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.

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 differencesdispute in a manner consistent with the agreed upon Allocation Schedule. Notwithstanding any provision of this Section 2.3 to the contrary, if Purchaser and Sellers are not able to resolve all written comments made by Sellers within the matters in dispute applicable fifteen (15) day period, each 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 allowed to use that party’s own allocation of the Accounting Firm shall be borne by the Buyer Purchase Price 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 renderedAssumed Liabilities.

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 share equally the fees and expenses of the Arbitration Firm in good faith connection with such engagement. Each Party will report the purchase and sale of the Purchased Assets on all Tax Returns (including IRS Form 8594) in accordance with a Final Allocation, and no Party will take any position contrary to resolve any differences a Final Allocation unless required by applicable Law. The Parties agree to notify each other with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt initiation of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved any action by the Accounting Firm, which determination by IRS or any other Taxing Authority relating to such Accounting Firm shall be consistent allocations and agree to consult with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne each other with respect to any related action 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 renderedIRS 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.

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 Accountants incurred in connection with the resolution of disputes pursuant to this Section 2.8 shall be borne allocated between 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 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 renderedAccountants.

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 parties shall cause an independent accounting firm of nationally recognized standing reasonably satisfactory to Buyer and Sellers to resolve such dispute in dispute a manner consistent with the procedures described in Section 2.04(c). In the event an amount is treated as an adjustment to the Purchase Price pursuant to Section 8.04(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 resolved required to litigate before any court any proposed deficiency or adjustment by the Accounting Firm, which determination by any Taxing Authority challenging 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 Statement.

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 Buyer agree to file their respective IRS Forms 8594 and all federal, state and local Tax Returns in inverse proportion as they may prevail on matters resolved by accordance with the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is renderedPurchase Price Allocation Schedule.

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 renderedinconsistent 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 to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Purchase Price Allocation. The Purchase Price Allocation provided in 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 breach the provisions of Section 5.1.

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 total amount of such disputed items so submitted. The Tax Allocation Statement shall, after resolution of any such dispute pursuant to this Section 2.11, be final, binding and conclusive on all parties, provided, the determination of Tax Allocation Statement shall be adjusted to reflect any adjustment to the Accounting Firm is renderedPurchase Price after the Closing.

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 items in dispute; provided that Seller and Buyer shall each be bound by any item on the Allocation Schedule not in dispute (30such 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 agreement between Seller and Buyer, or with respect to Agreed Items (the “Allocation”) days after shall be conclusive and binding on the Sellers’ receipt of parties hereto. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Notice of ObjectionPurchase Price and any other amounts treated as consideration for U.S. income Tax purposes. If the Seller and Buyer and their respective Affiliates shall report, act and file Tax Returns (including, but not limited to IRS Form 8594) in all respects and for all purposes consistent with the Sellers are unable 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 resolve such differencesdo so by applicable Law. Notwithstanding any other provision of this Agreement, the matters in dispute terms and provisions of this Section 3.04 shall be resolved by survive 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 renderedClosing indefinitely.

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 agree to file their respective IRS Forms 8594 and all federal, state and local Tax Returns in accordance with 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 renderedagreed Allocation Schedule.

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 2.4(c). 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 any all other applicable state, local or non-U.S. Law)Tax Returns. 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 further agree that they shall not take any differences position inconsistent with respect the Allocation (including any allocation of adjustments to the Asset Acquisition Statement within thirty (30Purchase Price) days after the Sellers’ receipt upon any examination of the Notice of Objectionany such Tax Return, in any refund claim or in any tax Litigation. If the The Buyer and Parent shall notify the Sellers are unable other within ten Business Days if it receives written notice that any Tax authority proposes any allocation different the Allocation (including the allocation of adjustments 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 renderedPurchase Price).

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 any modification suggested by the receiving party. In the event that Buyer and Seller fail to resolve any differences with respect to agree on the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt allocation of the Notice of Objection. If the Buyer Purchase Price and the Sellers are unable Assumed Liabilities, all references to resolve such differences, an allocation of the matters Purchase Price and of the Assumed Liabilities in dispute this Agreement shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs of no force 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 renderedeffect.

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).

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 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 PartiesSellers and Buyer. If the Buyer delivers a Notice The costs 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 retaining the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses Referee for purposes of determining the Accounting Firm 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 Buyer Purchase Price Allocation and (ii) act, and to cause their Affiliates to act, in accordance with such allocation in the Sellers in inverse proportion as they may prevail on matters resolved 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 the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendereda Final Determination.

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).

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 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 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 renderedAccountants.

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.

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.

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 event that the Seller's Allocation is disputed by any Governmental 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 event of an adjustment to the Purchase Price due to a Notice Milestone Payment or any adjustment to the amount of Objectionthe Prepaid Amounts, in each case, as set forth above, then the Buyer and Allocation will be revised to reflect such Milestone Payment or the Sellers will endeavor in good faith to resolve any differences with respect adjustment to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt amount 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 renderedPrepaid Amounts.

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 Accountants incurred in connection with the resolution of disputes pursuant to this Section 2.8 shall be borne allocated among Buyer, on the one hand, and the Seller and Member, 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 and Member, on the other hand, 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 renderedAccountants.

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 any other the Treasury Regulations promulgated thereunder and applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to rules in the Sellers jurisdiction in writing any changes to such Asset Acquisition Statement that which the Transferred Entities and Purchased Assets are consistent with applicable Law located (the “Allocation Notice of ObjectionApportionment Principles”), 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 procedures as set forth herein. No later than ninety (3090) days after the Sellers’ receipt Closing Date, the Purchaser shall deliver to the Seller a proposed apportionment of the Notice Purchase Price and any other items that are treated as additional consideration for Tax purposes as of Objectionthe Closing Date determined in a manner consistent with the Apportionment Principles (the “Interim Apportionment”). If the Buyer and Seller disagrees with the Sellers are unable to resolve such differencesInterim Apportionment, the matters in dispute shall be resolved by the Accounting FirmSeller may, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses within forty-five (45) days after delivery of the Accounting Firm shall be borne by Interim Apportionment, deliver a notice (the Buyer “Seller’s Apportionment Notice”) to the Purchaser to such effect, specifying those items as to which the Seller disagrees and setting forth 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’s proposed apportionment.

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 Final Allocation is received by the Seller pursuant to Section 3.4 of this Agreement, such Asset Acquisition Statement that are consistent with applicable Law (portion shall be treated as having been received by the “Allocation Notice of Objection”)Seller as agent, and if the Buyer does not deliver on behalf, of 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 renderedSelling Subsidiary.