Common use of Intended Tax Treatment; Allocation of Purchase Price Clause in Contracts

Intended Tax Treatment; Allocation of Purchase Price. (a) The Parties intend that, for U.S. federal (and applicable state and local) income tax purposes, (i) the purchase and sale of the Acquired Interests pursuant to this Agreement will be characterized and reported as a taxable purchase and sale of all of the Assets of the Company pursuant to Section 1001 of the Code, and (ii) the Sellers (or their regarded owner) shall be treated as the owner of the Indemnity Holdback Escrow Account on and after the Closing Date (unless and until it is paid to Buyer) and earning any income earned in respect thereof (such treatment, the “Intended Tax Treatment”). (b) Buyer shall prepare and deliver to Sellers no later than 120 days after the Closing Date a proposed allocation of the Unadjusted Purchase Price (and taking into account any other items included in computing consideration for applicable income Tax purposes (to the extent known at such time)), in the aggregate, among the Assets for U.S. federal income Tax purposes in accordance with Exhibit H and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). Sellers shall review and provide any comments to such Allocation within 30 days of its receipt thereof, and Buyer shall consider in good faith any timely comments received from Sellers and, if necessary, revise the Allocation. The Parties will work together in good faith to resolve any disputes (including any of Sellers’ comments not incorporated by Buyer) relating to the Allocation and incorporate such resolutions into the Allocation. In the event that such agreement has not been reached within 30 days following Bxxxx’s receipt of Sellers’ comments to the Allocation, the unresolved disputed items will be determined by the Accounting Firm in accordance with Exhibit H, and such determination will be binding on the Parties and be taken into account in the Allocation. Each Party will pay one half of the fees and expenses of the Accounting Firm in connection with such determination. (c) The Parties shall, and shall cause their Affiliates to: (a) update the Allocation in a manner consistent with Exhibit H and Section 1060 of the Code following any adjustment to the Unadjusted Purchase Price (and other items taken into account in computing consideration for applicable income Tax purposes) pursuant to this Agreement; (b) file all Tax Returns (including, a United States Internal Revenue Service Form 8594) in a manner consistent with the Allocation, as adjusted, and the Intended Tax Treatment except as otherwise required by a final “determination” pursuant to Section 1313 of the Code (or similar provision of state, local or non-U.S. Law); and (c) promptly inform one another in writing of any Tax Proceeding related to the matters in this Section 2.4 and consult and keep one another reasonably informed with respect to the status of such Tax Proceeding; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with the Allocation or the Intended Tax Treatment.

Intended Tax Treatment; Allocation of Purchase Price. (ai) The Parties intend Buyer and Seller agree that, for U.S. federal (and applicable state and local) local income tax purposes, (i) the sale and purchase and sale of the Acquired Interests pursuant to as set forth in this Agreement will be characterized treated, in each case and reported with respect to each Company Group Member, as a taxable sale and purchase and sale of all of the Assets ownership interests of the Company pursuant to an entity that is disregarded as an entity separate from Seller in accordance with Section 1001 of the CodeCode and, therefore, as the sale and purchase of all of the assets owned by Seller, which assets shall include: (A) all the assets of TransCore Partners, LLC, TLP Holdings LLC, Amtech Systems, LLC, TransCore Atlantic, LLC, TransCore, LP, TransCore ITS, LLC and Viastar Services, LP, each of which is an entity that is disregarded as an entity separate from Seller at the time of such sale and purchase, including pursuant to the Pre-Sale Restructuring, and (iiB) the Sellers (or their regarded owner) shall be any other entity treated as the owner of the Indemnity Holdback Escrow Account on and after the Closing Date an entity disregarded as separate from Seller (unless and until it is paid to Buyer) and earning any income earned in respect thereof (such treatmentcollectively, the “Intended Tax Treatment”). The Parties intend that the Transactions qualify for the Intended Tax Treatment, and each Party shall, and shall cause its respective Affiliates, to take such actions (including filing all relevant Tax Returns or any required Tax elections, including under Section 338(h)(10) of the Code and/or Section 336(e) of the Code) in a manner to cause the Transactions to so qualify. (bii) Buyer shall prepare and deliver to Sellers no later than 120 days after Seller agree that, for Buyer’s and Seller’s respective federal, state and local income tax purposes, the Closing Date a proposed allocation of the Unadjusted Purchase Price (plus assumed liabilities and taking into account any other relevant items included in computing consideration for applicable income Tax purposes (if any), to the extent known at such time)), in properly taken into account under the aggregate, Code) (the “Taxable Purchase Price”) shall be allocated among the Assets assets of each Company Group Member (including any successor thereof) treated as disregarded from Seller for U.S. federal income Tax purposes in accordance a manner consistent with Exhibit H and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). Sellers shall review and provide any comments to such Allocation within 30 days of its receipt thereof, and Buyer shall consider in good faith any timely comments received from Sellers and, if necessary, revise the Allocation. The Parties will work together in good faith to resolve any disputes (including any of Sellers’ comments not incorporated by Buyer) relating to the Allocation and incorporate such resolutions into the Allocation. In the event that such agreement has not been reached within 30 days following Bxxxx’s receipt of Sellers’ comments to the Allocation, the unresolved disputed items will be determined by the Accounting Firm in accordance with Exhibit H, and such determination will be binding on the Parties and be taken into account in the Allocation. Each Party will pay one half of the fees and expenses of the Accounting Firm in connection with such determination. (c) The Parties shall, and shall cause their Affiliates to: (a) update the Allocation in a manner consistent with Exhibit H and Section 1060 of the Code following any adjustment to the Unadjusted Purchase Price (and other items taken into account in computing consideration for applicable income Tax purposes) pursuant to this Agreement; (b) file all Tax Returns (including, a United States Internal Revenue Service Form 8594) in a manner consistent with the Allocation, as adjusted, and the Intended Tax Treatment except as otherwise required by a final “determination” pursuant to Section 1313 of the Code (or similar provision of state, local or non-U.S. applicable Law, as appropriate); . The portion of such Taxable Purchase Price allocable to the outstanding capital stock of Amtech World Corporation pursuant to this Section 6.8(j)(ii) shall be allocated pursuant to Section 6.8(m) to the extent applicable. (iii) Within 120 days after the Closing, Buyer shall prepare and deliver to Seller a schedule (ca “Draft Allocation Schedule”) promptly inform one another allocating the Taxable Purchase Price among the assets of each Company Group Member (including any successor thereof) described in Section 6.8(j)(ii) in such amounts reasonably determined by Buyer to be consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If the Purchase Price is adjusted pursuant to Section 2.6 and Section 6.8(k), the Draft Allocation Schedule shall be adjusted by Buyer in its good faith discretion. (iv) Seller shall have a period of 30 Business Days from the date of receipt of the Draft Allocation Schedule to present in writing to Buyer notice of any Tax Proceeding related objections Seller may have to the matters allocations set forth therein. If Seller shall raise any objections within such period, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such dispute. If the parties fail to agree within 15 Business Days after the delivery of Seller’s notice of objection, then the disputed items shall be resolved by the Independent Accountant pursuant to the mechanics described in Section 2.6(b), and the costs of the Independent Accountant in resolving any dispute under this Section 2.4 6.8(j)(iv) shall be shared equally between Buyer and consult Seller. (v) Buyer agrees to act, and keep one another reasonably informed Seller agrees to act, in accordance with the Final Allocation Schedule for all applicable Tax purposes, including with respect to any forms or reports (including IRS Form 8594) required to be filed pursuant to Section 1060 of the status Code, the Treasury Regulations promulgated thereunder, or any other provisions of applicable Law, and to cooperate in the preparation of any such Tax Proceeding; providedforms or reports, howeverto provide the other party promptly with any information required to complete such forms or reports, and to timely file such forms or reports in the manner required by applicable Law. Buyer shall not take, and Seller shall not take, any position that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection is inconsistent with the Final Allocation or the Intended Tax Treatment.Schedule in any

Intended Tax Treatment; Allocation of Purchase Price. (a) The Parties intend thatagree to treat the purchase, and sale of the Interests under this Agreement for U.S. federal Income Tax purposes (and applicable state and locallocal Income Tax purposes) income tax purposes, (i) the purchase and sale of the Acquired Interests pursuant to this Agreement will be characterized and reported as a taxable purchase and sale by Buyer of all of the Assets an undivided interest in assets of the Company pursuant to Section 1001 (including for this purpose the assets of any Subsidiary of the Code, Company that is disregarded for Tax purposes and the equity of any Subsidiary of the Company that is regarded for Tax purposes (ii) including the Sellers (or their regarded owner) shall be stock of any Subsidiary of the Company treated as the owner of the Indemnity Holdback Escrow Account on and after the Closing Date a “C-corporation” for Tax purposes)) from Seller (unless and until it is paid to Buyer) and earning any income earned in respect thereof (such treatment, the “Intended Tax Treatment”). (b) Buyer . For applicable Income Tax purposes, the Parties shall prepare allocate the Final Purchase Price, together with any assumed Liabilities, costs, payments and deliver to Sellers no later than 120 days after the Closing Date a proposed allocation of the Unadjusted Purchase Price (and taking into account any other items included in computing consideration required to be treated as “consideration” or sale proceeds or other adjustments required for applicable income Income Tax purposes (to the extent known at such time)), in the aggregate, “Allocable Consideration”) among the Assets for U.S. federal income Tax purposes assets of the Company in accordance with Exhibit H and the provisions of Section 1060 of the Code and Code, the Treasury Regulations promulgated thereunder thereunder, and the methodology set forth on Exhibit A (the “AllocationAllocation Methodology”). Sellers Within ninety (90) days following the determination of Final Purchase Price, in accordance with Section 1.02, Buyer shall deliver to Seller a draft allocation schedule of the Allocable Consideration among the assets of the Company (the “Allocation Schedule”) for Seller’s review and comment, which Allocation Schedule shall be prepared in accordance with the Allocation Methodology. If Seller does not provide Buyer with comments within thirty (30) days following receipt of such Allocation Schedule (the “Allocation Review Period”), Seller shall be deemed to have accepted such Allocation Schedule as prepared by Buyer. If Seller raises any comments objection to such Allocation Schedule within 30 days of its receipt thereofsuch Allocation Review Period, and Buyer shall consider in good faith any timely comments received from Sellers and, if necessary, revise the Allocation. The Parties will work together negotiate in good faith to resolve such objection(s). If the Parties are unable to resolve any disputes (including any of Sellers’ comments not incorporated by Buyer) relating such dispute, the dispute shall be referred to the Allocation Accounting Expert for resolution in accordance with the procedures described in Section 1.02(d), and incorporate such resolutions into the Allocation. In the event that such agreement has not been reached within 30 days following Bxxxx’s receipt of Sellers’ comments to the Allocation, the unresolved disputed items will be determined any determination by the Accounting Firm in accordance with Exhibit H, and such determination will Expert shall be binding on the Parties and be taken into account in the Allocationfinal. Each Party will pay one half of the The fees and expenses of the Accounting Firm Expert shall be borne by the parties in connection accordance with such determination. (c) the methodology set forth in Section 1.02(d). The Parties shall, and shall cause agree to file their Affiliates to: (a) update respective Tax Returns in accordance with the Allocation in a manner consistent with Exhibit H and Section 1060 of the Code following any adjustment to the Unadjusted Purchase Price (and other items taken into account in computing consideration for applicable income Tax purposes) pursuant to this Agreement; (b) file all Tax Returns (including, a United States Internal Revenue Service Form 8594) in a manner consistent with the Allocation, as adjusted, Schedule and the Intended Tax Treatment. No Party shall take or permit others to take on its behalf any position (whether in connection with a Tax audit, a Tax Return, Tax proceeding, or otherwise) that is inconsistent with the Intended Tax Treatment except as otherwise or Allocation Schedule unless required by to do so pursuant to a final “determination” pursuant to within the meaning of Section 1313 1313(a) of the Code (or similar provision of state, local or non-U.S. other applicable Law); and (c) promptly inform one another in writing of any Tax Proceeding related to the matters in this Section 2.4 and consult and keep one another reasonably informed with respect to the status of such Tax Proceeding; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with the Allocation or the Intended Tax Treatment.

Intended Tax Treatment; Allocation of Purchase Price. (a) The Parties intend thatagree to treat the purchase, and sale of the Interests under this Agreement for U.S. federal income Tax purposes (and applicable state and local) local income tax purposes, (i) the Tax purposes as a purchase and sale of an undivided interests in assets of the Acquired Interests pursuant to this Agreement will be characterized and reported as a taxable purchase and sale of all of the Assets of the Company pursuant to Section 1001 of the Code, and Companies from Seller (ii) the Sellers (or their regarded owner) shall be treated as the owner of the Indemnity Holdback Escrow Account on and after the Closing Date (unless and until it is paid to Buyer) and earning any income earned in respect thereof (such treatment, the “Intended Tax Treatment”). (b) Buyer . For applicable income Tax purposes, the Parties shall prepare allocate the Purchase Price, together with any assumed liabilities, costs, payments and deliver to Sellers no later than 120 days after the Closing Date a proposed allocation of the Unadjusted Purchase Price (and taking into account any other items included in computing consideration required to be treated as “consideration” or sale proceeds for applicable income Tax purposes (to the extent known at such time)), in the aggregate, “Allocable Consideration”) among the Assets for U.S. federal income Tax purposes assets of the Acquired Companies in accordance with Exhibit H and the provisions of Section 1060 of the Code and Code, the Treasury Regulations promulgated thereunder thereunder, and the methodology set forth on Exhibit F (the “AllocationAllocation Methodology”). Sellers Within ninety (90) days following the determination of Final Net Working Capital, in accordance with Section 1.02, the Buyer shall deliver to the Seller’s Representative a draft allocation schedule of the Allocable Consideration among the assets of the Acquired Companies (the “Allocation Schedule”) for Seller’s Representative’s review and comment, which Allocation Schedule shall be prepared in accordance with the Allocation Methodology. If Seller’s Representative does not provide Buyer with comments within thirty (30) days following receipt of such Allocation Schedule (the “Allocation Review Period”), Seller’s Representative shall be deemed to have accepted such Allocation Schedule as prepared by the Buyer. If Seller’s Representative raises any comments objection to such Allocation Schedule within 30 days of its receipt thereofsuch Allocation Review Period, and Buyer shall consider in good faith any timely comments received from Sellers and, if necessary, revise the Allocation. The Parties will work together negotiate in good faith to resolve any disputes (including any of Sellers’ comments not incorporated by Buyer) relating such objection(s). The Parties agree to the Allocation and incorporate such resolutions into the Allocation. In the event that such agreement has not been reached within 30 days following Bxxxx’s receipt of Sellers’ comments to the Allocation, the unresolved disputed items will be determined by the Accounting Firm file their respective Tax Returns in accordance with Exhibit H, and such determination will be binding on the Parties and be taken into account in the Allocation. Each Party will pay one half of the fees and expenses of the Accounting Firm in connection with such determination. (c) The Parties shall, and shall cause their Affiliates to: (a) update the Allocation in a manner consistent with Exhibit H and Section 1060 of the Code following any adjustment to the Unadjusted Purchase Price (and other items taken into account in computing consideration for applicable income Tax purposes) pursuant to this Agreement; (b) file all Tax Returns (including, a United States Internal Revenue Service Form 8594) in a manner consistent with the Allocation, as adjusted, Schedule and the Intended Tax Treatment. No Party shall take or permit others to take on its behalf any position (whether in connection with a Tax audit, a Tax Return, Tax proceeding, or otherwise) that is inconsistent with the Intended Tax Treatment except as otherwise or Allocation Schedule unless required by to do so pursuant to a final “determination” pursuant to within the meaning of Section 1313 1313(a) of the Code (or similar provision of state, local or non-U.S. other applicable Law); and (c) promptly inform one another in writing of any Tax Proceeding related to the matters in this Section 2.4 and consult and keep one another reasonably informed with respect to the status of such Tax Proceeding; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with the Allocation or the Intended Tax Treatment.

Intended Tax Treatment; Allocation of Purchase Price. (a) The Parties intend that, for For U.S. federal (and applicable state and local) income tax local Tax purposes, the Parties acknowledge and agree that: (i) The purchase and sale of the Membership Interests in Smooth Bourbon shall be treated as a transaction described in Revenue Ruling 99-5, Situation 1, with the following consequences: (A) Smooth Bourbon will be converted from a disregarded entity to a partnership when the Buyer purchases the Membership Interests in Smooth Bourbon from Seller, (B) Buyer’s purchase of 50% of the membership interests in Smooth Bourbon will be treated as the purchase of an undivided 50% interest in each of Smooth Bourbon’s assets, which are treated as held directly by Seller for federal tax purposes prior to the First Closing, and (C) immediately after the First Closing, Seller and 20 Buyer will be treated as contributing their respective interests in the assets of Smooth Bourbon to a partnership in exchange for ownership interests in the partnership. (ii) The assets of Nugget Sparks are treated as held directly by Seller for federal tax purposes prior to the Second Closing and the purchase and sale of the Acquired Membership Interests in Nugget Sparks shall be treated as a sale by Seller to Buyer of all of the assets of Nugget Sparks. (b) Subject to the provisions of this Section 2.05, following each Closing, Buyer shall prepare a schedule (the “Purchase Price Allocation Schedule”) allocating an amount equal to the payments made, and expenses incurred and Liabilities deemed assumed, in connection with this Agreement that is treated as the purchase price for U.S. federal income Tax purposes (the “Tax Purchase Price”), among (i) in the case of Smooth Bourbon, an undivided 50% interest in each of the assets Smooth Bourbon, and (ii) in the case of Nugget Sparks, the assets of Nugget Sparks. Such allocation shall be consistent with the provisions of Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state or local Laws, as applicable, and the procedures and methodology set forth in Schedule 2.05; provided, however, that the parties agree that the amount allocated to any land (i.e. real property excluding any improvements thereon) owned by Smooth Bourbon, LLC will be $10,565,253.68. Buyer shall adjust the Purchase Price Allocation Schedule from time to time to account for any adjustments to the Purchase Price provided in this Agreement, which adjusted Purchase Price Allocation Schedule shall be provided in draft form and finalized as provided in Section 2.05(c). The Parties shall take no position contrary to the Purchase Price Allocation Schedule in any Tax Return or other Tax filing or proceeding; provided, however, that nothing contained herein shall prevent Buyer, Seller or their respective Affiliates from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Purchase Price Allocation Schedule, and none of Buyer, Seller or their respective Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging the Purchase Price Allocation Schedule; provided further that it will not be inconsistent with the Purchase Price Allocation Schedule for (i) the tax basis for the assets after the purchase by Buyer pursuant to this Agreement will to differ from the total amount allocated in the Purchase Price Allocation Schedule to reflect capitalized acquisition costs not included in the Tax Purchase Price, (ii) the amount realized by Seller to differ from the Tax Purchase Price to reflect transaction costs that reduce the amount realized for U.S. federal income Tax purposes and (iii) Buyer’s and Seller’s cost and amount realized, respectively, to differ from the Tax Purchase Price to take into account differences between the Purchase Price and the Tax Purchase Price, and any other payments to Seller treated as purchase price for the assets deemed purchased by Buyer pursuant to this Agreement for U.S. federal income Tax purposes, and any adjustments to the foregoing hereunder. In the event that the Purchase Price Allocation Schedule is disputed by any Governmental Authority, the Party receiving notice of such dispute shall promptly notify the other Party hereto concerning the existence and resolution of such dispute. (c) Buyer shall deliver (or cause to be characterized and reported as delivered) a taxable purchase and sale of all draft of the Assets Purchase Price Allocation Schedule (and any adjustments thereto) to Seller for Seller’s review and comment no later than sixty (60) days after the First Closing, with respect to the transactions consummated at the first Closing, and no later than sixty (60) days after final determination of the Company Closing Statement (in accordance with Section 2.04) applicable to the Second Closing, with respect to the transactions consummated at the Second Closing, and shall consider all such comments in good faith. If within thirty (30) days after Seller’s receipt of a draft Purchase Price Allocation Schedule, Seller has not objected in writing to such draft Purchase Price Allocation Schedule, then such draft Purchase Price Allocation Schedule shall become the final Purchase Price Allocation Schedule with respect to the matters addressed therein (as it may be subject to adjustment from time to time pursuant to Section 1001 2.05(b)). In the event that Seller objects in writing within such thirty-day (30-day) period, Buyer shall consider such objections in good faith and shall negotiate with Seller in good faith to resolve any outstanding disagreements. If Seller and Buyer are unable to reach agreement within thirty (30) days after the date of the CodeSeller’s notice of objection, then (i) such dispute shall be resolved, and (ii) the Sellers final Purchase Price Allocation Schedule (or their regarded owneras it may be subject to adjustment from time to time pursuant to Section 2.05(b)) shall be treated as the owner of the Indemnity Holdback Escrow Account on and after the Closing Date (unless and until it is paid to Buyer) and earning any income earned in respect thereof (such treatment, the “Intended Tax Treatment”). (b) Buyer shall prepare and deliver to Sellers no later than 120 days after the Closing Date a proposed allocation of the Unadjusted Purchase Price (and taking into account any other items included in computing consideration for applicable income Tax purposes (to the extent known at such time)), in the aggregate, among the Assets for U.S. federal income Tax purposes in accordance with Exhibit H and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). Sellers shall review and provide any comments to such Allocation within 30 days of its receipt thereof, and Buyer shall consider in good faith any timely comments received from Sellers and, if necessary, revise the Allocation. The Parties will work together in good faith to resolve any disputes (including any of Sellers’ comments not incorporated by Buyer) relating to the Allocation and incorporate such resolutions into the Allocation. In the event that such agreement has not been reached within 30 days following Bxxxx’s receipt of Sellers’ comments to the Allocation, the unresolved disputed items will be determined by the Accounting Firm in accordance with Exhibit Hthe allocation methodology set forth in Schedule 2.05(b). The final Purchase Price Allocation Schedule (as it may be subject to adjustment from time to time pursuant to Section 2.05(b)), as agreed upon by Buyer and such determination will Seller or otherwise determined pursuant to this Section 2.05(c), shall be final and binding on upon the Parties and be taken into account in subject to the Allocationprovisions of Section 2.05(b). Each Party will pay one half of Buyer and Seller shall bear all of their own respective fees, costs and expenses incurred in connection with the determination of the fees final Purchase Price Allocation Schedule (as it may be subject to adjustment from time to time pursuant to Section 2.05(b)), except that Buyer and Seller (collectively) shall each pay one-half (50%) of the fees, costs and expenses of the Accounting Firm in connection with such determinationFirm, if any. (c) The Parties shall, and shall cause their Affiliates to: (a) update the Allocation in a manner consistent with Exhibit H and Section 1060 of the Code following any adjustment to the Unadjusted Purchase Price (and other items taken into account in computing consideration for applicable income Tax purposes) pursuant to this Agreement; (b) file all Tax Returns (including, a United States Internal Revenue Service Form 8594) in a manner consistent with the Allocation, as adjusted, and the Intended Tax Treatment except as otherwise required by a final “determination” pursuant to Section 1313 of the Code (or similar provision of state, local or non-U.S. Law); and (c) promptly inform one another in writing of any Tax Proceeding related to the matters in this Section 2.4 and consult and keep one another reasonably informed with respect to the status of such Tax Proceeding; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with the Allocation or the Intended Tax Treatment.

Intended Tax Treatment; Allocation of Purchase Price. (a) The Parties intend that, for U.S. federal (and applicable state and local) income tax purposes, (i) the purchase and sale of the Acquired Interests pursuant to this Agreement will be characterized and reported as a taxable purchase and sale of all of the Assets of the Company pursuant to Section 1001 of the Code, and (ii) the Sellers (or their regarded owner) shall be treated as the owner of the Indemnity Holdback Escrow Account on and after the Closing Date (unless and until it is paid to Buyer) and earning any income earned in respect thereof (such treatment, the “Intended Tax Treatment”). (b) Buyer shall prepare and deliver to Sellers no later than 120 days after the Closing Date a proposed allocation of the Unadjusted Purchase Price (and taking into account any other items included in computing consideration for applicable income Tax purposes (to the extent known at such time)), in the aggregate, among the Assets for U.S. federal income Tax purposes in accordance with Exhibit H and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). Sellers shall review and provide any comments to such Allocation within 30 days of its receipt thereof, and Buyer shall consider in good faith any timely comments received from Sellers and, if necessary, revise the Allocation. The Parties will work together in good faith to resolve any disputes (including any of Sellers’ comments not incorporated by Buyer) relating to the Allocation and incorporate such resolutions into the Allocation. In the event that such agreement has not been reached within 30 days following BxxxxXxxxx’s receipt of Sellers’ comments to the Allocation, the unresolved disputed items will be determined by the Accounting Firm in accordance with Exhibit H, and such determination will be binding on the Parties and be taken into account in the Allocation. Each Party will pay one half of the fees and expenses of the Accounting Firm in connection with such determination. (c) The Parties shall, and shall cause their Affiliates to: (a) update the Allocation in a manner consistent with Exhibit H and Section 1060 of the Code following any adjustment to the Unadjusted Purchase Price (and other items taken into account in computing consideration for applicable income Tax purposes) pursuant to this Agreement; (b) file all Tax Returns (including, a United States Internal Revenue Service Form 8594) in a manner consistent with the Allocation, as adjusted, and the Intended Tax Treatment except as otherwise required by a final “determination” pursuant to Section 1313 of the Code (or similar provision of state, local or non-U.S. Law); and (c) promptly inform one another in writing of any Tax Proceeding related to the matters in this Section 2.4 and consult and keep one another reasonably informed with respect to the status of such Tax Proceeding; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with the Allocation or the Intended Tax Treatment.

Intended Tax Treatment; Allocation of Purchase Price. (a) The Parties intend that, for For U.S. federal (and applicable state and local) income tax local Tax purposes, the Parties acknowledge and agree that: (i) The purchase and sale of the Membership Interests in Smooth Bourbon shall be treated as a transaction described in Revenue Ruling 99-5, Situation 1, with the following consequences: (A) Smooth Bourbon will be converted from a disregarded entity to a partnership when the Buyer purchases the Membership Interests in Smooth Bourbon from Seller, (B) Buyer’s purchase of 50% of the membership interests in Smooth Bourbon will be treated as the purchase of an undivided 50% interest in each of Smooth Bourbon’s assets, which are treated as held directly by Seller for federal tax purposes prior to the First Closing, and (C) immediately after the First Closing, Seller and Xxxxx will be treated as contributing their respective interests in the assets of Smooth Bourbon to a partnership in exchange for ownership interests in the partnership. (ii) The assets of Nugget Sparks are treated as held directly by Seller for federal tax purposes prior to the Second Closing and the purchase and sale of the Acquired Membership Interests in Nugget Sparks shall be treated as a sale by Seller to Buyer of all of the assets of Nugget Sparks. (b) Subject to the provisions of this Section 2.05, following each Closing, Buyer shall prepare a schedule (the “Purchase Price Allocation Schedule”) allocating an amount equal to the payments made, and expenses incurred and Liabilities deemed assumed, in connection with this Agreement that is treated as the purchase price for U.S. federal income Tax purposes (the “Tax Purchase Price”), among (i) in the case of Smooth Bourbon, an undivided 50% interest in each of the assets Smooth Bourbon, and (ii) in the case of Nugget Sparks, the assets of Nugget Sparks. Such allocation shall be consistent with the provisions of Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state or local Laws, as applicable, and the procedures and methodology set forth in Schedule 2.05; provided, however, that the parties agree that the amount allocated to any land (i.e. real property excluding any improvements thereon) owned by Smooth Bourbon, LLC will be $10,565,253.68. Buyer shall adjust the Purchase Price Allocation Schedule from time to time to account for any adjustments to the Purchase Price provided in this Agreement, which adjusted Purchase Price Allocation Schedule shall be provided in draft form and finalized as provided in Section 2.05(c). The Parties shall take no position contrary to the Purchase Price Allocation Schedule in any Tax Return or other Tax filing or proceeding; provided, however, that nothing contained herein shall prevent Buyer, Seller or their respective Affiliates from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Purchase Price Allocation Schedule, and none of Buyer, Seller or their respective Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging the Purchase Price Allocation Schedule; provided further that it will not be inconsistent with the Purchase Price Allocation Schedule for (i) the tax basis for the assets after the purchase by Buyer pursuant to this Agreement will to differ from the total amount allocated in the Purchase Price Allocation Schedule to reflect capitalized acquisition costs not included in the Tax Purchase Price, (ii) the amount realized by Seller to differ from the Tax Purchase Price to reflect transaction costs that reduce the amount realized for U.S. federal income Tax purposes and (iii) Buyer’s and Seller’s cost and amount realized, respectively, to differ from the Tax Purchase Price to take into account differences between the Purchase Price and the Tax Purchase Price, and any other payments to Seller treated as purchase price for the assets deemed purchased by Buyer pursuant to this Agreement for U.S. federal income Tax purposes, and any adjustments to the foregoing hereunder. In the event that the Purchase Price Allocation Schedule is disputed by any Governmental Authority, the Party receiving notice of such dispute shall promptly notify the other Party hereto concerning the existence and resolution of such dispute. (c) Buyer shall deliver (or cause to be characterized and reported as delivered) a taxable purchase and sale of all draft of the Assets Purchase Price Allocation Schedule (and any adjustments thereto) to Seller for Seller’s review and comment no later than sixty (60) days after the First Closing, with respect to the transactions consummated at the first Closing, and no later than sixty (60) days after final determination of the Company Closing Statement (in accordance with Section 2.04) applicable to the Second Closing, with respect to the transactions consummated at the Second Closing, and shall consider all such comments in good faith. If within thirty (30) days after Xxxxxx’s receipt of a draft Purchase Price Allocation Schedule, Seller has not objected in writing to such draft Purchase Price Allocation Schedule, then such draft Purchase Price Allocation Schedule shall become the final Purchase Price Allocation Schedule with respect to the matters addressed therein (as it may be subject to adjustment from time to time pursuant to Section 1001 2.05(b)). In the event that Seller objects in writing within such thirty-day (30-day) period, Buyer shall consider such objections in good faith and shall negotiate with Seller in good faith to resolve any outstanding disagreements. If Seller and Buyer are unable to reach agreement within thirty (30) days after the date of the CodeSeller’s notice of objection, then (i) such dispute shall be resolved, and (ii) the Sellers final Purchase Price Allocation Schedule (or their regarded owneras it may be subject to adjustment from time to time pursuant to Section 2.05(b)) shall be treated as the owner of the Indemnity Holdback Escrow Account on and after the Closing Date (unless and until it is paid to Buyer) and earning any income earned in respect thereof (such treatment, the “Intended Tax Treatment”). (b) Buyer shall prepare and deliver to Sellers no later than 120 days after the Closing Date a proposed allocation of the Unadjusted Purchase Price (and taking into account any other items included in computing consideration for applicable income Tax purposes (to the extent known at such time)), in the aggregate, among the Assets for U.S. federal income Tax purposes in accordance with Exhibit H and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). Sellers shall review and provide any comments to such Allocation within 30 days of its receipt thereof, and Buyer shall consider in good faith any timely comments received from Sellers and, if necessary, revise the Allocation. The Parties will work together in good faith to resolve any disputes (including any of Sellers’ comments not incorporated by Buyer) relating to the Allocation and incorporate such resolutions into the Allocation. In the event that such agreement has not been reached within 30 days following Bxxxx’s receipt of Sellers’ comments to the Allocation, the unresolved disputed items will be determined by the Accounting Firm in accordance with Exhibit Hthe allocation methodology set forth in Schedule 2.05(b). The final Purchase Price Allocation Schedule (as it may be subject to adjustment from time to time pursuant to Section 2.05(b)), as agreed upon by Xxxxx and such determination will Seller or otherwise determined pursuant to this Section 2.05(c), shall be final and binding on upon the Parties and be taken into account in subject to the Allocationprovisions of Section 2.05(b). Each Party will pay one half of Buyer and Seller shall bear all of their own respective fees, costs and expenses incurred in connection with the determination of the fees final Purchase Price Allocation Schedule (as it may be subject to adjustment from time to time pursuant to Section 2.05(b)), except that Buyer and Seller (collectively) shall each pay one-half (50%) of the fees, costs and expenses of the Accounting Firm in connection with such determinationFirm, if any. (c) The Parties shall, and shall cause their Affiliates to: (a) update the Allocation in a manner consistent with Exhibit H and Section 1060 of the Code following any adjustment to the Unadjusted Purchase Price (and other items taken into account in computing consideration for applicable income Tax purposes) pursuant to this Agreement; (b) file all Tax Returns (including, a United States Internal Revenue Service Form 8594) in a manner consistent with the Allocation, as adjusted, and the Intended Tax Treatment except as otherwise required by a final “determination” pursuant to Section 1313 of the Code (or similar provision of state, local or non-U.S. Law); and (c) promptly inform one another in writing of any Tax Proceeding related to the matters in this Section 2.4 and consult and keep one another reasonably informed with respect to the status of such Tax Proceeding; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with the Allocation or the Intended Tax Treatment.