Common use of Allocation of the Purchase Price Clause in Contracts

Allocation of the Purchase Price. Within [***] days following the Closing 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 as of the Closing) among the Transferred Assets. The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code, the Treasury Regulations promulgated thereunder, and as set forth on Schedule 1. Within [***] days of its receipt of such Allocation Schedule, the Seller shall notify Purchaser in writing whether it has any objection to such Allocation Schedule and, if it has any objection, it shall specify the nature and grounds for such objection with particularity; provided, however, no objection shall be raised or considered that is contrary to the Parties’ agreement set forth on Schedule 1. Purchaser and the Seller shall, during the [***] day period following such delivery, negotiate in good faith to resolve any disputes with respect to the Allocation Schedule. Thereafter, if the Seller and Purchaser are unable to resolve any such dispute with respect to the Allocation Schedule within a [***] day period after the delivery of the Allocation Schedule to the Seller, such dispute shall be resolved by an impartial nationally recognized firm of independent certified public accountants mutually appointed by Purchaser and the Seller, and shall provide the Seller and Purchaser with a copy of the final Allocation Schedule (the “Final Allocation Schedule”). The fees and expenses of such accounting firm shall be borne equally by Purchaser and the Seller. Notwithstanding anything to the contrary herein, should the parties be unable to agree to the appointment of an impartial nationally recognized firm of independent certified public accountants within [***] days after the parties determine that the Allocation Schedule is disputed, either in whole or in part, Purchaser shall select an accounting firm from Schedule 8 and such firm shall be appointed to resolve the dispute provided no conflict exists for either party at the time of appointment of the hiring of such firm. The Parties shall act in accordance with the computations and allocations contained in the Final Allocation Schedule and not take any position inconsistent therewith, including with respect to any Tax Return filings (including, without limitation, IRS Form 8594) or with respect to any prosecution, defense, or conduct of any pending or threatened Tax contest, unless otherwise required to do so in connection with a final determination within the meaning of Section 1313 of the Code 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 with a copy thereof.

Allocation of the Purchase Price. Within [***] days following Buyer and Seller agree that the Closing DatePurchase 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), Purchaser as may be adjusted pursuant to this Section 3.03, shall prepare and deliver to be allocated among the Seller an Acquired Assets in accordance with the allocation reflected in a schedule prepared by Buyer in accordance with this Section 3.03 (the “Allocation Schedule”). Within sixty (60) allocating days following the final determination of the Purchase Price plus the amount of any Assumed Liabilities (as determined for United States federal income tax purposes as pursuant to Section 3.01, Buyer shall deliver to Seller a draft of the ClosingAllocation 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, provided, that (a) among the Transferred Assets. The such proposed Allocation Schedule shall be prepared 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 accordance with Section 1060 the proposed Allocation Schedule within twenty (20) Business Days after delivery of the Code, the Treasury Regulations promulgated thereunderproposed Allocation Schedule to Seller, and as set forth on Schedule 1. Within [***] days of its (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 Seller shall notify Purchaser in writing whether it has any objection to such proposed Allocation Schedule and, if it has any objection, it shall specify the nature and grounds for such objection with particularity; provided, however, no objection shall be raised or considered that is contrary to the Parties’ agreement set forth based on Schedule 1. Purchaser and the Seller shall, during the [***] day period following such delivery, negotiate Seller’s comments as Buyer determines in good faith to resolve be necessary and appropriate, provided further, that Buyer shall have no obligation to make any disputes 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 report the transactions contemplated herein in a manner consistent with respect to such Allocation Schedule. Except as required by applicable Law, Buyer and Seller shall not take any position on their respective Tax Returns that is inconsistent with the Allocation Schedule. Thereafter[Transfer Taxes. Any and all deed stamps or transfer Taxes which may be due the Commonwealth of Pennsylvania or any political subdivision in connection with the sale, if the Seller transfer, assignment, conveyance and Purchaser are unable to resolve any such dispute with respect to the Allocation Schedule within a [***] day period after the delivery hereunder of the Allocation Schedule Acquired Assets to the SellerBuyer (collectively, such dispute shall be resolved by an impartial nationally recognized firm of independent certified public accountants mutually appointed by Purchaser and the Seller, and shall provide the Seller and Purchaser with a copy of the final Allocation Schedule (the “Final Allocation ScheduleTransfer Taxes”). The fees and expenses of such accounting firm , shall be borne equally by Purchaser and the Seller. Notwithstanding anything to the contrary herein, should the parties be unable to agree to the appointment of an impartial nationally recognized firm of independent certified public accountants within [***] days after the parties determine that the Allocation Schedule is disputed, either in whole or in part, Purchaser shall select an accounting firm from Schedule 8 and such firm shall be appointed to resolve the dispute provided no conflict exists for either party at the time of appointment of the hiring of such firmBuyer. The Parties terms hereof shall act in accordance with the computations and allocations contained in the Final Allocation Schedule and not take any position inconsistent therewith, including with respect to any Tax Return filings (including, without limitation, IRS Form 8594) or with respect to any prosecution, defense, or conduct of any pending or threatened Tax contest, unless otherwise required to do so in connection with a final determination within the meaning of Section 1313 of the Code 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 with a copy thereof.survive Closing.]5

Allocation of the Purchase Price. Within [***] thirty (30) days following the Closing Datecompletion of the process described in Section 3.03, Purchaser Buyer shall prepare or cause to be prepared and shall deliver to the Seller an a draft allocation schedule (the “Allocation Schedule”) allocating of the Purchase Price plus the amount of any Assumed Liabilities (as determined for United States federal income tax purposes as of the Closingtogether with all other capitalizable items) among the Transferred Assets. The Allocation Schedule shall be assets of Seller prepared in accordance with Section 1060 of the CodeCode and the treasury regulations issued thereunder (and any similar provision of state or local Law, as appropriate) (the Treasury Regulations promulgated thereunder, and as set forth on Schedule 1“Purchase Price Allocation”). Within [***] thirty (30) days of its after the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation Schedule(and in the event 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). Buyer and Seller shall notify Purchaser in writing whether it has any objection to such Allocation Schedule and, if it has any objection, it shall specify the nature and grounds for such objection with particularity; provided, however, no objection shall be raised or considered that is contrary to the Parties’ agreement set forth on Schedule 1. Purchaser and the Seller shall, during the [***] day period following such delivery, negotiate will attempt in good faith to resolve any disputes differences between them with respect to the Allocation SchedulePurchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. Thereafter, if the If Buyer and Seller and Purchaser are unable to resolve any such dispute with respect 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 Seller agree (or are deemed to agree pursuant to provisions of this Section 3.06) to the Allocation Schedule within a [***] day period after the delivery of the Allocation Schedule to the SellerPurchase Price Allocation, such dispute then Buyer and Seller shall be resolved by an impartial nationally recognized firm of independent certified public accountants mutually appointed by Purchaser and the Sellerreport, act, and shall provide file in all respects and for all Tax purposes (including the Seller and Purchaser with a copy filing of the final Allocation Schedule (the “Final Allocation Schedule”). The fees and expenses of such accounting firm shall be borne equally by Purchaser and the Seller. Notwithstanding anything to the contrary herein, should the parties be unable to agree to the appointment of an impartial nationally recognized firm of independent certified public accountants within [***] days after the parties determine that the Allocation Schedule is disputed, either in whole or in part, Purchaser shall select an accounting firm from Schedule 8 and such firm shall be appointed to resolve the dispute provided no conflict exists for either party at the time of appointment of the hiring of such firm. The Parties shall act in accordance with the computations and allocations contained in the Final Allocation Schedule and not take any position inconsistent therewith, including with respect to any Tax Return filings (including, without limitation, IRS Internal Revenue Service Form 8594) or in a manner consistent with respect to any prosecutionsuch agreed-upon Purchase Price Allocation, defense, or conduct of any pending or threatened shall take no position for Tax contest, purposes inconsistent therewith unless otherwise required to do so in connection with a final determination within the meaning of Section 1313 of the Code or a comparable provision of state, local or non-U.S. lawby applicable Law, and after which prompt notice thereof shall be given reasonably cooperate in the 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 filings relating to the other Parties. If allocation of 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 with a copy thereof3.06.

Allocation of the Purchase Price. Within [***] days following the The Closing Date, Purchaser shall prepare and deliver to the Seller an allocation schedule (the “Allocation Schedule”) allocating the Purchase Price Payment plus the amount portion of any the Assumed Liabilities (as determined Liabilities, if any, that constitute proceeds of disposition for United States U.S. federal income tax purposes as of the Closing) shall be allocated among the Transferred Assets. The Allocation Schedule shall be prepared Purchased Assets in accordance with Section 1060 of the CodeCode and the Regulations. The Seller shall deliver a preliminary allocation (the “Seller’s Allocation”) to the Purchaser promptly following the Closing Date, and in any event no later than ninety (90) days after the Closing Date. If the Purchaser disagrees with the Seller’s Allocation, the Treasury Regulations promulgated thereunderPurchaser shall, and as set forth on Schedule 1. Within [***] within thirty (30) days of its after receipt of such 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 Schedule(the “Purchaser’s Allocation”). Following delivery of the Purchaser’s Allocation, the Seller shall notify Purchaser in writing whether it has any objection to such Allocation Schedule and, if it has any objection, it shall specify the nature and grounds for such objection with particularity; provided, however, no objection shall be raised or considered that is contrary to the Parties’ agreement set forth on Schedule 1. Purchaser and the Seller shall, during the [***] day period following such delivery, negotiate Purchaser shall work together in good faith to resolve any disputes with respect to reach agreement on the Allocation Scheduledisputed items or amounts, as applicable. Thereafter, if If the Seller and the Purchaser are unable to resolve any reach such dispute with respect to the Allocation Schedule agreement within a [***] day period after the thirty (30) days following delivery of the Allocation Schedule 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 SellerParties (such agreed firm, such dispute shall be resolved by an impartial nationally recognized firm of independent certified public accountants mutually appointed by Purchaser and the Seller“Accountant”), and shall provide 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 Purchaser the Purchaser, together with a copy of report setting forth each disputed item and the final Allocation Schedule (the “Final Allocation Schedule”)Accountant’s determination with respect thereto. The fees and expenses of such accounting firm the Accountant shall be borne equally fifty percent (50%) by Purchaser the Seller and fifty percent (50%) by the Purchaser. The allocation, as prepared by the Seller if no Purchaser’s Allocation has been timely delivered, as adjusted pursuant to any agreement between the Seller and the SellerPurchaser or as determined by the Accountant pursuant to this Section 2.7 shall be the “Allocation” and shall be conclusive and binding on all Parties (and their Affiliates). Notwithstanding anything The Seller and the Purchaser shall cooperate in good faith to update the Allocation to the contrary herein, should extent that there is any change in the parties be unable to agree proceeds of disposition for U.S. federal income tax purposes subsequent to the appointment Closing Date, including as a result 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 adjustment pursuant to resolve the dispute provided no conflict exists for either party at the time of appointment Section 2.6. None of the hiring of such firm. The Parties Seller, the Purchaser or their respective Affiliates shall act in accordance with the computations and allocations contained in the Final Allocation Schedule and not take any position (whether in audits, Tax Returns or otherwise) that is inconsistent therewith, including with respect to any Tax Return filings (including, without limitation, IRS Form 8594) or with respect to any prosecution, defense, or conduct of any pending or threatened Tax contest, such Allocation unless otherwise required to do so in connection with a final determination within the meaning 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 with a copy thereofby applicable Law.

Allocation of the Purchase Price. Within [***] days following The Purchase Price allocation is to be based on the Closing Datefair 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, Purchaser shall prepare and deliver such as using discounted cash flows, which is the present value of forecasted cash flows applicable to the Seller an allocation schedule (asset. The remainder of the “Allocation Schedule”) allocating purchase price is assigned to goodwill. The Parties agree that the Purchase Price plus the amount of any Assumed Liabilities (as determined for United States federal income tax purposes as allocation will be agreed upon by Seller Parties and Purchaser upon completion of the Closing) among Audit and will be subject to approval by Purchaser’s auditor, Gxxxx Xxxxxxxx, prior to the Transferred Assets. Purchaser filing its Report on Form 8-K. The Allocation Schedule shall Purchase Price allocation will be prepared in accordance a manner consistent with Section 1060 of the Code, Code and the Treasury Regulations regulations promulgated thereunder, and as set forth on Schedule 1. Within [***] days of its receipt of such Allocation Schedule, the Seller shall notify Purchaser in writing whether it has any objection to such Allocation Schedule and, if it has any objection, it shall specify the nature and grounds for such objection with particularity; provided, however, no objection shall be raised or considered that is contrary to the Parties’ agreement set forth on Schedule 1. Purchaser and the Seller shall, during the [***] day period following such delivery, negotiate in good faith to resolve any disputes with respect to the Allocation Schedule. Thereafter, if the Seller and Purchaser are unable to resolve any such dispute with respect to agree to: (i) be bound by the Allocation Schedule within a [***] day period after the delivery allocation of the Allocation Schedule Purchase Price among the Purchased Assets as reflected on the allocation mutually agreed to the Seller, such dispute shall be resolved by an impartial nationally recognized firm of independent certified public accountants mutually appointed by Purchaser and the Seller, and shall provide the Seller Parties and Purchaser with a copy of the final Allocation Schedule (the “Final Allocation SchedulePurchase Price Allocation”). The fees and expenses of such accounting firm shall be borne equally by Purchaser ; (ii) act consistently with the Purchase Price Allocation in the preparation and the Seller. Notwithstanding anything 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 contrary herein, should taxable year that includes the parties be unable Closing Date; and (iii) not take and not permit any of their Affiliates to agree to the appointment of an impartial nationally recognized firm of independent certified public accountants within [***] days after the parties determine that the Allocation Schedule is disputed, either in whole or in part, Purchaser shall select an accounting firm from Schedule 8 and such firm shall be appointed to resolve the dispute provided no conflict exists for either party at the time of appointment of the hiring of such firm. The Parties shall act in accordance take a position inconsistent with the computations and allocations contained in the Final Purchase Price Allocation Schedule and not take any position inconsistent therewithincluding for income Tax purposes, including with respect to any United States federal and state income Tax Return filings (including, without limitation, IRS Form 8594) or with respect to any prosecution, defense, or conduct of any pending or threatened Tax contestand foreign income Tax, unless otherwise required pursuant to do so in connection with a final determination “determination” within the meaning of Section 1313 1313(a) 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 with a copy thereofCode.

Allocation of the Purchase Price. Within [***] days following The Parties agree that the Closing Datetotal consideration, 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 as paid for the Assets, including, for the avoidance of the Closing) among doubt, the Transferred Assets. The Allocation Schedule shall Securities, will be prepared allocated to such Assets in accordance with Section 1060 of the CodeCode 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 Treasury Regulations promulgated thereunder, amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and as set will attach a schedule setting forth on Schedule 1such 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 of its after the receipt of such the Allocation Schedule, the Purchaser will propose to Seller shall notify Purchaser in writing whether it has any objection to such Allocation Schedule and, if it has any objection, it shall specify the nature and grounds for such objection with particularity; provided, however, no objection shall be raised or considered that is contrary changes to the Parties’ agreement set forth on Schedule 1Allocation Schedule. Purchaser and the Seller shall, during the [***] day period following such delivery, negotiate will endeavor in good faith to resolve any disputes with respect to the Allocation Schedule. Thereafter, if the Seller and Purchaser are unable to resolve any such dispute differences with respect to the Allocation Schedule within a [***] day period 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 delivery 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 Schedule allocation agreed to the Seller, such dispute shall be resolved by an impartial nationally recognized firm of independent certified public accountants mutually appointed by Purchaser and the Seller pursuant to this Section 7.10(f) and none of Seller, and shall provide Purchaser or the Seller and Purchaser with a copy of the final Allocation Schedule (the “Final Allocation Schedule”)Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. The fees and expenses of such accounting firm shall be borne equally by If, however, 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 Seller cannot in whole or in part, Purchaser shall select an accounting firm from Schedule 8 and such firm shall be appointed to good faith resolve the dispute provided no conflict exists for either party at the time of appointment of the hiring of such firm. The Parties shall act in accordance with the computations and allocations contained in the Final Allocation Schedule and not take any position inconsistent therewith, including differences with respect to any Tax Return filings (including, without limitation, IRS Form 8594) or with respect to any prosecution, defense, or conduct of any pending or threatened Tax contest, unless otherwise required to do so in connection with a final determination within the meaning of Section 1313 of the Code 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 AgreementAllocation Schedule, Purchaser and Seller shall adjust the Final Allocation Schedule to reflect such adjustment in Purchase Price in accordance with this Section 2.9 and provide the Seller with a copy thereofprepare separate allocations.

Allocation of the Purchase Price. Within [***] The Purchase Price shall be allocated among the Sellers and the Purchased Assets in accordance with applicable laws, including Code Section 1060 and the applicable Treasury Regulations in the manner specified in Schedule 2.04 attached hereto. Without limiting the foregoing but for greater certainty, $15,588,000 (United States dollars fifteen million five hundred eighty-eight thousand) shall be allocated to the Purchased Shares. Subject to the foregoing, Buyers shall have thirty (30) days following from the Closing Date to deliver to Sellers for Sellers’ review and approval a final Purchase Price allocation to the Purchased Assets (excluding the Purchased Shares), including Internal Revenue Service Form 8594, Asset Acquisition Statements Under Section 1060 consistent with Schedule 2.04, which the Parties shall use to report the relevant parts of the transactions contemplated by this Agreement to any Tax authority. If Buyers and Sellers agree to the final allocation of the Purchase Price, which they shall use reasonable commercial efforts to do, Buyers and Sellers shall report, act and file Tax Returns in 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, Purchaser shall prepare and deliver Tax Returns or otherwise) which is inconsistent with any agreed allocation unless required 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 as of the Closing) among the Transferred Assets. The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code, the Treasury Regulations promulgated thereunder, and as set forth on Schedule 1. Within [***] days of its receipt of such Allocation Schedule, the Seller shall notify Purchaser in writing whether it has any objection to such Allocation Schedule and, if it has any objection, it shall specify the nature and grounds for such objection with particularitydo so by applicable law; provided, however, no objection that (a) nothing contained herein shall require Buyers or Sellers to contest any proposed deficiency or adjustment by any Tax authority which challenges such allocation, or exhaust administrative remedies before any Tax authority in connection therewith, and (b) Buyers and Sellers shall not be raised required to litigate before any Governmental Authority (including without limitation the United States Tax Court) any proposed deficiency or considered that is contrary adjustment by any Tax authority which challenges such allocation. Buyers and Sellers shall give prompt written notice to the Parties’ agreement set forth on Schedule 1. Purchaser 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, and the Seller shall, during the [***] day period following such delivery, negotiate parties shall cooperate in good faith in responding to resolve any disputes with respect it in order to preserve the Allocation Schedule. Thereafter, if the Seller and Purchaser are unable to resolve any such dispute with respect to the Allocation Schedule within a [***] day period after the delivery of the Allocation Schedule to the Seller, such dispute shall be resolved by an impartial nationally recognized firm of independent certified public accountants mutually appointed by Purchaser and the Seller, and shall provide the Seller and Purchaser with a copy of the final Allocation Schedule (the “Final Allocation Schedule”). The fees and expenses effectiveness of such accounting firm shall be borne equally by Purchaser and the Seller. Notwithstanding anything to the contrary herein, should the parties be unable to agree to the appointment of an impartial nationally recognized firm of independent certified public accountants within [***] days after the parties determine that the Allocation Schedule is disputed, either in whole or in part, Purchaser shall select an accounting firm from Schedule 8 and such firm shall be appointed to resolve the dispute provided no conflict exists for either party at the time of appointment of the hiring of such firm. The Parties shall act in accordance with the computations and allocations contained in the Final Allocation Schedule and not take any position inconsistent therewith, including with respect to any Tax Return filings (including, without limitation, IRS Form 8594) or with respect to any prosecution, defense, or conduct of any pending or threatened Tax contest, unless otherwise required to do so in connection with a final determination within the meaning of Section 1313 of the Code 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 with a copy thereofallocation.

Allocation of the Purchase Price. Within [***] days following Seller and Purchaser hereby agree that, except as provided in this Section, the Closing DatePurchase Price deemed paid for U.S. federal income Tax purposes for the assets of the Company as determined for those purposes, Purchaser shall prepare be allocated among those assets and deliver to for those purposes in accordance with Section 1060 of the Seller an Code and the Treasury Regulations thereunder and as set forth on the 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 as ). A draft of the Closing) among the Transferred Assets. The Allocation Schedule shall be prepared by Purchaser and delivered to Seller within forty-five (45) days following the date of this Agreement. If Seller notifies Purchaser, in accordance with Section 1060 of writing, that Seller objects to one or more items reflected in the Code, the Treasury Regulations promulgated thereunder, and as set forth on Allocation Schedule 1. Within [***] within fifteen (15) days of its receipt of such Allocation Schedule, the Purchaser and Seller shall notify Purchaser in writing whether it has any objection use Commercially Reasonable Efforts to such Allocation Schedule and, if it has any objection, it shall specify the nature and grounds for such objection with particularity; provided, however, no objection shall be raised or considered that is contrary to the Parties’ agreement set forth on Schedule 1. Purchaser and the Seller shall, during the [***] day period following such delivery, negotiate in good faith to resolve any disputes with respect to the Allocation Schedulesuch dispute within one hundred twenty (120) days of Closing. Thereafter, if the If Seller and Purchaser are unable to resolve any such dispute with respect regard to the Allocation Schedule within a [***] such one hundred twenty (120) day period after the delivery period, Seller and Purchaser shall be free to use their own allocation and/or determination of the Allocation Schedule to the Sellerconsideration 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, such dispute any allocation agreed upon by Seller and Purchaser, as provided above, shall be resolved by an impartial nationally recognized firm of independent certified public accountants mutually appointed by binding on Seller and Purchaser for all income Tax reporting purposes, and the SellerSeller and Purchaser shall not take (or cause or permit any Affiliate to take) inconsistent positions with respect to, and shall provide the 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 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 agrees to the contrary herein, should the parties be unable to agree to the appointment of an impartial nationally recognized firm of independent certified public accountants within [***] days after the parties determine that the Allocation Schedule is disputed, either in whole or in part, Purchaser shall select an accounting firm from Schedule 8 and such firm shall be appointed to resolve the dispute provided no conflict exists for either party at the time of appointment of the hiring of such firm. The Parties shall act in accordance cooperate with the computations and allocations contained other in the Final Allocation Schedule and not take any position inconsistent therewith, including with respect to any Tax Return filings (including, without limitation, preparing an IRS Form 8594) or with respect , and to any prosecution, defense, or conduct of any pending or threatened Tax contest, unless otherwise required to do so in connection furnish the other with a final determination draft copy of such form within the meaning 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 with a copy thereofreasonable period before its filing due date.

Allocation of the Purchase Price. Within [***] days following Buyer and Seller agree that the Closing DatePurchase 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), Purchaser as may be adjusted pursuant to this Section 3.03, shall prepare and deliver to be allocated among the Seller an Acquired Assets in accordance with the allocation reflected in a schedule prepared by Buyer in accordance with this Section 3.03 (the “Allocation Schedule”). Within sixty (60) allocating days following the final determination of the Purchase Price plus the amount of any Assumed Liabilities (as determined for United States federal income tax purposes as pursuant to Section 3.01, Buyer shall deliver to Seller a draft of the ClosingAllocation 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, provided, that (a) among the Transferred Assets. The such proposed Allocation Schedule shall be prepared 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 accordance with Section 1060 the proposed Allocation Schedule within twenty (20) Business Days after delivery of the Code, the Treasury Regulations promulgated thereunderproposed Allocation Schedule to Seller, and as set forth on Schedule 1. Within [***] days of its (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 Seller shall notify Purchaser in writing whether it has any objection to such proposed Allocation Schedule and, if it has any objection, it shall specify the nature and grounds for such objection with particularity; provided, however, no objection shall be raised or considered that is contrary to the Parties’ agreement set forth based on Schedule 1. Purchaser and the Seller shall, during the [***] day period following such delivery, negotiate Seller’s comments as Buyer determines in good faith to resolve be necessary and appropriate, provided further, that Buyer shall have no obligation to make any disputes 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 report the transactions contemplated herein in a manner consistent with respect to such Allocation Schedule. Except as required by applicable Law, Buyer and Seller shall not take any position on their respective Tax Returns that is inconsistent with the Allocation Schedule. Thereafter[Transfer Taxes. Any and all deed stamps or transfer Taxes which may be due the Commonwealth of Pennsylvania or any political subdivision in connection with the sale, if the Seller transfer, assignment, conveyance and Purchaser are unable to resolve any such dispute with respect to the Allocation Schedule within a [***] day period after the delivery hereunder of the Allocation Schedule Acquired Assets to the SellerBuyer (collectively, such dispute shall be resolved by an impartial nationally recognized firm of independent certified public accountants mutually appointed by Purchaser and the Seller, and shall provide the Seller and Purchaser with a copy of the final Allocation Schedule (the “Final Allocation ScheduleTransfer Taxes”). The fees and expenses of such accounting firm , shall be borne equally by Purchaser and the Seller. Notwithstanding anything to the contrary herein, should the parties be unable to agree to the appointment of an impartial nationally recognized firm of independent certified public accountants within [***] days after the parties determine that the Allocation Schedule is disputed, either in whole or in part, Purchaser shall select an accounting firm from Schedule 8 and such firm shall be appointed to resolve the dispute provided no conflict exists for either party at the time of appointment of the hiring of such firmBuyer. The Parties terms hereof shall act in accordance with the computations and allocations contained in the Final Allocation Schedule and not take any position inconsistent therewith, including with respect to any Tax Return filings (including, without limitation, IRS Form 8594) or with respect to any prosecution, defense, or conduct of any pending or threatened Tax contest, unless otherwise required to do so in connection with a final determination within the meaning of Section 1313 of the Code 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 with a copy thereof.survive Closing.]5

Allocation of the Purchase Price. Within [***] days following thirty (30) Business Days after the Closing Datedetermination of the Final Working Capital Statement in accordance with the provisions of Section 2.08(c), Purchaser Buyer shall prepare and deliver to the Seller an a purchase price allocation schedule (the “Initial Purchase Price Allocation Schedule”) allocating the Purchase Price plus the amount of any Assumed Liabilities (as determined for United States federal income tax purposes as ), reflecting an allocation of the Closing) Total Consideration among the Transferred Assets. The Allocation Schedule shall be prepared in accordance Purchased Assets and the Shares, that is consistent with Section 1060 the allocation of the Code, the Treasury Regulations promulgated thereunder, and Pre-Adjustment Amount as set forth on Schedule 1Exhibit D, takes into account any Post-Closing Adjustment, and sets forth the computation of the Section 2.11 Allocated Amount. Within [***] days of its During the twenty (20) Business Day period immediately following Seller’s receipt of such the Initial Purchase Price Allocation Schedule, the Seller shall notify Purchaser in writing whether it has any objection have the opportunity to review and approve such schedule. If Seller reasonably disagrees with the Initial Purchase Price Allocation Schedule andSchedule, if it has any objectionSeller shall provide written notice to Buyer of such disagreement no later than at the end of the twenty Business Day review period, it shall specify and the nature and grounds for such objection with particularity; provided, however, no objection shall be raised or considered that is contrary to the Parties’ agreement reconciliation procedure set forth on Schedule 1. Purchaser and the Seller shall, during the [***] day period following such delivery, negotiate in good faith Section 2.08 hereof shall apply to resolve any disputes with respect 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. Thereafter.” The parties shall timely file, if or cause to be filed, all Tax Returns and attachments thereto (including Internal Revenue Service Form 8594) in a manner consistent with the Seller and Purchaser are unable to resolve any such dispute with respect to the Final Purchase Price Allocation Schedule within a [***] day period after the delivery of the Allocation Schedule to the Seller, such dispute shall be resolved by an impartial nationally recognized firm of independent certified public accountants mutually appointed by Purchaser and the SellerSchedule, and shall provide the Seller and Purchaser with a copy of the final Allocation Schedule (the “Final Allocation Schedule”). The fees and expenses of use their reasonable best efforts to sustain 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 allocation in whole or in part, Purchaser shall select an accounting firm from Schedule 8 and such firm shall be appointed to resolve the dispute provided no conflict exists for either party at the time of appointment of the hiring of such firm. The Parties shall act in accordance with the computations and allocations contained in the Final Allocation Schedule and not take any position inconsistent therewith, including with respect to any Tax Return filings (including, without limitation, IRS Form 8594) audit or with respect to any prosecution, defense, or conduct of any pending or threatened Tax contestdispute, unless otherwise specifically required to do so in connection with otherwise pursuant to a final determination “determination” within the meaning of Section 1313 1313(a) of the Code or a comparable an analogous provision of state, local or non-U.S. foreign law. To the extent that payment is made to Seller with respect to Shares or Purchased Assets, respectively, then such payment (in the amount allocated in Final Purchase Price Allocation Schedule and subject to adjustment in accordance with the further provisions of this Agreement) shall be deemed to have been received by Seller on behalf of, and after which prompt notice thereof for the benefit of, the entities selling the Shares and the Purchased Assets. “Total Consideration” shall be given to mean the other Parties. If sum of (i) the Purchase Price is adjusted pursuant to and (ii) any liabilities, as determined under the terms of this AgreementUnited States federal income tax principles, 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 with a copy thereofassumed by Buyer.

Allocation of the Purchase Price. Within [***] days following The Parties agree that the Closing DatePurchase Price and other items properly includible in the deemed sales price of the Acquired Assets shall be allocated, Purchaser shall prepare for Tax purposes, among the Acquired Assets in a manner consistent with the provisions of Code § 1060 and deliver to the Seller an allocation schedule Treasury Regulations thereunder and the methodology set forth on Schedule 7.5.3 (the “Allocation Schedule”) allocating ). Any subsequent adjustment to the Purchase Price plus the amount of any Assumed Liabilities (as determined for United States federal income tax purposes as of the Closing) among the Transferred Assets. The Allocation Schedule shall will also be prepared allocated in accordance with Section Code § 1060 of the Code, and the Treasury Regulations promulgated thereunder, thereunder and as set forth on Schedule 1the Allocation Schedule. Within [***] ninety (90) days after the Closing Date, Buyer will prepare and deliver to Sellers an allocation of its receipt of such the Purchase Price and any other applicable items (the “Allocation”). Buyer shall permit Sellers to review and comment on the Allocation Schedule, the Seller shall notify Purchaser in writing whether it has any objection to such Allocation Schedule and, if it has any objection, it shall specify the nature and grounds for such objection with particularity; provided, however, no objection shall be raised or considered that is contrary to the Parties’ agreement set forth on Schedule 1. Purchaser and the Seller shall, during the [***] day period following such delivery, negotiate will consider in good faith any written comments received from Sellers within thirty (30) days of Buyer’s delivery of the Allocation and promptly inform Xxxxxxx of any changes accepted thereto by Xxxxx. Sellers and Buyer each agree to resolve use such Allocation to prepare and file in a timely manner all Tax Returns including, if applicable, IRS Form 8594, and to take no position in any disputes Tax Return, Tax proceeding or Tax audit that is inconsistent with such Allocation, unless otherwise required under applicable Law or agreed in writing by Sellers or Buyer as required by a Tax audit by a Governmental Authority having jurisdiction over such Party. Sellers and Buyer shall, and shall cause their respective Affiliates to, provide prompt notice to the other of any audit, inquiry or Action with respect to the Allocation ScheduleAllocation. Thereafter, if the Seller and Purchaser are unable to resolve any such dispute with respect Any adjustments to the Allocation Schedule resulting from any audit, inquiry or Action, or from any other post-Closing adjustments to the Purchase Price, shall be prepared by Buyer and delivered to Sellers in a timely manner. Buyer shall permit Sellers to review and comment on any such adjustments and will consider in good faith any written comments received from Sellers within a [***] day period after the thirty (30) days of Buyer’s delivery of the Allocation Schedule to the Seller, such dispute shall be resolved by an impartial nationally recognized firm of independent certified public accountants mutually appointed by Purchaser adjustment (including a schedule thereof) and the Seller, and shall provide the Seller and Purchaser with a copy of the final Allocation Schedule (the “Final Allocation Schedule”). The fees and expenses of such accounting firm shall be borne equally by Purchaser and the Seller. Notwithstanding anything to the contrary herein, should the parties be unable to agree to the appointment of an impartial nationally recognized firm of independent certified public accountants within [***] days after the parties determine that the Allocation Schedule is disputed, either in whole or in part, Purchaser shall select an accounting firm from Schedule 8 and such firm shall be appointed to resolve the dispute provided no conflict exists for either party at the time of appointment of the hiring of such firm. The Parties shall act in accordance with the computations and allocations contained in the Final Allocation Schedule and not take any position inconsistent therewith, including with respect to any Tax Return filings (including, without limitation, IRS Form 8594) or with respect to any prosecution, defense, or conduct promptly inform Sellers of any pending or threatened Tax contest, unless otherwise required to do so in connection with a final determination within the meaning of Section 1313 of the Code 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 with a copy thereofchanges accepted thereto by Xxxxx.