Common use of Allocation of the Purchase Price Clause in Contracts

Allocation of the Purchase Price. The Parties agree that the total consideration, as determined for tax purposes paid for the Assets, including, for the avoidance of doubt, the Transferred Securities, will be allocated to such Assets in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriate. 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 ninety (90) days following the Closing Date (the “Allocation Schedule”). Within 30 days after the receipt of the Allocation Schedule, Purchaser will propose to Seller any changes to the Allocation Schedule. Purchaser and Seller will endeavor in good faith to resolve any differences with respect to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchaser. If an agreement is reached, Seller and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement in accordance with such allocation, provided that nothing contained 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 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocations.

Allocation of the Purchase Price. The Parties agree Closing Payment plus the portion of the Assumed Liabilities, if any, that the total consideration, as determined constitute proceeds of disposition for U.S. federal income tax purposes paid for the Assets, including, for the avoidance of doubt, the Transferred Securities, will shall be allocated to such among the Purchased Assets in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriateRegulations. The Seller and Purchaser will cooperate to agree on shall deliver a preliminary allocation (the amount of such consideration that is allocable “Seller’s Allocation”) to the Transferred Securities of Purchaser promptly following the Foreign Transferred Subsidiaries by Closing Date, 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 in any event no later than the Transferred Securities of the Foreign Subsidiaries) within ninety (90) days following after the Closing Date Date. If the Purchaser disagrees with the Seller’s Allocation, the Purchaser shall, within thirty (30) days after receipt of the Seller’s Allocation, deliver to the Seller a revised draft containing any changes that the Purchaser proposes to be made to the Seller’s Allocation (the “Allocation SchedulePurchaser’s Allocation”). Within 30 days after the receipt Following delivery of the Allocation SchedulePurchaser’s Allocation, the Seller and the Purchaser will propose to Seller any changes to the Allocation Schedule. Purchaser and Seller will endeavor shall work together in good faith to resolve any differences with respect to reach agreement on the Allocation Schedule within 30 days after Seller’s receipt of notice of objection disputed items or suggested changes from Purchaseramounts, as applicable. If an agreement is reached, the Seller and the Purchaser agree that for income tax purposesare unable to reach such agreement within thirty (30) days following delivery of the Purchaser’s Allocation, they shall promptly thereafter submit for resolution the items remaining in dispute to an accounting firm of national reputation in the 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 Purchaser, together with a report setting forth each disputed item and the transactions contemplated Accountant’s determination with respect thereto. The fees and expenses of the Accountant shall be borne fifty percent (50%) by this Agreement in accordance with such the Seller and fifty percent (50%) by the Purchaser. The allocation, provided that nothing contained herein shall prevent Selleras prepared by the Seller if no Purchaser’s Allocation has been timely delivered, as adjusted pursuant to any agreement between the Seller and the Purchaser or as determined by 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 Accountant pursuant to this Section 7.10(f) 2.7 shall be the “Allocation” and none of Seller, shall be conclusive and binding on all Parties (and their Affiliates). The Seller and the Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot shall cooperate in good faith resolve any differences with respect 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 Seller, the Purchaser or their respective Affiliates shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such Allocation Schedule, Purchaser and Seller shall prepare separate allocationsunless required to do so by applicable Law.

Allocation of the Purchase Price. The Parties agree that Within [***] days following the total considerationClosing Date, Purchaser shall prepare and deliver to the Seller an allocation schedule (the “Allocation Schedule”) allocating the Purchase Price plus the amount of any Assumed Liabilities (as determined for United States federal income tax purposes paid for as of the Assets, including, for the avoidance of doubt, Closing) among the Transferred Securities, will Assets. The Allocation Schedule shall be allocated to such Assets prepared in accordance with Section 1060 of the Code Code, the Treasury Regulations promulgated thereunder, and the rules and regulations promulgated thereunder and any similar provision as set forth on Schedule 1. Within [***] days of state, local and foreign law, as appropriate. Seller and Purchaser will cooperate to agree on the amount its receipt 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 ninety (90) days following the Closing Date (the “Allocation Schedule”). Within 30 days after the receipt of the Allocation Schedule, the Seller shall notify Purchaser will propose in writing whether it has any objection to Seller such Allocation Schedule and, if it has any changes 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 Allocation ScheduleParties’ agreement set forth on Schedule 1. Purchaser and the Seller will endeavor shall, during the [***] day period following such delivery, negotiate in good faith to resolve any differences 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 30 days a [***] day period after the delivery of the Allocation Schedule to the Seller’s receipt , such dispute shall be resolved by an impartial nationally recognized firm of notice of objection or suggested changes from Purchaser. If an agreement is reachedindependent 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 income tax purposes, they either party at the time of appointment of the hiring of such firm. The Parties shall report the transactions contemplated by this Agreement act in accordance with such allocationthe computations and allocations contained in the Final Allocation Schedule and not take any position inconsistent therewith, provided that nothing contained 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 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences 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 Allocation Schedulemeaning of Section 1313 of the Code or a comparable provision of state, local or non-U.S. law, and after which prompt notice thereof shall be given to the other Parties. If the Purchase Price is adjusted pursuant to the terms of this Agreement, Purchaser shall adjust the Final Allocation Schedule to reflect such adjustment in Purchase Price in accordance with this Section 2.9 and provide the Seller shall prepare separate allocationswith a copy thereof.

Allocation of the Purchase Price. The Purchase Price allocation is to be based on the fair value of the 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 total consideration, as determined for tax purposes paid for the Assets, including, for the avoidance of doubt, the Transferred Securities, Purchase Price allocation will be allocated agreed upon by Seller Parties and Purchaser upon completion of the Audit and will be subject to such Assets approval by Purchaser’s auditor, Gxxxx Xxxxxxxx, prior to the Purchaser filing its Report on Form 8-K. The Purchase Price allocation will be prepared in accordance a manner consistent with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriatethereunder. Seller and Purchaser will cooperate to agree to: (i) be bound by the allocation of the Purchase Price among the Purchased Assets as reflected on the amount of such consideration that is allocable allocation mutually agreed to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing Seller Parties 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 ninety (90) days following the Closing Date (the “Allocation SchedulePurchase Price Allocation”). Within 30 days after ; (ii) act consistently with the receipt Purchase Price Allocation in the preparation and the filing of all Tax Returns, including filing Form 8594 with 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 a “determination” within the meaning of Section 1313(a) of the Allocation Schedule, Purchaser will propose to Seller any changes to the Allocation Schedule. Purchaser and Seller will endeavor in good faith to resolve any differences with respect to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchaser. If an agreement is reached, Seller and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement in accordance with such allocation, provided that nothing contained 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 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocationsCode.

Allocation of the Purchase Price. The Parties Buyer and Seller agree that the total considerationPurchase Price (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 determined for tax purposes paid for the Assetsmay be adjusted pursuant to this Section 3.03, including, for the avoidance of doubt, the Transferred Securities, will shall be allocated to such among the Acquired Assets in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriate. 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 allocation reflected in a schedule setting forth such allocation to prepared by Buyer in accordance with 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 ninety (90) days following the Closing Date Section 3.03 (the “Allocation Schedule”). Within 30 sixty (60) days after following the receipt final determination of the Purchase Price pursuant to Section 3.01, Buyer shall deliver to Seller a draft of the Allocation Schedule setting forth Buyer’s proposed allocation for Seller’s review. Seller shall have the right to review and reasonably comment upon Buyer’s proposed Allocation Schedule, Purchaser provided, that (a) such proposed Allocation Schedule shall be deemed approved by Seller and shall 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 Seller’s comments as Buyer determines in good faith to be necessary and appropriate, provided further, that Buyer shall have no obligation to make any such adjustments or revisions absent manifest error. The Parties shall adhere to the Allocation Schedule (as finally determined pursuant to this Section 3.03) for all purposes relevant to the calculation of federal or state Taxes, and will propose to report the transactions contemplated herein in a manner consistent with such Allocation Schedule. Except as required by applicable Law, Buyer and Seller shall not take any changes to position on their respective Tax Returns that is inconsistent with the Allocation Schedule. Purchaser [Transfer Taxes. Any and Seller will endeavor all deed stamps or transfer Taxes which may be due the Commonwealth of Pennsylvania or any political subdivision in good faith to resolve any differences connection with respect to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchaser. If an agreement is reachedsale, Seller transfer, assignment, conveyance and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement in accordance with such allocation, provided that nothing contained 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 delivery hereunder of the allocation agreed Acquired Assets to Buyer (collectively, “Transfer Taxes”), shall be borne by Purchaser and Seller pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationBuyer. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller The terms hereof shall prepare separate allocations.survive Closing.]5

Allocation of the Purchase Price. The Parties agree that Within thirty (30) days following the total considerationcompletion of the process described in Section 3.03, as determined for tax purposes paid for Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Assets, including, for Purchase Price (together with all other capitalizable items) among the avoidance assets of doubt, the Transferred Securities, will be allocated to such Assets Seller prepared in accordance with Section 1060 of the Code and the rules and treasury regulations promulgated issued thereunder (and any similar provision of state, state or local and foreign lawLaw, as appropriate. 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 ninety (90) days following the Closing Date (the “Allocation SchedulePurchase Price Allocation”). Within 30 thirty (30) days after the receipt of the Allocation Schedulesuch draft Purchase Price Allocation, Purchaser Seller will propose to Seller Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the Allocation Scheduleevent that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). Purchaser Buyer and Seller will endeavor attempt in good faith to resolve any differences between them with respect to the Allocation Schedule Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within 30 ten (10) days after SellerBuyer’s receipt of a timely written notice of objection or suggested proposed changes from PurchaserSeller. If an agreement is reachedBuyer and Seller are unable to resolve such differences within such time period, then Buyer and Seller shall each use a separate Purchase Price Allocation that each reasonably determines satisfies the requirements of Section 1060 of the Code. If Buyer and Purchaser Seller agree that (or are deemed to agree pursuant to provisions of this Section 3.06) to the Purchase Price Allocation, then Buyer and Seller shall report, act, and file in all respects and for income tax purposes, they shall report all Tax purposes (including the transactions contemplated by this Agreement filing of Internal Revenue Service Form 8594) in accordance a manner consistent with such allocationagreed-upon Purchase Price Allocation, provided that nothing contained herein shall prevent Sellertake no position for Tax purposes inconsistent therewith unless required to do so by applicable Law, Purchaser or and shall reasonably cooperate in the Transferred Subsidiaries from settling preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any proposed deficiency or adjustment by any taxing authority based on or arising out filings relating to the allocation of the allocation agreed to by Purchaser and Seller Purchase Price pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocations3.06.

Allocation of the Purchase Price. The Parties Buyer and Seller agree that the total considerationPurchase Price (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 determined for tax purposes paid for the Assetsmay be adjusted pursuant to this Section 3.03, including, for the avoidance of doubt, the Transferred Securities, will shall be allocated to such among the Acquired Assets in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriate. 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 allocation reflected in a schedule setting forth such allocation to prepared by Buyer in accordance with 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 ninety (90) days following the Closing Date Section 3.03 (the “Allocation Schedule”). Within 30 sixty (60) days after following the receipt final determination of the Purchase Price pursuant to Section 3.01, Buyer shall deliver to Seller a draft of the Allocation Schedule setting forth Buyer’s proposed allocation for Seller’s review. Seller shall have the right to review and reasonably comment upon Xxxxx’s proposed Allocation Schedule, Purchaser provided, that (a) such proposed Allocation Schedule shall be deemed approved by Seller and shall 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 Seller’s comments as Buyer determines in good faith to be necessary and appropriate, provided further, that Buyer shall have no obligation to make any such adjustments or revisions absent manifest error. The Parties shall adhere to the Allocation Schedule (as finally determined pursuant to this Section 3.03) for all purposes relevant to the calculation of federal or state Taxes, and will propose to report the transactions contemplated herein in a manner consistent with such Allocation Schedule. Except as required by applicable Law, Buyer and Seller shall not take any changes to position on their respective Tax Returns that is inconsistent with the Allocation Schedule. Purchaser [Transfer Taxes. Any and Seller will endeavor all deed stamps or transfer Taxes which may be due the Commonwealth of Pennsylvania or any political subdivision in good faith to resolve any differences connection with respect to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchaser. If an agreement is reachedsale, Seller transfer, assignment, conveyance and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement in accordance with such allocation, provided that nothing contained 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 delivery hereunder of the allocation agreed Acquired Assets to Buyer (collectively, “Transfer Taxes”), shall be borne by Purchaser and Seller pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationBuyer. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller The terms hereof shall prepare separate allocations.survive Closing.]5

Allocation of the Purchase Price. The Parties agree that the total consideration, as determined for tax purposes paid for the Assets, including, for the avoidance of doubt, the Transferred Securities, will Purchase Price shall be allocated to such among the Sellers and the Purchased Assets in accordance with applicable laws, including Code Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of stateapplicable Treasury Regulations in the manner specified in Schedule 2.04 attached hereto. Without limiting the foregoing but for greater certainty, local and foreign law, as appropriate. Seller and Purchaser will cooperate to agree on the amount of such consideration that is allocable $15,588,000 (United States dollars fifteen million five hundred eighty-eight thousand) shall be allocated to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach a schedule setting forth such allocation to this Agreement at ClosingPurchased Shares. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable Subject to the Assets foregoing, Buyers shall have thirty (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (9030) days following from the Closing Date (the “Allocation Schedule”). Within 30 days after the receipt of the Allocation Schedule, Purchaser will propose to Seller any changes deliver to Sellers for Sellers’ review and approval a final Purchase Price allocation to the Allocation Schedule. Purchaser and Seller will endeavor in good faith Purchased Assets (excluding the Purchased Shares), including Internal Revenue Service Form 8594, Asset Acquisition Statements Under Section 1060 consistent with Schedule 2.04, which the Parties shall use to resolve any differences with respect to report the Allocation Schedule within 30 days after Seller’s receipt relevant parts of notice of objection or suggested changes from Purchaser. If an agreement is reached, Seller and Purchaser agree that for income tax purposes, they shall report 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 accordance 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, provided Tax Returns or otherwise) which is inconsistent with any agreed allocation unless required to do so by applicable law; provided, however, that (a) nothing contained herein shall prevent Seller, Purchaser require Buyers or the Transferred Subsidiaries from settling Sellers to contest any proposed deficiency or adjustment by any taxing Tax authority based on which challenges such allocation, or arising out of the allocation agreed to by Purchaser exhaust administrative remedies before any Tax authority in connection therewith, and Seller pursuant to this Section 7.10(f(b) Buyers and none of Seller, Purchaser or the Transferred Subsidiaries will Sellers shall not be required to litigate before any court Governmental Authority (including without limitation the United States Tax Court) any proposed deficiency or adjustment by any taxing Tax authority challenging which challenges such allocation. IfBuyers and Sellers shall give prompt written notice to the other of the 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, however, Purchaser and Seller cannot the parties shall cooperate in good faith resolve any differences with respect in responding to it in order to preserve the Allocation Schedule, Purchaser and Seller shall prepare separate allocationseffectiveness of such allocation.

Allocation of the Purchase Price. The Parties agree that No later than ninety (90) days after the total considerationClosing Date, as Seller shall deliver to Purchaser for Purchaser’s review and comment an allocation of the Preliminary Closing Purchase Price or, to the extent it has been finally determined for tax purposes paid for the Assets, including, for the avoidance of doubtin accordance with Section 2.4, the Transferred SecuritiesFinal Purchase Price, will be allocated to such Assets in accordance among the purchased Equity Interests, with further allocations among the assets of each Acquired Company, consistent with Section 1060 of the Code and the rules and regulations Treasury Regulations promulgated thereunder (the “Preliminary Allocation”). Purchaser will have a period of thirty (30) days after its receipt of the Preliminary Allocation to review and to notify Seller of any similar provision of statedisputes regarding the Preliminary Allocation (such notice, local and foreign lawthe “Purchaser Allocation Notice”). If a Purchaser Allocation Notice is duly delivered, as appropriate. 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 ninety (90) days following the Closing Date (the “Allocation Schedule”). Within 30 days after the receipt of the Allocation Schedule, Purchaser will propose to Seller any changes to the Allocation Schedule. Purchaser and Seller will endeavor negotiate in good faith to resolve any differences disputes with respect to the Allocation Schedule Preliminary Allocation. If the parties are unable to resolve any such dispute within 30 thirty (30) days after SellerXxxxxx’s receipt of notice of objection the Purchaser Allocation Notice, the parties shall submit such dispute to the 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 suggested changes from Purchaser. If an if no Purchaser Allocation Notice has been timely delivered, or the Preliminary Allocation as adjusted pursuant to any agreement is reached, between Seller and Purchaser agree or a determination by the Settlement Accountant (the “Final Allocation”) shall be conclusive and binding on Seller and Purchaser. 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 basis consistent with the Final Allocation and (b) not take any position in any Tax Proceeding inconsistent with the Final Allocation, except as otherwise required pursuant to a “determination” as defined in Section 1313(a) of the Code (and any similar provision under any state, local or foreign law). To the extent the portion of the Final Purchase Price that for income tax purposes, they shall report the transactions contemplated is allocable to Equity Interests sold by this Agreement a Selling Subsidiary in accordance with such allocation, provided that nothing contained herein shall prevent Seller, Purchaser or the Transferred Subsidiaries from settling any proposed deficiency or adjustment Final Allocation is received by any taxing authority based on or arising out of the allocation agreed to by Purchaser and Seller pursuant to this Section 7.10(f) 3.4, such portion shall be treated as having been received by Seller as agent, and none on behalf, of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocationsSelling Subsidiary.

Allocation of the Purchase Price. The Parties Seller and Purchaser hereby agree that that, except as provided in this Section, the total consideration, Purchase Price deemed paid for U.S. federal income Tax purposes for the assets of the Company as determined for tax purposes paid for the Assetsthose purposes, including, for the avoidance of doubt, the Transferred Securities, will shall be allocated to such Assets among those assets and for those purposes in accordance with Section 1060 of the Code and the rules and regulations promulgated Treasury Regulations thereunder and any similar provision of state, local and foreign law, as appropriate. Seller and Purchaser will cooperate to agree set forth on the amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach a allocation 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 ninety (90) days following the Closing Date (the “Allocation Schedule”). Within 30 days after the receipt A draft of the Allocation Schedule, Schedule shall be prepared by Purchaser will propose and delivered to Seller any changes within forty-five (45) days following the date of this Agreement. If Seller notifies Purchaser, in writing, that Seller objects to the Allocation Schedule. Purchaser and Seller will endeavor one or more items reflected in good faith to resolve any differences with respect to the Allocation Schedule within 30 fifteen (15) days after Seller’s of receipt of notice of objection or suggested changes from Purchaser. If an agreement is reached, Seller and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement in accordance with such allocation, provided that nothing contained 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 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocationsuse Commercially Reasonable Efforts to negotiate to resolve such dispute within one hundred twenty (120) days of Closing. If Seller and Purchaser are unable to resolve any dispute with regard to the Allocation Schedule within such one hundred twenty (120) day period, Seller and Purchaser shall be free to use their own allocation and/or determination of the consideration in preparing their respective U.S. federal Tax Returns and other filings. Except as otherwise required by any final and non-appealable decision or Order by any court of competent jurisdiction or by applicable Law, any allocation agreed upon by Seller and Purchaser, as provided above, shall be binding on Seller and Purchaser for all income Tax reporting purposes, and Seller and Purchaser shall not take (or cause or permit any Affiliate to take) inconsistent positions with respect to, and shall each use (and cause each Affiliate to use) Commercially Reasonable Efforts to sustain, such agreed upon allocation in any subsequent income Tax audit or similar proceeding, and each of Seller and Purchaser agrees to cooperate with the other in preparing an IRS Form 8594, and to furnish the other with a draft copy of such form within a reasonable period before its filing due date.

Allocation of the Purchase Price. The Parties agree that Within thirty (30) Business Days after the total consideration, as determined for tax purposes paid for determination of the Assets, including, for the avoidance of doubt, the Transferred Securities, will be allocated to such Assets Final Working Capital Statement in accordance with the provisions of Section 1060 2.08(c), Buyer shall prepare and deliver to Seller a purchase price allocation schedule (the “Initial Purchase Price Allocation Schedule”), 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 Allocation Schedule.” If no such notice is delivered by Seller prior to the expiration of the twenty Business Day review period, then the Initial Purchase Price Allocation Schedule shall become the “Final Purchase Price Allocation Schedule.” The parties shall timely file, or cause to be filed, all Tax Returns and attachments thereto (including Internal Revenue Service Form 8594) in a manner consistent with the 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 1313(a) of the Code and the rules and regulations promulgated thereunder and any similar or an analogous provision of state, local and or foreign law, as appropriate. Seller and Purchaser will cooperate to agree on To the amount of such consideration extent that payment 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 ninety (90) days following the Closing Date (the “Allocation Schedule”). Within 30 days after the receipt of the Allocation Schedule, Purchaser will propose made to Seller any changes to the Allocation Schedule. Purchaser and Seller will endeavor in good faith to resolve any differences with respect to Shares or Purchased Assets, respectively, then such payment (in the amount allocated in Final Purchase Price Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchaser. If an agreement is reached, Seller and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement subject to adjustment in accordance with such allocationthe further provisions of this Agreement) shall be deemed to have been received by Seller on behalf of, provided that nothing contained herein and for the benefit of, the entities selling the Shares and the Purchased Assets. “Total Consideration” shall prevent Sellermean the sum of (i) the Purchase Price and (ii) any liabilities, Purchaser or as determined under the Transferred Subsidiaries from settling any proposed deficiency or adjustment United States federal income tax principles, assumed by any taxing authority based on or arising out of the allocation agreed to by Purchaser and Seller pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocationsBuyer.