Common use of Allocation of Total Consideration Clause in Contracts

Allocation of Total Consideration. The Total Consideration shall be allocated among the assets of the Company in accordance with Section 1060 of the Code, and the applicable Treasury Regulations promulgated thereunder (the “Allocation”). Within one hundred twenty (120) calendar days following the Closing, the Sellers shall provide the Buyer with a draft of the Allocation, which Allocation shall provide that (A) with respect to any asset that is plant, property or equipment or other depreciable tangible property, an amount equal to such asset’s tax basis shall be allocated and (B) with respect to any asset that is an accounts receivable or similar asset, an amount equal to the cost of the asset shall be allocated. Within thirty (30) calendar days following delivery of such draft Allocation, the Buyer may deliver a written protest to the Sellers of any disagreement that the Buyer may have as to the draft Allocation, except to the extent such disagreement is inconsistent with the requirements of Section 1060 of the Code; provided, that if Buyer proposes that the value ascribed to the assets described in clause (A) of the immediately preceding sentence are any amounts other than the tax basis of each such asset, such valuation shall be supported by a third-party appraisal prepared by an appraiser mutually acceptable to Sellers and Buyer. The parties shall make reasonable, good faith efforts to agree to a final Allocation (and Sellers shall agree to the portion of the Allocation determined by an appraisal pursuant to the immediately preceding proviso). If the parties are unable to resolve any such disagreement, Buyer and the Sellers shall each submit their proposed Total Consideration allocations to the Accounting Firm, who shall resolve any such disputes between the parties. Buyer shall bear fifty percent (50%) and Sellers shall bear fifty percent (50%) of the fees and expenses of the Accounting Firm and any appraiser related to the resolution of such dispute; provided, that if an appraisal is obtained at the request of Buyer but not used in any material respect, Buyer shall bear 100% of such fees and expenses. Each of the Buyer and the Sellers shall timely make any Tax filings required by applicable U.S. federal, state and/or local Laws with respect to the Allocation. Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (i) timely file any forms and Tax Returns required to be filed in connection with the Allocation, (ii) be bound by the Allocation for purposes of determining Taxes, (iii) prepare and file Tax Returns on a basis consistent with the Allocation, and (iv) take no position inconsistent with the Allocation on any applicable Tax Return, in any audit or proceeding before any taxing authority, in any report made for Tax, or otherwise. In the event that the Allocation is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other parties concerning resolution of the dispute.

Allocation of Total Consideration. The Total Consideration (a) At the request of the applicable Buyer, the Sellers’ Representative shall be allocated cause KAFA, KACALP and each issuing entity (“EPE Entity”) of the Additional EPE Interests that is treated as a partnership for U.S. federal income tax purposes to make and include an election under Section 754 of the Code on the Tax Return (both federal and any applicable state Tax Return) of each of KAFA, KACALP and the EPE Entities (collectively, the “Acquired Entities”) for the taxable period that includes the Closing Date. For purposes of allocating the gross consideration pursuant to Sections 1060, 743, 751 and 755 of the Code and the Treasury Regulations thereunder among the portion of the assets of the Company Acquired Entities that are deemed to be acquired by the Buyers (and for all other Tax purposes), the respective gross fair market values of the assets of the Acquired Entities will be determined in accordance with Section 1060 principles set forth on Annex H. The parties shall use commercially reasonable efforts to agree to an allocation of the Codegross consideration prior to the Closing Date, including the portion of the gross consideration to be allocated to KA Associates, Inc. Within 45 days after the date hereof, the Buyers shall prepare and provide to the applicable Treasury Regulations promulgated thereunder Sellers’ Representative proposed allocations of the final consideration, as determined for U.S. federal income tax purposes, among the portion of the assets of the Acquired Entities that are deemed to be acquired by the Buyers that is consistent with the preceding sentence (the “AllocationAllocation Statements”). Within one hundred twenty (120) calendar days following the Closing, the Sellers shall provide the Buyer with a draft of the Allocation, which Allocation shall provide that (A) with respect to any asset that is plant, property or equipment or other depreciable tangible property, an amount equal to such asset’s tax basis shall be allocated and (B) with respect to any asset that is an accounts receivable or similar asset, an amount equal to the cost of the asset shall be allocated. Within thirty (30) calendar days following delivery of such draft Allocation, the Buyer The Sellers’ Representative may deliver a written protest notice to the Sellers Buyers of any disagreement that with the Buyer may have Buyers’ proposed Allocation Statements within 20 days of receipt of the same (a “Disagreement Notice”). If the Sellers’ Representative does not deliver a Disagreement Notice within such 20 day period, such proposed Allocation Statements will represent the parties’ agreement as to the draft Allocation, except to the extent such disagreement is inconsistent with the requirements of Section 1060 final allocations of the Code; provided, that if Buyer proposes that the value ascribed to the assets described in clause (A) of the immediately preceding sentence are any amounts other than the tax basis of each such asset, such valuation shall be supported by a third-party appraisal prepared by an appraiser mutually acceptable to Sellers and Buyer. The parties shall make reasonable, good faith efforts to agree to a final Allocation (and Sellers shall agree to consideration among the portion of the Allocation determined assets of the Acquired Entities that are deemed to be acquired by an appraisal pursuant to the immediately preceding proviso)Buyers. If the parties are unable Sellers’ Representative delivers a Disagreement Notice within such 20 day period, the Buyers and the Sellers’ Representative shall cooperate in good faith to resolve any such disagreement, Buyer . (b) If the Buyers and the Sellers Sellers’ Representative fail to agree on the proposed allocations within 20 days after delivery of the Disagreement Notice, the Buyers and the Sellers’ Representative shall each submit deliver to the other and to the Accountant a notice setting forth in reasonable detail their proposed Total Consideration allocations. The Buyers and the Sellers’ Representative shall promptly cooperate with the Accountant. The Accountant shall be instructed to determine the final allocations of the consideration among the portion of the assets of the Acquired Entities that are deemed to be acquired by the Buyers and provide a written report setting forth such allocations (the “Final Allocation Schedule”) no later than 20 days following the date of the Accountant’s retention with respect to the Accounting Firm, who shall resolve any such disputes between the partiesAllocation Statements. Buyer shall bear fifty percent (50%) and Sellers shall bear fifty percent (50%) of the fees The costs and expenses of the Accounting Firm and any appraiser related to the resolution of such dispute; provided, that if an appraisal is obtained at the request of Buyer but not used in any material respect, Buyer shall bear 100% of such fees and expenses. Each of the Buyer and the Sellers shall timely make any Tax filings required by applicable U.S. federal, state and/or local Laws Accountant with respect to the Allocation. Each Allocation Statements shall be allocated between the Buyers, on the one hand, and the Sellers’ Representative, on the other hand, based upon the percentage that the portion of the Parties aggregate amount of the items or amounts unsuccessfully disputed by each party bears to the total amount of such disputed items, as reasonably determined by the Accountant. The Final Allocation Schedule, and their respective Affiliates shallthe Accountant’s allocation of its costs and expenses between the parties, shall be final, conclusive and binding upon all of the parties hereto and shall become the final Allocation Statements. (c) The Allocation Statements will be adjusted as appropriate, consistent with this Section 10.7, to reflect any additional payments and adjustments to the Total Consideration (including any payments under Section 9.3(f) that are treated as adjustments to the Total Consideration). The Buyers, the Sellers’ Representative and the KA Owners shall file all Tax Returns in a manner consistent with this Section 10.7 and the final Allocation Statements, unless otherwise required by applicable Law or pursuant to a final “determination” (within the meaning of Section 1313(a) of the Code), . The Buyers and the Sellers’ Representative shall (i) timely file any forms promptly inform one another in writing of, and Tax Returns required to be filed provide information reasonably requested by the other party in connection with with, any challenge by any Tax authority to any allocation of the Allocation, consideration or other determination made pursuant to this Section 10.7 and (ii) be bound by consult with and keep one another informed with respect to the Allocation for purposes of determining Taxes, (iii) prepare and file Tax Returns on a basis consistent with the Allocationstatus of, and (iv) take no position inconsistent any discussion, proposal or submission with the Allocation on respect to, any applicable Tax Return, in any audit or proceeding before any taxing authority, in any report made for Tax, or otherwise. In the event that the Allocation is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other parties concerning resolution of the disputesuch challenge.

Allocation of Total Consideration. The As soon as practicable (but in any event within 90 Business Days) after the Closing, Seller shall deliver to Buyer a statement (the “Allocation Statement”) that determines the fair market value of the Equity Consideration for Tax purposes and allocates the Total Consideration and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets as of the Effective Time in accordance with applicable Tax Laws, including the principles of Section 1060 of the Code and the regulations thereunder (and any other corresponding or similar requirements under applicable Tax Laws); provided, that the Allocation Statement shall incorporate, reflect and be consistent with the terms of the methodology for the Tangible Assets described in Exhibit A of the Bill of Sale. If, within 30 Business Days after the delivery of the Allocation Statement, Buyer notifies Seller that Buyer objects to the allocation or the fair market value of the Equity Consideration set forth in the Allocation Statement, Buyer and Seller shall seek in good faith to resolve such dispute within 15 Business Days. In the event that Buyer and Seller are unable to resolve such dispute within 15 Business Days, Seller and Buyer shall jointly retain Deloitte LLP, or if such firm is unable or unwilling to act, such nationally recognized independent public accounting firm as shall be mutually agreed by the Parties (the “Independent Accountant”) to resolve any remaining disputed items in a manner that incorporates, reflects and is consistent with the terms of this Agreement. Any allocation of the Equity Consideration (and other relevant amounts) determined pursuant to the decision of the Independent Accountant shall incorporate, reflect and be consistent with the terms of this Agreement. Upon resolution of the disputed items, the allocation reflected in the Allocation Statement shall be adjusted to reflect such resolution and such Allocation Statement shall be final, conclusive and binding upon the Parties. The fees and expenses of the Independent Accountant shall be allocated among to be paid by Xxxxxx and Buyer in inverse proportion as they may each prevail on matters resolved by the assets Independent Accountant, which proportionate allocations shall also be determined by the Independent Accountant at the time the determination of the Company Independent Accountant is rendered on the merits of the matters submitted. In the event that Xxxxx notifies Seller that it accepts the Allocation Statement, or does not notify Seller of any objections to the Allocation Statement during such 30 Business Day period, Buyer shall be considered to have accepted the accuracy of the Allocation Statement delivered by Seller and such Allocation Statement shall be final, conclusive and binding upon the Parties. Any adjustments to the Total Consideration paid by Buyer in accordance consideration for the sale and purchase of the Purchased Assets shall be reflected in the Allocation Statement in a manner consistent with Section 1060 of the Code, Code and the applicable Treasury Regulations regulations promulgated thereunder (and any other similar provisions under applicable Tax Law) and as mutually agreed by the “Allocation”Parties (it being understood that no Party will unreasonably withhold, condition or delay such agreement). Within one hundred twenty (120) calendar days following In addition, Seller and Buyer shall act in accordance with the Closing, Allocation Statement in the Sellers shall provide the Buyer with a draft of the Allocation, which Allocation shall provide that (A) with respect to any asset that is plant, property or equipment or other depreciable tangible property, an amount equal to such asset’s tax basis shall be allocated and (B) with respect to any asset that is an accounts receivable or similar asset, an amount equal to the cost of the asset shall be allocated. Within thirty (30) calendar days following delivery of such draft Allocation, the Buyer may deliver a written protest to the Sellers course of any disagreement that the Tax audit, Tax review or Tax litigation relating thereto, and take no position (and Seller shall cause its Subsidiaries and Buyer may have as shall cause its Affiliates not to the draft Allocation, except to the extent such disagreement is take any position) inconsistent with the requirements of Section 1060 of the Code; provided, that if Buyer proposes that the value ascribed to the assets described in clause (A) of the immediately preceding sentence are any amounts other than the tax basis of each such asset, such valuation shall be supported by a third-party appraisal prepared by an appraiser mutually acceptable to Sellers and Buyer. The parties shall make reasonable, good faith efforts to agree to a final Allocation (and Sellers shall agree to the portion of the Allocation determined by an appraisal pursuant to the immediately preceding proviso). If the parties are unable to resolve any such disagreement, Buyer and the Sellers shall each submit their proposed Total Consideration allocations to the Accounting Firm, who shall resolve any such disputes between the parties. Buyer shall bear fifty percent (50%) and Sellers shall bear fifty percent (50%) of the fees and expenses of the Accounting Firm and any appraiser related to the resolution of such dispute; provided, that if an appraisal is obtained at the request of Buyer but not used Statement for income Tax purposes in any material respect, Buyer shall bear 100% of such fees and expenses. Each of the Buyer and the Sellers shall timely make any Tax filings required by applicable U.S. federal, state and/or local Laws with respect to the Allocation. Each of the Parties and their respective Affiliates shalljurisdiction, unless otherwise required by pursuant to a final “determination” (within the meaning of Section 1313(a) of the CodeCode (or any other similar provision under applicable Tax Law), (i) timely file any . Seller and Buyer shall each be responsible for the preparation of their own Section 1060 statements and forms in accordance with applicable Tax Laws and Tax Returns required to be filed in connection with the Allocation, (ii) be bound by the Allocation for purposes of determining Taxes, (iii) prepare and file Tax Returns on a basis manner consistent with the AllocationAllocation Statement, and (iv) take no position inconsistent with each shall execute and deliver to each other such statements and forms as are reasonably requested by the Allocation on any applicable Tax Return, in any audit or proceeding before any taxing authority, in any report made for Tax, or otherwiseother Party. In the event that the Allocation Statement is disputed by any Taxing Authority, (i) the party Party receiving notice of the dispute shall promptly notify the other parties concerning resolution Party of such notice and (ii) both Seller and Xxxxx shall use reasonable efforts to defend the disputeAllocation Statement in any Proceedings or settle such dispute in a manner mutually acceptable to Xxxxxx and Xxxxx.

Allocation of Total Consideration. The (a) Concurrently with the transmission of the Closing Statement pursuant to Section 2.5(c), Buyer will prepare and deliver to Seller a copy of IRS Form 8594 and any required exhibits thereto allocating the Total Consideration shall be allocated (as of such date) among the assets of Purchased Assets, the Company Assumed Liabilities and the Business in accordance with Section 1060 of the Code, Code and the applicable Treasury Regulations promulgated thereunder Law (the “Initial Allocation”). Within one hundred twenty (120) calendar Seller shall have 60 days following from the Closing, the Sellers shall provide the Buyer with a draft receipt of the Allocation, which Initial Allocation shall to provide that (A) comments to Buyer with respect to the Initial Allocation. Buyer and Seller shall use reasonable efforts to resolve any asset that is plant, property or equipment or other depreciable tangible property, an amount equal to such asset’s tax basis shall be allocated and (B) disputes with respect to any asset the Initial Allocation. Any disputes that is an accounts receivable or similar asset, an amount equal have not been resolved within 30 days of Buyer’s receipt of Seller’s comments on the Initial Allocation shall be resolved pursuant to the cost resolution mechanism contained in Section 2.5(d). The Initial Allocation as finalized pursuant to this Section 1.5(a) is referred to as the “Allocation Statement.” (b) If there is any further adjustment with respect to the Total Consideration, Buyer will prepare and deliver any documents necessary to reflect such adjustment within 30 days of the asset shall any such adjustment. Buyer will permit Seller to review and comment on such documents, and Buyer will be allocated. Within thirty (30) calendar required to make such revisions to such documents as are reasonably requested by Seller in writing within 30 days following delivery of Seller’s receipt of such draft Allocationdocuments, the Buyer may deliver a written protest to the Sellers of any disagreement that the Buyer may have as to the draft Allocation, except to the extent such disagreement is inconsistent revisions are consistent with the requirements principles of Section 1060 of the Code; provided, that if . Buyer proposes that the value ascribed to the assets described in clause (A) of the immediately preceding sentence are any amounts other than the tax basis of each such asset, such valuation shall be supported by a third-party appraisal prepared by an appraiser mutually acceptable to Sellers and Buyer. The parties shall make reasonable, good faith efforts to Seller agree to a final Allocation (and Sellers shall agree to the portion of the Allocation determined by an appraisal pursuant to the immediately preceding proviso). If the parties are unable to resolve any such disagreement, Buyer and the Sellers shall each submit their proposed Total Consideration allocations to the Accounting Firm, who shall resolve any such disputes between the parties. Buyer shall bear fifty percent (50%) and Sellers shall bear fifty percent (50%) of the fees and expenses of the Accounting Firm and any appraiser related to the resolution of such dispute; provided, that if an appraisal is obtained at the request of Buyer but not used in any material respect, Buyer shall bear 100% of such fees and expenses. Each of the Buyer and the Sellers shall timely make any Tax filings required by applicable U.S. federal, state and/or local Laws with respect to the Allocation. Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (i) timely file any forms and additional Tax Returns required to be filed in connection pursuant to Section 1060 of the Code and applicable Law to reflect such revisions and to treat the Allocation Statement as adjusted pursuant to this Section 1.5(b) as the finalized Allocation Statement hereunder. (c) Buyer and Seller and each of their respective Affiliates will, with respect to the AllocationAllocation Statement (as finalized pursuant to this Section 1.5), (i) be bound by it for purposes of determining any Taxes, (ii) be bound by the Allocation for purposes of determining Taxes, (iii) prepare and file file, and cause their respective Affiliates to prepare and file, their Tax Returns (including IRS Form 8594) on a basis consistent with it, (iii) cooperate in the Allocationtimely filing of any forms (including IRS Form 8594) required to be filed with regard to it, including any amendments to any forms required pursuant to any applicable Law or this Agreement and (iv) except as required by Law, take no position position, and cause their Affiliates to take no position, inconsistent with the Allocation such statement on any applicable Tax Return, Return or in any Tax-related audit or proceeding before any taxing authority, in any report made for Tax, or otherwiseLegal Proceeding. In the event that If the Allocation Statement (as finalized pursuant to this Section 1.5) is disputed by any Taxing Authority, the party Party receiving notice of the dispute shall will promptly notify the other parties concerning resolution of Party, and the disputeParties agree (and will cause their respective Affiliates) to use their commercially reasonable efforts to defend such statement in any Tax-related audit or Legal Proceeding.

Allocation of Total Consideration. The Total Consideration shall be allocated among the assets of Purchased Assets as shall be mutually agreed upon between the Company in accordance with Section 1060 of Buyer and Seller prior to the Code, and the applicable Treasury Regulations promulgated thereunder Closing (the “Allocation”) (and each party agrees not to unreasonably withhold or delay its agreement thereto); provided, that no more than One Million United States Dollars ($1,000,000) of the Total Consideration shall be allocated to the covenant not to compete set forth in Section 7.20 hereof. Within one hundred twenty If (120i) calendar days following the ClosingInternal Revenue Service determines to contest the amount allocated pursuant to the Allocation to the covenant not to complete, then, the Sellers defense shall provide be jointly controlled by Buyer and Seller (with each party bearing its own expenses) and such contest shall not be pursued beyond an administrative appeal proceeding within the Buyer with a draft Internal Revenue Service; and (ii) upon final settlement of such contest, Seller is required to allocate more than One Million United States Dollars ($1,000,000) of the AllocationTotal Consideration to the covenant not to compete set forth in Section 7.20 hereof, which Allocation then Buyer shall provide that (A) with respect to any asset that is plant, property or equipment or other depreciable tangible property, pay Seller an amount equal to such asset’s tax basis shall be allocated and (B) with respect to any asset that is an accounts receivable or similar asset, an amount equal to the cost of the asset shall be allocated. Within thirty (30) calendar days following delivery of such draft Allocation, the Buyer may deliver a written protest to the Sellers of any disagreement that the Buyer may have as to the draft Allocation, except to the extent such disagreement is inconsistent with the requirements of Section 1060 of the Code; provided, that if Buyer proposes that the value ascribed to the assets described in clause (A) of the immediately preceding sentence are any amounts other than the tax basis of each such asset, such valuation shall be supported by a third-party appraisal prepared by an appraiser mutually acceptable to Sellers and Buyer. The parties shall make reasonable, good faith efforts to agree to a final Allocation (and Sellers shall agree to the portion of the Allocation determined by an appraisal pursuant to the immediately preceding proviso). If the parties are unable to resolve any such disagreement, Buyer and the Sellers shall each submit their proposed Total Consideration allocations to the Accounting Firm, who shall resolve any such disputes between the parties. Buyer shall bear fifty twenty percent (50%) and Sellers shall bear fifty percent (5020%) of the fees and expenses excess of the Accounting Firm amount of such allocation over One Million United States Dollars ($1,000,000). The Allocation shall be subject to modification as agreed to by Buyer and Seller to reflect the Final Purchase Price Adjustment or any appraiser related other adjustment to the resolution Total Consideration pursuant to this Agreement, and to the extent traceable to a particular Purchased Asset, as agreed to by Buyer and Seller, shall be allocated to, and thereby increase or decrease as the case may be, the purchase price of such dispute; providedPurchased Asset. To the extent that a component of the Final Purchase Price Adjustment or any other adjustment to the Total Consideration pursuant to this Agreement cannot be traced to a particular Purchased Asset, that if an appraisal is obtained at such component shall be apportioned among the request of Purchased Assets as agreed to by Buyer but not used in any material respect, Buyer shall bear 100% of such fees and expensesSeller. Each party to this Agreement agrees that it will report the transaction completed pursuant to this Agreement (including, without limitation, the filing of the Buyer and the Sellers shall timely make any Tax filings required by applicable U.S. federal, state and/or local Laws with respect to the Allocation. Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(aInternal Revenue Service Form 8594) of the Code), (i) timely file any forms and Tax Returns required to be filed in connection with the Allocation, (ii) be bound by the Allocation for purposes of determining Taxes, (iii) prepare and file Tax Returns on a basis consistent accordance with the Allocation, and (iv) that no party will take no a position inconsistent with the Allocation on any unless otherwise required by applicable Tax Return, in any audit or proceeding before any taxing authority, in any report made for Tax, or otherwise. In the event that the Allocation is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other parties concerning resolution of the disputeLaw.

Allocation of Total Consideration. The Within 90 days after the Closing Date, the Buyer shall prepare or have prepared and deliver to the Seller a schedule (an “Allocation Schedule”) allocating the Total Consideration shall be allocated among the assets of Sold Assets immediately after Closing, in such amounts reasonably determined by the Company in accordance Buyer to be consistent with Section 1060 of the CodeCode and the Treasury Regulations thereunder; provided however the Seller and the Buyer will agree upon the portion of the Total Consideration to be allocated to the Seller Owned Real Property at or before the Closing. (a) The Seller shall have a period of five Business Days after the delivery of the Allocation Schedule (the “Response Period”) to present in writing to the Buyer notice of any objections the Seller may have to the allocations set forth therein (an “Objections Notice”). Unless the Seller timely objects, such Allocation Schedule shall be binding on the parties without further adjustment, absent manifest error. (b) The Seller shall raise any objections within the Response Period, and the applicable Treasury Regulations promulgated thereunder (Buyer and the “Allocation”)Seller shall negotiate in good faith and use their reasonable best efforts to resolve such dispute. Within one hundred twenty (120) calendar If the parties fail to agree within 15 days following after the Closing, the Sellers shall provide the Buyer with a draft delivery of the AllocationObjections Notice, which Allocation shall provide that (A) with respect to any asset that is plant, property or equipment or other depreciable tangible property, an amount equal to such asset’s tax basis then the disputed items shall be allocated and (B) with respect to any asset that is an accounts receivable or similar assetresolved by the CPA Firm, an amount equal to the cost of the asset whose determination shall be allocated. Within thirty (30) calendar days following delivery of such draft Allocation, final and binding on the Buyer may deliver a written protest to the Sellers of any disagreement parties; provided that the Buyer may have as to CPA Firm shall not adjust the draft Allocation, Allocation Schedule except to the extent such disagreement the Allocation Schedule is inconsistent (and no more than necessary to make the Allocation Schedule consistent) with the requirements of Section 1060 of the Code; provided, that if Buyer proposes that the value ascribed to the assets described in clause (A) of the immediately preceding sentence are any amounts other than the tax basis of each such asset, such valuation shall be supported by a third-party appraisal prepared by an appraiser mutually acceptable to Sellers and BuyerAgreed Principles. The parties shall make reasonable, good faith efforts to agree to a final Allocation (and Sellers shall agree to the portion of the Allocation determined by an appraisal pursuant to the immediately preceding proviso). If the parties are unable to resolve any such disagreement, Buyer and the Sellers shall each submit their proposed Total Consideration allocations to the Accounting Firm, who CPA Firm shall resolve any such disputes between the partiesdispute within 30 days after the item has been referred to it. Buyer shall bear fifty percent (50%) and Sellers shall bear fifty percent (50%) of the The costs, fees and expenses of the Accounting CPA Firm shall be borne equally by the Seller and any appraiser related to the resolution of such dispute; providedBuyer. (c) The Buyer and the Seller, that if an appraisal is obtained at the request of Buyer and their respective Affiliates, shall report, act and file Tax Returns (including, but not used limited to, Internal Revenue Service Form 8594) in any material respectall respects and for all purposes consistent with the Allocation Schedule, Buyer shall bear 100% as modified by agreement of such fees and expensesthe parties or by determination above (the “Final Allocation Schedule”). Each of the Buyer and the Sellers shall timely make Seller hereby covenants and agrees that such Person and its respective Affiliates will not take a position on any Tax filings required by applicable U.S. federal, state and/or state, local Laws with respect to the Allocation. Each of the Parties and their respective Affiliates shallor foreign income, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code)franchise, (i) timely file excise, sales or other Tax Return, before any forms and Tax Returns required to be filed in connection Governmental Authority charged with the Allocationcollection of any income, (ii) be bound by the Allocation for purposes of determining Taxesfranchise, (iii) prepare and file Tax Returns on a basis consistent with the Allocationexcise, and (iv) take no position sales or other Tax, or in any Proceeding, that is in any way inconsistent with the Allocation on any applicable Tax Return, in any audit or proceeding before any taxing authority, in any report made for Tax, or otherwise. In the event that the Allocation is disputed by any Taxing Authority, the party receiving notice terms of the dispute shall promptly notify the other parties concerning resolution of the dispute.this Section 2.7

Allocation of Total Consideration. The Total Consideration Consideration, the Assumed Liabilities and any other amounts treated as consideration pursuant to applicable Law shall be allocated among the assets of Sold Assets using the Company in accordance with Section 1060 of the Code, and the applicable Treasury Regulations promulgated thereunder methodology set forth on Schedule 2.5 (the “Allocation”). Within one hundred twenty (120) calendar days following The Buyer shall deliver to the Closing, the Sellers shall provide the Buyer with Seller a draft proposed Allocation of the Allocationamount allocated among the Sold Assets and Assumed Liabilities no later than ninety (90) days after the Closing Date, which Allocation shall and the Seller will provide that (A) any written comments, questions or objections with respect to any asset that is plant, property or equipment or other depreciable tangible property, an amount equal to such asset’s tax basis shall be allocated and (B) with respect to any asset that is an accounts receivable or similar asset, an amount equal to the cost of the asset shall be allocated. Within thereto no later than thirty (30) calendar days following after the delivery of such draft the proposed Allocation, . The Parties shall cooperate in good faith to resolve any dispute regarding the Buyer may deliver a written protest to the Sellers of any disagreement Allocation. The Parties agree that the Buyer may have as Allocation of the Total Consideration pursuant to Schedule 2.5 is in accordance with the draft Allocationfair market value of such Sold Assets and Assumed Liabilities and Section 1060 of the Code and, except to the extent such disagreement is not inconsistent therewith, any other applicable Tax Law. The Parties shall cooperate to comply with all substantive and procedural requirements of Section 1060 of the Code and any Treasury Regulations thereunder and, to the extent not inconsistent therewith, any other applicable Tax Law, and the Allocation shall be adjusted and/or supplemented if, and to the extent, necessary to comply with the requirements of Section 1060 of the Code; provided. Neither the Buyer nor the Seller will take, that nor permit any 18 Affiliate to take, any position inconsistent with the Allocations as finally determined by the Parties or, if Buyer proposes that the value ascribed to the assets described in clause (A) of the immediately preceding sentence are any amounts other than the tax basis of each such assetapplicable, such valuation shall be supported by a third-party appraisal prepared by an appraiser mutually acceptable to Sellers and Buyer. The parties shall make reasonable, good faith efforts to agree to a final Allocation (and Sellers shall agree to the portion of the Allocation determined by an appraisal pursuant to the immediately preceding proviso). If the parties are unable to resolve any such disagreement, Buyer and the Sellers shall each submit their proposed Total Consideration allocations to the Accounting Firm, who shall resolve any such disputes between the parties. Buyer shall bear fifty percent (50%) and Sellers shall bear fifty percent (50%) of the fees and expenses of the Accounting Firm and any appraiser related to the resolution of such dispute; provided, that if an appraisal is obtained at the request of Buyer but not used in any material respect, Buyer shall bear 100% of such fees and expensesadjusted or supplemental allocation. Each of the Buyer Seller and the Sellers Buyer agrees that it shall timely make attach to its Tax Returns for the tax year in which the Closing shall occur an information statement on Form 8594, which shall be completed in accordance with the allocations set forth on Schedule 2.5, and shall, and shall cause their respective Affiliates to, cooperate with each other in preparing and filing any supplements to such form as may be required under Section 1060 of the Code and any other applicable Tax filings required by applicable U.S. federal, state and/or local Laws Law. The Parties agree to notify each other with respect to the Allocation. Each initiation of the Parties and their respective Affiliates shallany inquiry, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code)claim, (i) timely file any forms and Tax Returns required to be filed in connection with the Allocationassessment, (ii) be bound by the Allocation for purposes of determining Taxes, (iii) prepare and file Tax Returns on a basis consistent with the Allocation, and (iv) take no position inconsistent with the Allocation on any applicable Tax Return, in any audit or proceeding before Proceeding by any taxing authorityTaxing Authority relating to the allocations and agree to consult with each other with respect to any such inquiry, in any report made for Taxclaim, assessment, audit or otherwise. In the event that the Allocation is disputed Proceeding by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other parties concerning resolution of the dispute.