amended returns and claims for refundsInternal Revenue Service Form 8594) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized Final Purchase Price Allocation Schedule, and shall use their reasonable best efforts to sustain such allocation in any Tax audit or Tax dispute, unless specifically required to do otherwise pursuant to a “determination” within the meaning of Section 2.6(a))); provided 1313(a) of the Code or an analogous provision of state, local or foreign law. To the extent that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them payment is made to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority Seller with respect to Shares or Purchased Assets, respectively, then such payment (in the Asset Acquisition Statement. Upon any adjustment to the amount allocated in Final Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be Allocation Schedule and subject to adjustment in a manner consistent accordance with Section 2.6(a)the further provisions of this Agreement) shall be deemed to have been received by Seller on behalf of, and for the benefit of, the entities selling the Shares and the Purchased Assets. “Total Consideration” shall mean the sum of (i) the Purchase Price and (ii) any liabilities, as determined under the United States federal income tax principles, assumed by Buyer.

Allocation of the Purchase Price. (a) Within ninety (90) days after Purchaser and Seller shall allocate the final determination of the Final Purchase Price pursuant and the Assumed Liabilities required to Section 2.5, be taken into account for income tax purposes among the Sellers will provide the Buyer with a statement (or statements) Purchased Assets (the “Asset Acquisition StatementAllocation”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder ). The Allocation shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder and this Section 2.7. (b) Purchaser and any other applicable stateSeller agree that the Allocation shall be determined pursuant to the following procedure: No later than forty-five days following the Final Resolution Date, local or non-U.S. LawSeller shall deliver to Purchaser an allocation of the Purchase Price and Assumed Liabilities required to be taken into account for income tax purposes among the Purchased Assets (the “Proposed Allocation”). The Buyer may, Purchaser shall deliver written notice to Seller within thirty (30) 30 days after receiving such Asset Acquisition Statement, propose Purchaser’s receipt of the Proposed Allocation if Purchaser objects to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law Proposed Allocation (the “Allocation Notice of ObjectionObjection Notice”). The Allocation Objection Notice shall specify the basis for such objection and such items or amounts as to which Purchaser so objects, and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer Purchaser shall be deemed to have accepted agreed with all other items and amounts contained in the Proposed Allocation. If Purchaser delivers an Allocation Notice within such proposed Asset Acquisition Statement and it shall become final and binding 30-day period, the parties shall, during the 30 days following such delivery, use their commercially reasonable efforts to reach agreement on the Partiesdisputed items or amounts. If after such 30-day period the Buyer delivers a Notice of Objection, then the Buyer Seller and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers Purchaser are unable to resolve reach such differencesagreement, the matters parties shall submit such Proposed Allocation to Ernst & Young LLP, unless the parties mutually agree to submit such Proposed Allocation to another independent accounting firm, Ernst & Young LLP or such other agreed firm shall resolve any such objections within 30 days after its engagement for this purpose in dispute shall be resolved by a manner that is in accordance with Section 1060 of the Accounting Firm, which determination by such Accounting Firm shall be consistent with Code and the Treasury Regulations thereunder and this Agreement. The fees, costs and expenses cost of the Accounting Firm such resolution shall be borne (and paid) 50% by the Buyer Seller and the Sellers in inverse proportion as they may prevail on matters resolved 50% by the Accounting Firm, which proportionate allocations also Purchaser. The Allocation shall be determined the Proposed Allocation, if no Allocation Objection Notice with respect thereto is duly delivered pursuant to the foregoing procedures; or if an Allocation Objection Notice is delivered, as agreed by Purchaser and Seller or, absent such agreement, the Accounting Firm at resolution by Ernst & Young LLP or such other agreed firm pursuant to the time the determination of the Accounting Firm is renderedforegoing procedures. (bc) The Buyer In the event that any Tax Authority disputes the Allocation, Seller or Purchaser, as the case may be, shall promptly notify the other party of the nature of such dispute. (d) Purchaser and the Sellers Seller agree that they shall each (to prepare and shall cause their respective Affiliates to) file all any Tax Returns required to be filed with any Taxing Authority (including amended returns and claims for refundsInternal Revenue Service Form 8594) and information reports in a manner consistent accordance with the Asset Acquisition Statement (Allocation, and they further agree not to take any tax position that is inconsistent with the Allocation, in each case except as finalized otherwise required pursuant to a “determination” within the meaning of Section 2.6(a))); provided that nothing contained in this Section 2.6(b1313(a) shall prevent any Party of the Code (or their Affiliates) from settlingany analogous provision of state, local or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(aforeign Law).

Allocation of the Purchase Price. (a) Within ninety (90) The allocation of the Purchase Price among the Purchased Assets will be allocated in a manner to be determined between the Vendor and the Purchaser, each acting reasonably, within 60 days following the Closing Date. If the Purchaser and the Vendor fail to agree on the allocation of the Purchase Price within 60 days following the Closing Date, the Purchaser and the Vendor will refer the items in dispute to the Independent Auditor for determination within 5 Business Days after the final 60 day period. The Purchaser and the Vendor will each deliver notice of such dispute in writing to the Independent Auditor within such 5 Business Day period. The notice will detail the items disputed by a Party, including the basis for such dispute. The Independent Auditor will be permitted to review all working papers, books of account and other documents relating to the Businesses relevant to the preparation and determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price, and will determine the item or items in dispute within 15 Business Days following the referral thereof. Upon completion by the Independent Auditor of the review, the Independent Auditor will deliver to the Vendor and to the Purchaser its report setting out their determination of the items in dispute. The determination of the Independent Auditor regarding the allocation of the Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall will be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer Purchaser and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt Vendor. The costs of the Notice of Objection. If Independent Auditor will be allocated between the Buyer Vendor and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion Purchaser as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at Independent Auditor proportionately and based on the time the determination relative success of the Accounting Firm is rendered. (b) Parties in such dispute. The Buyer Vendor and the Sellers agree that they Purchaser shall each (and shall cause file their respective Affiliates to) file all income Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any final allocation of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition StatementPurchase Price. Upon any adjustment to If the allocation of the Purchase Price in connection with an indemnification claim made pursuant to Article 13is disputed by any taxation or other Governmental Authority, the allocation described Party receiving notice of such dispute will promptly notify the other Party and the Parties will use their commercially reasonable efforts to sustain the final allocation (b) The Parties agree that the consideration for the undertaking by the Vendor not to compete in accordance with the terms of the non-competition agreement to be entered into as contemplated in Section 7.7 is an amount received or receivable by a corporation that was an “eligible corporation” (within the meaning assigned to that term in subsection 56.4(1) of the Income Tax Act (Canada), as set out in the Asset Acquisition Statement (as finalized pursuant Income Tax Amendments Act, 2010) and will be $500,000. The Parties further agree that the Non-Compete Covenant may reasonably be considered to Section 2.6(a)) shall be subject have been granted by the Vendor to adjustment the Purchaser in a manner consistent order to maintain or preserve the value of the goodwill of the Businesses acquired by the Purchaser in accordance with Section 2.6(a)the terms of this Agreement.

Allocation of the Purchase Price. Buyer shall determine -------------------------------- reasonably and in good faith, based on an appraisal (athe expense of which shall be borne by Buyer) Within ninety secured by Buyer within 6 months following the Closing (90) a draft as well as final copies of which shall be furnished to Seller within ten days after receipt by Buyer), the final determination fair market value of the Final Purchased Assets (as well as the noncompete agreement set forth in Section 9.8 below). Buyer shall set forth such fair market values on a Purchase Price pursuant Allocation Schedule which ---------------------------------- shall be deemed to Section 2.5be part of this Agreement. For tax purposes, the Sellers will provide Purchase Price and the Buyer with a statement (or statements) (Assumed Liabilities shall be allocated among the “Asset Acquisition Statement”) Purchased Assets consistent with the Sellers’ proposed allocation of fair market values thereof set forth on the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements -------------- Allocation Schedule and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (with it ------------------- being understood, however, that a material amount shall be allocated to the noncompete agreement set forth in Section 9.8). In such case, neither Buyer nor Seller, nor any of their respective Affiliates, shall take any position in any income Tax return or income Tax audit which is inconsistent with the Purchase -------- Price Allocation Schedule unless required to do so by applicable law. Buyer and ------------------------- Seller shall exchange drafts of any information returns required by Section 1060 of the Code, and any other applicable statesimilar state statute that is applicable, local or non-U.S. Law). The Buyer may, within thirty (30) at least 60 days after receiving prior to filing such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), returns and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor discuss in good faith to resolve any differences with respect to modification suggested by the Asset Acquisition Statement within thirty (30) days after receiving party. In the Sellers’ receipt of the Notice of Objection. If the event that Buyer and Seller fail to agree on the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses allocation of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price and the Assumed Liabilities, all references to an allocation of the Purchase Price and of the Assumed Liabilities in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) this Agreement shall be subject to adjustment in a manner consistent with Section 2.6(a)of no force and effect.

Allocation of the Purchase Price. (a1) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with shall prepare a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code Code, which proposed allocation shall be delivered to Seller for review and comment within 30 days following the final determination of the Final Closing Statement (and any other applicable state, local or non-U.S. Lawthe "Proposed Allocation Statement"). The Seller shall provide to Buyer mayin writing within ten days of the receipt of such Proposed Allocation Statement any objections thereto. (2) If, within thirty (30) ten days after receiving such Asset Acquisition following the receipt of the Proposed Allocation Statement, propose to Seller does not dispute any items contained in the Sellers Proposed Allocation Statement, then the Proposed Allocation Statement shall be final and binding upon the parties (the "Final Allocation Determination"). In the event that Seller disputes any items contained in the Proposed Allocation Statement, such disputes shall be resolved in the following manner: (A) Seller shall notify Buyer in writing any changes to (the "Notice of Allocation Disagreement") of such Asset Acquisition Statement dispute within seven days following Seller’s receipt of the Proposed Allocation Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are consistent with applicable Law in dispute (the “Allocation Notice of Objection”"Seller Disputed Items"), and if . To the Buyer does not deliver such extent that Seller provides a Notice of Objection Allocation Disagreement within such 7-day period, all items that are not Seller Disputed Items shall be final, binding and conclusive for all purposes hereunder. (B) During the 7-day period following Buyer’s receipt of a Notice of Allocation Disagreement, Seller and Buyer shall use commercially reasonable efforts to resolve any Seller Disputed Items. If, at or before the end of such 7-day period, the Buyer shall be deemed parties have reached written agreement with respect to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers all matters covered by a Notice of ObjectionAllocation Disagreement, then the Proposed Allocation Statement shall be adjusted to reflect such written agreement and shall become the Final Allocation Determination. (C) If, at the end of the 7-day period specified in subsection 3(c)(2)(B) above, Buyer and the Sellers will endeavor in good faith Seller shall have failed to resolve any differences reach a written agreement with respect to all or a portion of such Seller Disputed Items (those Seller Disputed Items that remain in dispute at the Asset Acquisition Statement end of such period are the "Unresolved Allocation Changes"), then Buyer and Seller shall promptly refer only those Unresolved Allocation Changes to RSM McGladrey or its affiliates, or in the event such firm refuses or is unable to make a determination, a mutually agreeable firm to make a determination as to the subject matter of the Unresolved Allocation Changes. If Buyer and Seller fail to agree on a firm within thirty (30) 3 days after the Sellers’ receipt end of the Notice 7-day period specified in subsection 3(c)(2)(B) above, the firm shall be selected by the American Arbitration Association. The firm shall issue its written decision as promptly as practicable and in any event within 15 days following the submission of Objectionthe Unresolved Allocation Changes to the firm for resolution, and such decision shall be final, binding and conclusive on the parties and become the Final Allocation Determination. If In the event Unresolved Allocation Changes are submitted to the firm for resolution as provided herein, the costs of engaging the firm shall be paid by Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedSeller equally. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination of the Final The Purchase Price pursuant to Section 2.5, shall be allocated among the Sellers will provide and the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Purchased Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with applicable laws, including Code Section 1060 of and the Code applicable Treasury Regulations in the manner specified in Schedule 2.04 attached hereto. Without limiting the foregoing but for greater certainty, $15,588,000 (and any other applicable stateUnited States dollars fifteen million five hundred eighty-eight thousand) shall be allocated to the Purchased Shares. Subject to the foregoing, local or non-U.S. Law). The Buyer may, within Buyers shall have thirty (30) days after receiving such from the Closing Date to deliver to Sellers for Sellers’ review and approval a final Purchase Price allocation to the Purchased Assets (excluding the Purchased Shares), including Internal Revenue Service Form 8594, Asset Acquisition StatementStatements Under Section 1060 consistent with Schedule 2.04, propose which the Parties shall use to report the relevant parts of the transactions contemplated by this Agreement to any Tax authority. If Buyers and Sellers agree to the final allocation of the Purchase Price, which they shall use reasonable commercial efforts to do, Buyers and Sellers shall report, act and file Tax Returns in writing any changes to such Asset Acquisition Statement that are all respects and for all purposes consistent with such allocation. Buyers agree to provide reasonable assistance to Sellers for the purposes of Sellers’ preparation and filing of Tax Returns or otherwise for the purposes of reporting the relevant parts of the transactions contemplated by this Agreement to any Tax authority for a period of two years after the Closing Date. Neither Buyers nor Sellers shall take any position (whether in audit, Tax Returns or otherwise) which is inconsistent with any agreed allocation unless required to do so by applicable Law law; provided, however, that (the “Allocation Notice of Objection”)a) nothing contained herein shall require Buyers or Sellers to contest any proposed deficiency or adjustment by any Tax authority which challenges such allocation, or exhaust administrative remedies before any Tax authority in connection therewith, and if (b) Buyers and Sellers shall not be required to litigate before any Governmental Authority (including without limitation the Buyer does not deliver United States Tax Court) any proposed deficiency or adjustment by any Tax authority which challenges such a Notice allocation. Buyers and Sellers shall give prompt written notice to the other of Objection within such periodthe commencement of any Tax audit or proceeding or the written assertion of any proposed deficiency or adjustment by any Tax authority which challenges any agreed allocation, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor parties shall cooperate in good faith in responding to resolve any differences with respect it in order to preserve the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt effectiveness of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedallocation. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).

Allocation of the Purchase Price. (a1) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with shall prepare a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any and all other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposescapitalized costs) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code Code, which proposed allocation shall be delivered to Seller for review and comment within sixty days following the Closing Date (and any other applicable state, local or non-U.S. Law“Proposed Allocation Statement”). The Seller shall provide to Buyer mayin writing within ten (10) days of the receipt of such Proposed Allocation Statement any objections thereto. (2) If, within thirty ten (3010) days after receiving such Asset Acquisition following the receipt of the Proposed Allocation Statement, propose to Seller does not dispute any items contained in the Sellers Proposed Allocation Statement, then the Proposed Allocation Statement shall be final and binding upon the parties (“Final Allocation Determination”). In the event that Seller disputes any items contained in the Proposed Allocation Statement, such disputes shall be resolved in the following manner: (A) Seller shall notify Buyer in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of ObjectionAllocation Disagreement”) of such dispute within ten (10) days following Seller’s receipt of the Proposed Allocation Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Seller Disputed Items”), and if . To the Buyer does not deliver such extent that Seller provides a Notice of Objection Allocation Disagreement within such 10-day period, all items that are not Seller Disputed Items shall be final, binding and conclusive for all purposes hereunder. (B) During the 15-day period following Buyer’s receipt of a Notice of Allocation Disagreement, Seller and Buyer shall use commercially reasonable efforts to resolve any Seller Disputed Items. If, at the end of such 15-day period, the Buyer parties have reached written agreement with respect to all matters covered by a Notice of Allocation Disagreement, the Proposed Allocation Statement shall be deemed adjusted to have accepted reflect such proposed Asset Acquisition Statement written agreement and it shall become final and binding on upon the Parties. If parties hereto. (C) If, at the Buyer delivers a Notice end of Objectionthe 15-day period specified in subsection (c)(2)(B) above, then the Buyer and the Sellers will endeavor in good faith Seller shall have failed to resolve any differences reach a written agreement with respect to all or a portion of such Seller Disputed Items (those Seller Disputed Items that remain in dispute at the Asset Acquisition Statement end of such period are the “Unresolved Allocation Changes”), then Buyer and Seller shall promptly refer only those Unresolved Allocation Changes to a mutually agreeable Firm to make a determination as to the subject matter of the Unresolved Allocation Changes. If Buyer and Seller fail to agree on a Firm within thirty (30) 15 days after the Sellers’ receipt end of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences15-day period specified in subsection (c)(2)(B) above, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreementselected by the American Arbitration Association. The fees, costs Firm shall issue its written decision as promptly as practicable and expenses in any event within 15 days following the submission of the Accounting Unresolved Allocation Changes to the Firm for resolution, and such decision shall be final, binding and conclusive on the parties and become the Final Allocation Determination. In the event Unresolved Allocation Changes are submitted to the Firm for resolution as provided herein, the costs of engaging the Firm shall be borne paid by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedSeller equally. (b3) The Buyer and the Sellers agree that they Seller and their Affiliates shall each (and shall cause their respective Affiliates to) file all Tax Returns tax returns (including amended returns including, but not limited to, Internal Revenue Service Form 8594) in all respects and claims for refunds) and information reports in a manner all purposes consistent with such Final Allocation Determination. Seller shall use commercially reasonably efforts to deliver to Buyer all such documents and other information as Buyer may reasonably request in order to prepare the Asset Acquisition Proposed Allocation Statement contemplated by Section 3(c)(1) above. No party shall take any position (as finalized pursuant whether in audits, tax returns or otherwise) which is inconsistent with such Final Allocation Determination unless required to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (do so by applicable law or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)regulation.

Allocation of the Purchase Price. (a) Within ninety (90) days after the final determination of the Final The Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) be allocated among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Internal Revenue Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law of 1986 (the “Code”) as determined by the mutual agreement of the Parties. When the Purchase Price Allocation Notice is established, then such allocation shall be attached hereto as Schedule I to this Agreement. In the event the Parties cannot agree on the allocation of Objection”), and if the Buyer does not deliver such a Notice of Objection within such periodPurchase Price, the Buyer Parties shall, within ten (10) days of either Party providing written notice that an impasse has been reached, select a third party engineering firm with procurement experience acceptable to both Parties who shall review the positions set forth by both Parties on the possible allocation; such engineering firm shall promptly prepare a report on its recommended allocation of the Purchase Price, which allocation shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and Seller agree to report the Sellers federal, state, and local income and other tax consequences of the Transaction in a manner consistent with such allocation and not to take any position inconsistent therewith in connection with the examination of any tax returns, statements, reports, and forms, including any schedule or attachment (collectively, “Tax Returns”), or any refund, claim, litigation, or other Action involving any Tax Return, Buyer will endeavor in good faith prepare and deliver Internal Revenue Service (“IRS”) Form 8594 to resolve any differences with respect to the Asset Acquisition Statement Seller within thirty (30) days after the Sellers’ receipt of Closing Date, if such form is required to be filed with the Notice of ObjectionIRS. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm The completed Form 8594 shall be consistent with this Agreementthe agreed allocation of Purchase Price. The fees, costs Buyer shall also prepare and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant deliver any revised Form 8594 if required to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment reflect adjustments to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a)Price.