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

Intended Tax Treatment; Purchase Price Allocation. The Parties intend that (i) the Domestication is intended to be treated as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and that this Agreement shall be adopted as a plan of reoganization, (ii) the Surviving Company is a continuation of the Company for U.S. federal income tax purposes and that the Parties shall treat the Cash Consideration and any NCP Contingent Payment Remaining Amount received in connection with the Merger as an acquisition of interests in the Company by the Surviving Pubco (the “Intended Tax Treatment”). The Company Securityholder Representative shall prepare and deliver to the Surviving Pubco, within ninety (90) days following the determination of the Final Closing Adjustment in accordance with Section 2.5 of this Agreement, an allocation of the Merger Consideration and any other amounts treated as consideration for U.S. federal income tax purposes among the Company’s assets in accordance with Section 2.2(b) of this Agreement and Section 1060 (and Section 751 and 755, if applicable) of the Code and the Treasury regulations promulgated thereunder (the “Allocation”). The Surviving Pubco shall have thirty (30) days from the receipt of the Allocation to review and comment on the Allocation and the Surviving Pubco and the Company Securityholder Representative shall negotiate in good faith to resolve any disagreements; provided, that if the Surviving Pubco does not provide any comments in writing to the Company Securityholder Representative within such period, such Allocation as delivered by the Company Securityholder Representative shall become final. Any disputes under this Section 6.2 that cannot be resolved through good faith negotiation shall be referred to the Neutral Accountant, whose determination shall be final and binding upon the parties. The cost of the Neutral Accountant’s review and determination shall be borne by the Surviving Pubco and the Company Securityholder Representative in accordance with the principles of Section 2.5 of this Agreement. The Company Securityholder Representative and the Surviving Pubco shall report consistently with the Intended Tax Treatment and the Allocation on all Tax Returns, and no Party shall take any position in any Tax Return or with any Governmental Authority that is inconsistent with the Intended Tax Treatment or Allocation, as finally determined in accordance with this Section 6.2(a) in each case, unless required to do so by a final determination as defined in Section 1313 of the Code.

Intended Tax Treatment; Purchase Price Allocation. The Parties parties intend that (i) effective with the Domestication is intended date of the Domestication, Purchaser will elect on Form 8832 to be treated as a corporation for U.S. federal income tax purposes, the Domestication qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and that this Agreement shall be adopted as a plan of reoganizationreorganization, (ii) the Surviving Company is Mergers, the Blocker GP Contribution, the PIPE and the New Pubco Class B Common Stock Subscription, taken together, shall qualify as a continuation contribution to New Pubco by Blocker GP, the owners of the Company for U.S. federal income tax purposes Blocker immediately prior to Closing and that the Parties shall treat the Sellers of Blocker Shares and/or Cash Consideration (as applicable) and any NCP Contingent Payment Remaining Amount received in connection with the Merger as an acquisition of interests in the Company by the Surviving owners of Purchaser of the equity of Purchaser pursuant to Section 351 of the Code, and (iii) any issuances of New Pubco Shares or Participating Company Units pursuant to Section 3.04 of this Agreement shall be treated as a non-taxable adjustment to the Equity Value Amount (clauses (i), (ii) and (iii), collectively, the “Intended Tax Treatment”). The Company Securityholder Seller Representative shall prepare and deliver to the Surviving New Pubco, within ninety (90) days following the determination of the Final Closing Adjustment in accordance with Section 2.5 of this AgreementDate, an allocation of the Merger Sellers’ aggregate Cash Consideration and the Blocker GP Sale Consideration and any other amounts treated as consideration for U.S. federal income tax purposes among the Company’s assets in accordance with Section 2.2(b) of this Agreement and Section 1060 (and Section 751 and 755, if applicable) of the Code and the Treasury regulations promulgated thereunder (the “Allocation”). The Surviving New Pubco shall have thirty (30) days from the receipt of the Allocation to review and comment on the Allocation and the Surviving New Pubco and the Company Securityholder Seller Representative shall negotiate in good faith to resolve any disagreements; provided, that if the Surviving New Pubco does not provide any comments in writing to the Company Securityholder Seller Representative within such period, such Allocation as delivered by the Company Securityholder Seller Representative shall become final. Any disputes under this Section 6.2 8.11(a) that cannot be resolved through good faith negotiation shall be referred to an independent accounting firm (the Neutral “Accountant”), whose determination shall be final and binding upon the parties. The cost of the Neutral Accountant’s review and determination shall be borne by the Surviving New Pubco and the Company Securityholder Seller Representative based on the percentage which the portion of the contested amount not awarded in accordance favor of each such Person bears to the amount actually contested by such Person. The parties agree that the Domestication shall be treated as a transaction described in Treasury Regulation Section 1.367(b)-3, and shall reasonable cooperate in furnishing U.S. shareholders of Purchaser with the principles information necessary to comply with their reporting obligations under such provision, and to make qualified electing fund elections under Section 1295 of Section 2.5 of this Agreementthe Code. The Company Securityholder Seller Representative and the Surviving New Pubco shall report consistently with the Intended Tax Treatment and the Allocation on all Tax Returns, and no Party party shall take any position in any Tax Return or with any Governmental Authority Entity that is inconsistent with the Intended Tax Treatment or Allocation, as finally determined in accordance with this Section 6.2(a8.11(a) in each case, unless required to do so by a final determination as defined in Section 1313 of the Code.

Intended Tax Treatment; Purchase Price Allocation. (a) The Parties Buyer and Seller intend that (i) the Domestication is intended to purchase of the Membership Interests shall be treated for U.S federal (an applicable state and local) income Tax purposes, as a reorganization within the meaning of Section 368(a)(1)(F) purchase and sale of the Code, and that this Agreement shall be adopted as a plan of reoganization, (ii) the Surviving Company is a continuation assets of the Company for U.S. federal income tax purposes Company. (b) The Buyer and that Seller will allocate the Parties shall treat the Cash Consideration Purchase Price and any NCP Contingent Payment Remaining Amount received in connection with the Merger as an acquisition of interests in the Company by the Surviving Pubco (the “Intended Tax Treatment”). The Company Securityholder Representative shall prepare and deliver to the Surviving Pubco, within ninety (90) days following the determination of the Final Closing Adjustment in accordance with Section 2.5 of this Agreement, an allocation of the Merger Consideration and any other amounts treated as consideration items properly taken into account for U.S. federal income tax purposes among the Company’s assets of the Company in accordance with Section 2.2(b) of this Agreement and the principles set forth in Section 1060 (and Section 751 and 755, if applicable) of the Code and the Treasury regulations promulgated thereunder Regulations thereunder. (the “Allocation”). The Surviving Pubco shall have thirty (30) Buyer will prepare the Allocation within 120 days from following the Closing and provide a copy of such Allocation to Seller promptly thereafter for Seller’s review and comment. Within 30 days after its receipt of Xxxxx’s proposed Allocation, Seller may propose to Buyer any comments thereto. If Seller does not provide Buyer with any proposed changes to the Allocation to review within such 30-day period, the Allocation shall become final and comment binding on the parties. If Xxxxxx proposes comments to Xxxxx’s proposed Allocation and within such 30-day period, then the Surviving Pubco and the Company Securityholder Representative parties shall negotiate act in good faith to address and resolve any disagreements; providedsuch comments within 30 days of receipt of Seller’s proposed changes. If the parties resolve all such disputed items, that if then Buyer shall furnish Seller with a final Allocation consistent with such agreed-upon resolution as soon as practicable. If the Surviving Pubco does parties do not provide resolve any comments disputed item, the item in writing to the Company Securityholder Representative within such period, such Allocation as delivered by the Company Securityholder Representative question shall become final. Any disputes under this Section 6.2 that cannot be resolved through good faith negotiation shall be referred to promptly by an impartial nationally recognized firm of independent certified public accountants (other than Seller’s accountants or Buyer’s accountants) that is mutually selected by Xxxxx and Seller in accordance with Section 1060 of the Neutral AccountantCode and the Treasury Regulations thereunder, whose determination which resolution shall be final and binding upon on the parties. The cost costs of the Neutral Accountant’s review and determination independent accountants shall be borne equally by Xxxxx and Seller. In case of any adjustment to the Surviving Pubco and Purchase Price (or any other item of consideration for federal income Tax purposes) requiring an amendment to the Company Securityholder Representative Allocation, the parties will amend the Allocation in accordance with the principles set forth in Section 1060 of Section 2.5 of this Agreementthe Code and the Treasury Regulations thereunder. The Company Securityholder Representative parties agree that they shall file and the Surviving Pubco shall report consistently cause their Affiliates to file their Tax Returns (including IRS Form 8594) in a manner consistent with the Intended Tax Treatment and the Allocation on all Tax Returnsas finally determined under this Section 2.5(b), and no Party party shall voluntarily take a position, inconsistent with such Allocation on any position Tax Return, in any refund claim, in any proceeding or otherwise with respect to Taxes or Tax Return or with any Governmental Authority that is inconsistent with the Intended Tax Treatment or Allocation, as finally determined in accordance with this Section 6.2(a) in each caseReturns, unless required to do so by pursuant to a final determination “determination” (as defined in Section 1313 1313(a) of the CodeCode or any comparable or similar election under applicable state, local, foreign or other Law); provided, however, that no 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.

Intended Tax Treatment; Purchase Price Allocation. The Parties intend that (i) the Domestication is intended Mergers contemplated hereby shall constitute a contribution of property to be treated as a reorganization Parent in exchange for stock of Parent within the meaning of Section 368(a)(1)(F) 351 of the Code, and that this Agreement shall be adopted as a plan of reoganization, (ii) the Surviving Company is a continuation of the Company Code for U.S. federal income tax purposes and that the Parties shall treat the Cash Consideration and any NCP Contingent Payment Remaining Amount received in connection with the Merger as an acquisition of interests in the Company by the Surviving Pubco (the “Intended Tax Treatment”). The Company Securityholder Representative shall prepare and deliver to the Surviving Pubco, within ninety (90) days following the determination of the Final Closing Adjustment in accordance with Section 2.5 of this Agreement, an allocation of the Merger Consideration and any other amounts treated as consideration for U.S. federal income tax purposes among the Company’s assets in accordance with Section 2.2(b) of this Agreement and Section 1060 (and Section 751 and 755, if applicable) of the Code and the Treasury regulations promulgated thereunder (the “Allocation”). The Surviving Pubco shall have thirty (30) days from the receipt of the Allocation to review and comment on the Allocation and the Surviving Pubco and the Company Securityholder Representative shall negotiate in good faith to resolve any disagreements; provided, that if the Surviving Pubco does not provide any comments in writing to the Company Securityholder Representative within such period, such Allocation as delivered by the Company Securityholder Representative shall become final. Any disputes under this Section 6.2 that cannot be resolved through good faith negotiation shall be referred to the Neutral Accountant, whose determination shall be final and binding upon the parties. The cost of the Neutral Accountant’s review and determination shall be borne by the Surviving Pubco and the Company Securityholder Representative in accordance with the principles of Section 2.5 of this Agreement. The Company Securityholder Representative and the Surviving Pubco shall report consistently with the Intended Tax Treatment and the Allocation on all Tax Returns, and no Party shall take any position in any Tax Return or with any Governmental Authority that is inconsistent with the Intended Tax Treatment or Allocation, as finally determined in accordance with this Section 6.2(a) in each case, unless required to do so by a final determination as defined in Section 1313 of the Code.

Intended Tax Treatment; Purchase Price Allocation. (i) The Parties intend that that, for U.S. federal and applicable state and local income tax purposes, Buyer’s acquisition of the Units shall be treated in accordance with Revenue Ruling 99-6 (iSituation 1), 1999-1 C.B. 432, as (A) from the Domestication is intended perspective of the FNA Sellers, a sale of their respective partnership interests in FNA to the Buyer, and from the perspective of the FRS Sellers, a sale of their respective partnership interests in FRS to the Buyer, and (B) from the perspective of Buyer with respect to FNA, the purchase of an undivided interest in the assets of FNA not deemed to be treated as a reorganization within the meaning of Section 368(a)(1)(F) of the Codeheld by Xxxxx, and from the perspective of Buyer with respect to FRS, the purchase of an undivided interest in the assets of FRS not deemed to be held by Xxxxx. The Parties agree that the transactions contemplated by this Agreement will be reported for U.S. Federal and appliable state and local income Tax purposes in a manner consistent with the treatment described in this Section 5.11(b)(i), and no Party shall be adopted as take a plan of reoganizationposition on any Tax Return or in any proceeding with respect to Taxes inconsistent with such treatment, unless otherwise required by applicable Law. (ii) Within sixty (60) days after the Surviving Company is a continuation of the Company for U.S. federal income tax purposes and that the Parties shall treat the Cash Consideration and any NCP Contingent Payment Remaining Amount received in connection with the Merger as an acquisition of interests in the Company by the Surviving Pubco (the “Intended Tax Treatment”). The Company Securityholder Closing Date, Sellers Representative shall prepare and will deliver to the Surviving Pubco, within ninety (90) days following the determination of the Final Closing Adjustment in accordance with Section 2.5 of this Agreement, an Buyer a proposed draft allocation of the Merger Consideration Purchase Price (and any all other amounts properly taken into account under the Code or treated as consideration for U.S. federal income tax purposes Tax purposes), among the Companyassets of each Company (the “Purchase Price Allocation Schedule”) consistent with Section 2.02(b) and a draft IRS Form 8594 for Buyer’s assets review and comment. The Purchase Price Allocation Schedule will be prepared consistently with this Section 5.11(b)(ii) and the intended tax treatment described in Section 5.11(b)(i) and in accordance with Section 2.2(b) of this Agreement and Code Section 1060 (and Section 751 and 755, if applicable) of the Code and the Treasury regulations Regulations promulgated thereunder (and any similar provision of state, local or foreign Tax Law, as applicable), GAAP, and the Purchase Price Allocation Schedule shall be updated to account for any adjustment to the Purchase Price hereunder. (iii) The Buyer shall notify Sellers Representative in writing, within forty-five (45) days following receipt of the Purchase Price Allocation Schedule if Buyer has any reasonable objections to the Purchase Price Allocation Schedule (“AllocationDisputed Items”). The Surviving Pubco In the event that the Buyer does not provide any comments within such forty-five (45) day period, the Buyer shall be deemed to have thirty accepted the Purchase Price Allocation Schedule (30and all components thereof) days from prepared by Sellers Representative and such shall be final, binding and conclusive for all purposes hereunder. If the receipt of the Allocation to review and comment Buyer has timely submitted a notice regarding Disputed Items, then, thereafter, Buyer, on the Allocation one hand, and Sellers Representative, on the Surviving Pubco and the Company Securityholder Representative other hand, shall negotiate in good faith with each other to reach an agreement in respect of the Disputed Items for a period of fifteen (15) days following Sellers Representative’s receipt of such notice of Disputed Items. If Sellers Representative and Buyer so resolve all such Disputed Items, the Purchase Price Allocation Schedule, as adjusted by the agreed upon adjustments, shall be deemed to be final and binding on the Parties for all purposes hereunder. If Sellers Representative and Buyer do not resolve all such Disputed Items within such fifteen (15) day period, then Sellers Representative and the Buyer shall refer the Disputed Items to the Independent Accountants. For the avoidance of doubt, the Independent Accountants shall be instructed by the Buyer and Sellers Representative solely to resolve any disagreements; provided, the matters specifically set forth in the notice of Disputed Items that if the Surviving Pubco does were not provide any comments in writing to the Company Securityholder Representative within such period, such Allocation as delivered resolved by the Company Securityholder Buyer and Sellers Representative shall become final. Any disputes under this Section 6.2 that cannot be resolved through good faith negotiation and shall be instructed not to otherwise investigate any other matter independently. The fees, costs, and expenses of the Independent Accountants shall be equally allocated to and borne by the Sellers, on the one hand, and the Buyer, on the other hand. The determination of the Independent Accountants shall be (A) in writing, (B) furnished to Sellers Representative and the Buyer as soon as practicable after the Disputed Items have been referred to the Neutral AccountantIndependent Accountants, whose determination and (C) shall be final and binding upon on the partiesSellers, the Companies, the Buyer, and each of their respective Affiliates and successors and assigns. (iv) The Parties shall, and shall cause each of their respective Affiliates and successors and assigns, to timely report, act and file all Tax Returns (including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the final Purchase Price Allocation Schedule. The cost None of the Neutral Accountant’s review Parties or any of their respective Affiliates and determination shall be borne by the Surviving Pubco successors and the Company Securityholder Representative in accordance with the principles of Section 2.5 of this Agreement. The Company Securityholder Representative and the Surviving Pubco shall report consistently with the Intended Tax Treatment and the Allocation on all Tax Returns, and no Party assigns shall take any position for Tax purposes (whether in any audits, Tax Return Returns, or with any Governmental Authority otherwise) that is inconsistent with the Intended Tax Treatment or Allocation, as finally determined in accordance with this Section 6.2(a) in each case, final Purchase Price Allocation Schedule unless required to do so by a final determination as defined in Section 1313 applicable Law. The Parties shall promptly advise each other of the Codeexistence of any Tax audit, controversy or litigation related to the foregoing allocation of the Purchase Price hereunder.

Intended Tax Treatment; Purchase Price Allocation. The Parties intend (a) Seller and Purchaser acknowledge that (i) the Domestication is intended to be treated as a reorganization within result of the meaning consummation of the Transaction and the other transactions contemplated by this Agreement, the Tax basis of the Purchased Assets set forth in Section 368(a)(1)(F2.12(a) of the Code, and that this Agreement shall be adopted as a plan of reoganization, Seller Disclosure Schedules (iithe “Transferred Purchased Assets”) in the Surviving Company is a continuation hands of the Company Purchaser (or its applicable Affiliate) immediately after Closing for U.S. federal income tax Tax purposes shall equal the fair market value of such Transferred Purchased Asset (the “Transferred Purchased Asset Value” and that the Parties shall treat the Cash Consideration and any NCP Contingent Payment Remaining Amount received Tax treatment described in connection with the Merger as an acquisition of interests in the Company by the Surviving Pubco (this Section 2.12(a), the “Intended Tax Treatment”). The Company Securityholder Representative shall prepare . (b) For U.S. federal income Tax purposes, Seller and deliver Purchaser agree to the Surviving Pubco, within ninety (90) days following the determination of allocate the Final Closing Adjustment in accordance with Section 2.5 of this Agreement, an allocation of the Merger Consideration Purchase Price and any other amounts treated as consideration for such tax purposes, among the shares treated as directly sold to Purchaser for U.S. federal income tax purposes in accordance with Exhibit A hereto (the “Allocation Schedule”). (c) No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.9, Seller shall deliver to Purchaser a proposed allocation of the Final Purchase Price as of the Closing Date among the Companyshares of Purchased Entities treated as directly sold to Purchaser for U.S. federal income tax purposes(and further among any assets deemed sold to Purchaser), determined in a manner consistent with the Allocation Schedule and applicable Tax Law (the “Seller’s assets Allocation”). If Purchaser disagrees with Seller’s Allocation, Purchaser may, within thirty (30) days after delivery of Seller’s Allocation deliver a notice (the “Purchaser’s Notice”) to Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. If the Purchaser’s Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation. If Seller and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm (who shall be promptly engaged if not previously engaged in accordance with Section 2.2(b2.9) to resolve any remaining disputes. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Seller and Purchaser. Any allocation determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Allocation Schedule, unless otherwise required by a change in applicable Law after the date of this Agreement Agreement. (d) The allocation, as prepared by Seller if no Purchaser’s Notice has been duly and timely delivered with respect to Seller’s Allocation, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with Section 1060 (and Section 751 and 755, if applicable2.12(c) of the Code and the Treasury regulations promulgated thereunder (the “Allocation”), shall be final, conclusive and binding on the Parties absent manifest error. The Surviving Pubco None of Seller or Purchaser shall have thirty (30and they shall cause their respective Affiliates not to) days from the receipt of take any position inconsistent with the Allocation to review and comment on the Allocation and the Surviving Pubco and the Company Securityholder Representative shall negotiate in good faith to resolve any disagreements; provided, that if the Surviving Pubco does not provide any comments in writing to the Company Securityholder Representative within such period, such Allocation as delivered by the Company Securityholder Representative shall become final. Any disputes under this Section 6.2 that cannot be resolved through good faith negotiation shall be referred to the Neutral Accountant, whose determination shall be final and binding upon the parties. The cost of the Neutral Accountant’s review and determination shall be borne by the Surviving Pubco and the Company Securityholder Representative in accordance with the principles of Section 2.5 of this Agreement. The Company Securityholder Representative and the Surviving Pubco shall report consistently with or the Intended Tax Treatment and the Allocation on all Tax Returns, and no Party shall take any position in any Tax Return or with in any Governmental Authority that is inconsistent with the Intended Tax Treatment or AllocationProceeding, as finally determined in accordance with this Section 6.2(a) in each case, unless except to the extent otherwise required pursuant to do so by a final determination as defined in “determination” within the meaning of Section 1313 1313(a) of the CodeCode (or any analogous provision of state, local or foreign law).

Intended Tax Treatment; Purchase Price Allocation. The (a) For U.S. federal (and all applicable state and local) income Tax purposes, the Parties intend that (i) agree to treat Buyer’s acquisition of the Domestication is intended Units in accordance with IRS Revenue Ruling 99-6, Situation 2, as to be treated Buyer, as a reorganization within the meaning taxable purchase of Section 368(a)(1)(F) all of the Code, and that this Agreement shall be adopted as a plan of reoganization, (ii) the Surviving Company is a continuation assets of the Company (and each Subsidiary thereof that is classified as a disregarded entity for U.S. federal income tax purposes and that purposes), and, as to the Parties shall treat the Cash Consideration and any NCP Contingent Payment Remaining Amount received in connection with the Merger Sellers, as an acquisition a sale of partnership interests in the Company by the Surviving Pubco (the “Intended Tax Treatment”). The Company Securityholder Representative shall prepare and deliver Parties agree to file all Tax Returns in a manner consistent with the Surviving Pubco, Intended Tax Treatment unless otherwise required pursuant to a “determination” within ninety (90the meaning of Section 1313(a) days following the determination of the Final Closing Adjustment Code (or applicable analogous provision of state, local or non-United States Tax Law). (b) The Purchase Price and other items treated as amounts realized for Income Tax purposes will be allocated among the assets of the Company (including the assets of any Subsidiary treated as disregarded as an entity separate from the Company for U.S. federal Income Tax purposes) for all purposes in accordance with Section 2.5 of this Agreement, an allocation of the Merger Consideration and any other amounts treated as consideration for U.S. federal income tax purposes among the Company’s assets in accordance with Section 2.2(b) of this Agreement and Section 1060 (and Section 751 and 755, if applicable) of the Code and the Treasury regulations Regulations promulgated thereunder and consistent with the allocation methodologies set forth on Schedule 2.6 attached hereto. Within thirty (30) days after the determination of the Final Purchase Price under this Agreement, Buyer shall prepare an allocation of the Purchase Price, in a manner consistent with the methodologies set forth on Schedule 2.6 (the “Allocation”), and deliver the Allocation to the Sellers’ Representative. The Surviving Pubco shall have If the Sellers’ Representative fails to notify Buyer of any disagreement with the Allocation within thirty (30) days from following delivery thereof, then the receipt Sellers’ Representative will be deemed to agree with the Allocation, and the Allocation will be final. If the Sellers’ Representative timely notifies Buyer in writing within (30) days after delivery of the Allocation to review of a disagreement with the Allocation, then the Sellers’ Representative and comment on the Allocation and the Surviving Pubco and the Company Securityholder Representative Buyer shall negotiate attempt in good faith to resolve any disagreements; provided, that if their dispute regarding the Surviving Pubco does not provide any comments in writing to the Company Securityholder Representative within such period, such Allocation as delivered by the Company Securityholder Representative shall become finalAllocation. Any disputes under this Section 6.2 such dispute that cannot be so resolved through good faith negotiation shall will be referred submitted to the Neutral Accountant, whose determination shall be final and binding upon the parties. The cost of the Neutral Accountant’s review and determination shall be borne by the Surviving Pubco and the Company Securityholder Representative Accountants for resolution in accordance with the principles procedures of Section 2.5 of this Agreement2.4. The Company Securityholder Representative and the Surviving Pubco shall report consistently with the Intended Tax Treatment and the Allocation on all Tax Returns, and no Party shall take any position in any Tax Return or with any Governmental Authority that is inconsistent with the Intended Tax Treatment or Allocation, as finally determined in accordance pursuant to this Section 2.6, will be the “Final Allocation.” Neither the Sellers nor the Buyer shall, nor shall they permit any Affiliate to, take any position that is inconsistent with this Section 6.2(a2.6 and the Final Allocation on any Tax Return, except as may be required pursuant to a “determination” within the meaning of Section 1313(a) in each case, unless required to do so by a final determination as defined in Section 1313 of the CodeCode (or applicable analogous provision of state, local or non-United States Tax Law).

Intended Tax Treatment; Purchase Price Allocation. (a) The Parties intend that parties acknowledge and agree that, for U.S. federal and applicable state income Tax purposes, pursuant to Internal Revenue Service Revenue Ruling 99-6 (i) and corresponding applicable state and local Law), the Domestication is intended to purchase by Buyer of the Membership Interests will be treated as a reorganization deemed liquidation of the Company and a deemed distribution of the Company’s assets to the Sellers followed by a deemed purchase by Buyer of all the Company’s assets. In accordance with Revenue Ruling 99-6, the Sellers shall be treated as having sold partnership interests in accordance with Section 741 of the Code. Each party shall report the transaction consistently with such treatment on their respective Returns for U.S. federal, state and local income Tax purposes. (b) Buyer and Sellers shall allocate the Purchase Price and liabilities assumed (and other relevant items) among the assets of the Company in a manner consistent with Section 1060 of the Code and Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate) as set forth in Section 7.10 of the Disclosure Schedule (as the same may be amended to account for any adjustments to the Purchase Price hereunder), and all Tax Returns and reports filed by Sellers Representative and Buyer shall be prepared consistently with such allocation. None of the parties shall, nor shall they permit their respective Affiliates to, take any position inconsistent with the allocation in Section 7.10 of the Disclosure Schedule, except to the extent required pursuant to a “determination” within the meaning of Section 368(a)(1)(F) of the Code, and that this Agreement shall be adopted as a plan of reoganization, (ii) the Surviving Company is a continuation of the Company for U.S. federal income tax purposes and that the Parties shall treat the Cash Consideration and any NCP Contingent Payment Remaining Amount received in connection with the Merger as an acquisition of interests in the Company by the Surviving Pubco (the “Intended Tax Treatment”). The Company Securityholder Representative shall prepare and deliver to the Surviving Pubco, within ninety (90) days following the determination of the Final Closing Adjustment in accordance with Section 2.5 of this Agreement, an allocation of the Merger Consideration and any other amounts treated as consideration for U.S. federal income tax purposes among the Company’s assets in accordance with Section 2.2(b) of this Agreement and Section 1060 (and Section 751 and 755, if applicable1313(a) of the Code (and any similar provision of state, local, or foreign Law). In the event that the Purchase Price allocation reflected in Section 7.10 of the Disclosure Schedule is disputed by any Governmental Authority, the Party receiving notice of the dispute shall promptly notify the other Parties in writing, and the Treasury regulations promulgated thereunder (Parties agree to use their respective reasonable efforts to defend the “Allocation”). The Surviving Pubco shall have thirty (30) days from the receipt of the Allocation to review and comment on the Allocation and the Surviving Pubco and the Company Securityholder Representative shall negotiate in good faith to resolve any disagreements; provided, that if the Surviving Pubco does not provide any comments in writing to the Company Securityholder Representative within such period, such Allocation as delivered by the Company Securityholder Representative shall become final. Any disputes under this Section 6.2 that cannot be resolved through good faith negotiation shall be referred to the Neutral Accountant, whose determination shall be final and binding upon the parties. The cost of the Neutral Accountant’s review and determination shall be borne by the Surviving Pubco and the Company Securityholder Representative in accordance with the principles of Section 2.5 of this Agreement. The Company Securityholder Representative and the Surviving Pubco shall report consistently with the Intended Tax Treatment and the Allocation on all Tax Returns, and no Party shall take any position Purchase Price allocation in any audit or similar Tax Return or with any Governmental Authority that is inconsistent with the Intended Tax Treatment or Allocation, as finally determined in accordance with this Section 6.2(a) in each case, unless required to do so by a final determination as defined in Section 1313 of the Codeproceeding.

Intended Tax Treatment; Purchase Price Allocation. (a) The Parties Buyer and Seller intend that (i) the Domestication is intended to purchase of the Membership Interests shall be treated for U.S federal (an applicable state and local) income Tax purposes, as a reorganization within the meaning of Section 368(a)(1)(F) purchase and sale of the Code, and that this Agreement shall be adopted as a plan of reoganization, (ii) the Surviving Company is a continuation assets of the Company Company. (b) The Buyer and Seller will allocate the Purchase Price and other items properly taken into account for U.S. federal income tax purposes and that purposes, including Contingent Payments, among the Parties shall treat the Cash Consideration and any NCP Contingent Payment Remaining Amount received in connection with the Merger as an acquisition assets of interests in the Company by the Surviving Pubco (the “Intended Tax Treatment”). The Company Securityholder Representative shall prepare and deliver to the Surviving Pubco, within ninety (90) days following the determination of the Final Closing Adjustment in accordance with Section 2.5 of this Agreement, an allocation of the Merger Consideration and any other amounts treated as consideration for U.S. federal income tax purposes among the Company’s assets principles set forth in accordance with Section 2.2(b) of this Agreement and Section 1060 (and Section 751 and 755, if applicable) of the Code and the Treasury regulations promulgated thereunder Regulations thereunder. (the “Allocation”). The Surviving Pubco shall have thirty (30) Buyer will prepare the Allocation within 120 days from following the Closing and provide a copy of such Allocation to Seller promptly thereafter for Seller’s review and comment. Within 30 days after its receipt of Bxxxx’s proposed Allocation, Seller may propose to Buyer any comments thereto. If Seller does not provide Buyer with any proposed changes to the Allocation to review within such 30-day period, the Allocation shall become final and comment binding on the parties. If Sxxxxx proposes comments to Bxxxx’s proposed Allocation and within such 30-day period, then the Surviving Pubco and the Company Securityholder Representative parties shall negotiate act in good faith to address and resolve any disagreements; providedsuch comments within 30 days of receipt of Seller’s proposed changes. If the parties resolve all such disputed items, that if then Buyer shall furnish Seller with a final Allocation consistent with such agreed-upon resolution as soon as practicable. If the Surviving Pubco does parties do not provide resolve any comments disputed item, the item in writing to the Company Securityholder Representative within such period, such Allocation as delivered by the Company Securityholder Representative question shall become final. Any disputes under this Section 6.2 that cannot be resolved through good faith negotiation shall be referred to promptly by an impartial nationally recognized firm of independent certified public accountants (other than Seller’s accountants or Buyer’s accountants) that is mutually selected by Bxxxx and Seller in accordance with Section 1060 of the Neutral AccountantCode and the Treasury Regulations thereunder, whose determination which resolution shall be final and binding upon on the parties. The cost costs of the Neutral Accountant’s review and determination independent accountants shall be borne equally by Bxxxx and Seller. In case of any adjustment to the Surviving Pubco and Purchase Price (or any other item of consideration for federal income Tax purposes) requiring an amendment to the Company Securityholder Representative Allocation, the parties will amend the Allocation in accordance with the principles set forth in Section 1060 of Section 2.5 of this Agreementthe Code and the Treasury Regulations thereunder. The Company Securityholder Representative parties agree that they shall file and the Surviving Pubco shall report consistently cause their Affiliates to file their Tax Returns (including IRS Form 8594) in a manner consistent with the Intended Tax Treatment and the Allocation on all Tax Returnsas finally determined under this Section 2.5(b), and no Party party shall voluntarily take a position, inconsistent with such Allocation on any position Tax Return, in any refund claim, in any proceeding or otherwise with respect to Taxes or Tax Return or with any Governmental Authority that is inconsistent with the Intended Tax Treatment or Allocation, as finally determined in accordance with this Section 6.2(a) in each caseReturns, unless required to do so by pursuant to a final determination “determination” (as defined in Section 1313 1313(a) of the Code or any comparable or similar election under applicable state, local, foreign or other Law); provided, however, that no 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. If there is an increase or decrease in the consideration within the meaning of Treasury Regulations Section 1. 1060-1(e)(1)(ii)(B) after the parties have filed the IRS Form 8594, the parties shall revise the Allocation in a manner consistent with Section 1060 of the Code, the Treasury Regulations thereunder and such revised allocation shall become the final Allocation for purposes of this Agreement.

Intended Tax Treatment; Purchase Price Allocation. The Parties intend that (i) The Buyer and Seller intend that the Domestication is intended to purchase of the Membership Interests shall be treated for U.S federal (an applicable state and local) income Tax purposes, as a reorganization within the meaning of Section 368(a)(1)(F) purchase and sale of the Code, and that this Agreement shall be adopted as a plan assets of reoganization, the Company. (ii) The Buyer and Seller will allocate the Surviving Company is a continuation of the Company for U.S. federal income tax purposes Purchase Price and that the Parties shall treat the Cash Consideration and any NCP Contingent Payment Remaining Amount received in connection with the Merger as an acquisition of interests in the Company by the Surviving Pubco (the “Intended Tax Treatment”). The Company Securityholder Representative shall prepare and deliver to the Surviving Pubco, within ninety (90) days following the determination of the Final Closing Adjustment in accordance with Section 2.5 of this Agreement, an allocation of the Merger Consideration and any other amounts treated as consideration items properly taken into account for U.S. federal income tax purposes among the Company’s assets of the Company in accordance with Section 2.2(b) of this Agreement and the principles set forth in Section 1060 (and Section 751 and 755, if applicable) of the Code and the Treasury regulations promulgated thereunder Regulations thereunder. (the “Allocation”). The Surviving Pubco shall have thirty (30) Buyer will prepare the Allocation within 120 days from following the Closing and provide a copy of such Allocation to Seller promptly thereafter for Seller’s review and comment. Within 30 days after its receipt of Xxxxx’s proposed Allocation, Seller may propose to Buyer any comments thereto. If Seller does not provide Buyer with any proposed changes to the Allocation to review within such 30-day period, the Allocation shall become final and comment binding on the parties. If Xxxxxx proposes comments to Xxxxx’s proposed Allocation and within such 30-day period, then the Surviving Pubco and the Company Securityholder Representative parties shall negotiate act in good faith to address and resolve any disagreements; providedsuch comments within 30 days of receipt of Seller’s proposed changes. If the parties resolve all such disputed items, that if then Buyer shall furnish Seller with a final Allocation consistent with such agreed-upon resolution as soon as practicable. If the Surviving Pubco does parties do not provide resolve any comments disputed item, the item in writing to the Company Securityholder Representative within such period, such Allocation as delivered by the Company Securityholder Representative question shall become final. Any disputes under this Section 6.2 that cannot be resolved through good faith negotiation shall be referred to promptly by an impartial nationally recognized firm of independent certified public accountants (other than Seller’s accountants or Buyer’s accountants) that is mutually selected by Xxxxx and Seller in accordance with Section 1060 of the Neutral AccountantCode and the Treasury Regulations thereunder, whose determination which resolution shall be final and binding upon on the parties. The cost costs of the Neutral Accountant’s review and determination independent accountants shall be borne equally by Xxxxx and Seller. In case of any adjustment to the Surviving Pubco and Purchase Price (or any other item of consideration for federal income Tax purposes) requiring an amendment to the Company Securityholder Representative Allocation, the parties will amend the Allocation in accordance with the principles set forth in Section 1060 of Section 2.5 of this Agreementthe Code and the Treasury Regulations thereunder. The Company Securityholder Representative parties agree that they shall file and the Surviving Pubco shall report consistently cause their Affiliates to file their Tax Returns (including IRS Form 8594) in a manner consistent with the Intended Tax Treatment and the Allocation on all Tax Returnsas finally determined under this Section 2.5(b), and no Party party shall voluntarily take a position, inconsistent with such Allocation on any position Tax Return, in any refund claim, in any proceeding or otherwise with respect to Taxes or Tax Return or with any Governmental Authority that is inconsistent with the Intended Tax Treatment or Allocation, as finally determined in accordance with this Section 6.2(a) in each caseReturns, unless required to do so by pursuant to a final determination “determination” (as defined in Section 1313 37 1313(a) of the CodeCode or any comparable or similar election under applicable state, local, foreign or other Law); provided, however, that no 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.

Intended Tax Treatment; Purchase Price Allocation. The Parties intend that (i) Seller intends that the Domestication is intended to be treated Restructuring qualified as a reorganization within the meaning of described in Section 368(a)(1)(F) of the Code, Code in accordance with Revenue Ruling 2008-18. The parties intend that the purchase and that this Agreement sale of the Purchased Interests shall be adopted treated as a plan purchase and sale of reoganization, (ii) the Surviving Company is a continuation 100% of each asset of the Company for U.S. federal income tax purposes and that from Seller to Buyer as well as the Parties shall treat the Cash Consideration and any NCP Contingent Payment Remaining Amount received in connection with the Merger as an acquisition assumption of interests in 100% of each liability of the Company by the Surviving Pubco Buyer. (the “Intended Tax Treatment”). The Company Securityholder Representative shall prepare and deliver to the Surviving Pubco, within ninety (90ii) days following the determination of Within 30 Business Days after the Final Closing Adjustment Working Capital is determined in accordance with Section 2.5 2.8, the Buyer shall deliver to Shareholder Representative, as the agent of this AgreementSeller, an a draft allocation of the Merger Purchase Consideration and any other amounts treated as consideration for U.S. federal income tax purposes among the Company’s assets of the Company in accordance with Section 2.2(b) of this Agreement and Section 1060 (and Section 751 and 755, if applicable) of the Code and the Treasury regulations promulgated thereunder (the “AllocationAllocation Schedule”)) for Shareholder Representative’s review and comment. The Surviving Pubco Buyer shall have thirty (30) days from consider in good faith Shareholder Representative’s reasonable comments on the Allocation Schedule provided within 30 Business Days of receipt of the Allocation to review and comment on Schedule after which the Allocation and the Surviving Pubco and the Company Securityholder Representative shall negotiate in good faith to resolve any disagreements; provided, that if the Surviving Pubco does not provide any comments in writing to the Company Securityholder Representative within such period, such Allocation as delivered by the Company Securityholder Representative shall become final. Any disputes under this Section 6.2 that cannot Schedule will be resolved through good faith negotiation shall be referred to the Neutral Accountant, whose determination shall be final conclusive and binding upon the partiesparties hereto. Any amounts paid by Seller or the Shareholders to a Buyer Indemnified Party under Section 10 shall be treated as an adjustment to the Purchase Consideration for Tax purposes and allocated as provided by Treasury Regulation Section 1.1060-1(c). The cost of Buyer shall update the Neutral Accountant’s review and determination Allocation Schedule for any adjustments to the Purchase Consideration. (iii) The parties hereto shall be borne by the Surviving Pubco and the Company Securityholder Representative (A) file all Returns (including IRS Form 8594) in accordance a manner that is consistent with the principles of Section 2.5 of this Agreement. The Company Securityholder Representative and the Surviving Pubco shall report consistently with the Intended Tax Treatment and the Allocation Schedule; (B) not take a position on all Tax Returnsany Return, and no Party shall take before any position Taxing Authority or in any Tax Return or with any Governmental Authority judicial proceeding that is in any way inconsistent with the Intended Allocation Schedule; (C) cooperate with each other as reasonably requested in connection with the preparation, execution and filing of all Returns related to the Allocation Schedule; and (D) promptly advise each other regarding the existence of any Tax Treatment audit, controversy or Allocation, as finally determined in accordance with this Section 6.2(a) in each case, unless required litigation related to do so by a final determination as defined in Section 1313 of the CodeAllocation Schedule.

Intended Tax Treatment; Purchase Price Allocation. The Parties Buyer and Holdco intend and agree that the transfer and sale of the Acquired Interests by Holdco to Buyer pursuant to this Agreement in exchange for the Total Consideration (iincluding the Stock Consideration) shall, for U.S. federal income, and applicable state and local, Tax purposes (including for purposes of Sections 1001 and 1012(a) of the Domestication is intended to Code) be treated as a reorganization within the meaning of Section 368(a)(1)(F) taxable sale by Holdco of the Code, and that this Agreement shall be adopted as a plan of reoganization, (ii) the Surviving Company is a continuation assets of the Company in exchange for U.S. federal income tax purposes the Total Consideration (together with assumed liabilities and that the Parties shall treat the Cash Consideration and any NCP Contingent Payment Remaining Amount received in connection with the Merger other amounts treated as an acquisition of interests in the Company by the Surviving Pubco purchase price for applicable Tax purposes) (the “Intended Tax Treatment”). The Company Securityholder Representative Buyer and Holdco shall prepare allocate the Total Consideration (together with other items properly treated as purchase price for U.S. federal income (and deliver to applicable state and local) Tax purposes) among the Surviving Pubco, within ninety (90) days following the determination assets of the Final Closing Adjustment Company in accordance with Section 2.5 of this Agreement, an allocation 1060 of the Merger Code (and corresponding provisions of state and local applicable Law) and the principles set forth on Schedule 6.3. Buyer shall deliver a proposed allocation (“Allocation”) in accordance with the foregoing sentence to Holdco within 90 calendar days following the finalization of the Final Cash Consideration pursuant to Section 1.3. If Holdco disputes any item in the Allocation, it shall notify Buyer within 15 calendar days of receipt of the Allocation. If Buyer and any other amounts treated Holdco cannot resolve such dispute within 20 days (or such extended period as consideration they may agree), such dispute shall be submitted to the Accounting Firm for U.S. federal income tax purposes among the Company’s assets resolution in accordance with Section 2.2(b) 1.3(d), mutatis mutandis; provided that the Accounting Firm shall be instructed to resolve such dispute in a manner consistent with Schedule 6.3. Following resolution of this Agreement and Section 1060 any such dispute (and Section 751 and 755, if applicable) or the expiration of the Code and aforementioned 15-day period), Buyer shall provide to Holdco a final Allocation reflecting any agreed changes or the Treasury regulations promulgated thereunder (the “Allocation”)Accounting Firm’s determination. The Surviving Pubco shall have thirty Allocation provided by Buyer pursuant hereto (30subject to any modifications made under the preceding sentence) days from the receipt of the Allocation to review and comment on the Allocation and the Surviving Pubco and the Company Securityholder Representative shall negotiate in good faith to resolve any disagreements; provided, that if the Surviving Pubco does not provide any comments in writing to the Company Securityholder Representative within such period, such Allocation as delivered by the Company Securityholder Representative shall become final. Any disputes under this Section 6.2 that cannot be resolved through good faith negotiation shall be referred to the Neutral Accountant, whose determination shall be final and binding upon the parties. The cost of the Neutral Accountant’s review and determination shall be borne by the Surviving Pubco and the Company Securityholder Representative in accordance with the principles of Section 2.5 of this Agreement. The Company Securityholder Representative and the Surviving Pubco shall report consistently with the Intended Tax Treatment and the Allocation on all Tax Returnsfinal, and no Party none of Buyer, Holdco, or any of their respective Affiliates, shall take any position (whether in any financial statements, audits, Actions, Tax Return Returns or with any Governmental Authority otherwise) that is inconsistent with the Intended Tax Treatment or Allocationthe Allocation unless otherwise required by applicable Law. Any adjustments to the Total Consideration, and any amounts treated as finally determined purchase price for applicable Tax purposes (including any Earnout Payments) shall be treated in accordance a manner consistent with this Section 6.2(a) the Allocation (and the parties shall notify each other and cooperate in each case, unless required to do so by a final determination as defined in Section 1313 of the Codereflecting such adjustment).

Intended Tax Treatment; Purchase Price Allocation. The Parties intend that Buyer and Seller shall, for federal income Tax purposes (i) and any applicable provision of state or local income Tax purposes), treat the Domestication is intended to be treated purchase of the Interests as a reorganization within purchase of the meaning Company’s assets and an assumption of the Company’s liabilities. Buyer shall prepare and deliver to Seller a draft of a statement setting forth a proposed allocation (the “Allocation”) of the Purchase Price as adjusted pursuant to Section 368(a)(1)(F2.4 (as well as liabilities assumed or deemed assumed for U.S. federal income tax purposes, to the extent relevant) among the various assets of the Company in a manner consistent with Section 1060 of the Code, and that this Agreement shall be adopted as a plan of reoganization, the Treasury Regulations promulgated thereunder (ii) the Surviving Company is a continuation of the Company for U.S. federal income tax purposes and that the Parties shall treat the Cash Consideration and any NCP Contingent Payment Remaining Amount received in connection similar provision of state or local Law, as appropriate), together with the Merger as an acquisition of interests in the Company by the Surviving Pubco reasonable supporting information and calculations within sixty (the “Intended Tax Treatment”). The Company Securityholder Representative shall prepare and deliver to the Surviving Pubco, within ninety (9060) days following after the determination of the Final Closing Adjustment final Purchase Price pursuant to Section 2.4. Seller shall inform Buyer in accordance with Section 2.5 of this Agreement, an allocation of the Merger Consideration and any other amounts treated as consideration for U.S. federal income tax purposes among the Company’s assets in accordance with Section 2.2(b) of this Agreement and Section 1060 writing within forty-five (and Section 751 and 755, if applicable) of the Code and the Treasury regulations promulgated thereunder (the “Allocation”). The Surviving Pubco shall have thirty (3045) days from of the receipt of such draft of any objection by Seller to the Allocation to review Allocation. To the extent that any such objection is received, Buyer and comment on the Allocation and the Surviving Pubco and the Company Securityholder Representative Seller shall negotiate attempt in good faith to resolve any disagreementsdispute within fifteen (15) days following the receipt of such objection but shall have no obligation to resolve any disagreement. If Seller does not timely object to the Allocation, or upon resolution of the disputed items by Buyer and Seller, the Allocation shall become the “Final Allocation.” If Buyer and Seller cannot resolve any disputed item, the item in question shall be resolved by the Accountants. Buyer and Seller shall act in good faith to cause the Accountants to deliver the Final Allocation within thirty (30) days after such submission, and the fees and expenses of the Accountants shall be borne equally by Buyer and Seller. Any Allocation delivered by the Accountants shall be the Final Allocation. Buyer and Seller shall (i) be bound by the Final Allocation for purposes of determining any Taxes and (ii) prepare and file all Tax Returns in a manner consistent with the Final Allocation and otherwise take no position (and cause its Affiliates to take no position) inconsistent with the Final Allocation, unless required by applicable Law; provided, however, that if the Surviving Pubco does not provide any comments nothing in writing to the Company Securityholder Representative within such period, such Allocation as delivered by the Company Securityholder Representative shall become final. Any disputes under this Section 6.2 that cannot be resolved through good faith negotiation 7.1 shall be referred to the Neutral Accountant, whose determination shall be final and binding upon the parties. The cost prohibit any Party (or any of the Neutral Accountant’s review and determination shall be borne its respective Affiliates) from settling any proposed deficiency or adjustment by the Surviving Pubco and the Company Securityholder Representative in accordance with the principles of Section 2.5 of this Agreement. The Company Securityholder Representative and the Surviving Pubco shall report consistently with the Intended Tax Treatment and the Allocation on all Tax Returns, and no Party shall take any position in any Tax Return or with any Governmental Authority that is inconsistent with based upon or arising out of the Intended Tax Treatment or Allocation, as finally determined in accordance with this Section 6.2(aFinal Allocation and the Parties (and any of their respective Affiliates) in each case, unless shall not be required to do so litigate before any court any proposed deficiency or adjustment by a final determination any Governmental Authority challenging the Final Allocation and (y) the Final Allocation shall be adjusted as defined in mutually agreed by Buyer and Seller to account for any adjustments to the Purchase Price pursuant to Section 1313 of the Code9.9.

Intended Tax Treatment; Purchase Price Allocation. The Parties intend that (i) the Domestication is intended to be treated as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and that this Agreement shall be adopted as a plan of reoganizationreorganization, (ii) the Surviving Company is a continuation of the Company for U.S. federal income tax purposes and that the Parties shall treat the Cash Consideration and any NCP Contingent Payment Remaining Amount received in connection with the Merger as an acquisition of interests in the Company by the Surviving Pubco (the “Intended Tax Treatment”). The Company Securityholder Representative shall prepare and deliver to the Surviving Pubco, within ninety (90) days following the determination of the Final Closing Adjustment in accordance with Section 2.5 of this Agreement, an allocation of the Merger Consideration and any other amounts treated as consideration for U.S. federal income tax purposes among the Company’s assets in accordance with Section 2.2(b) of this Agreement and Section 1060 (and Section 751 and 755, if applicable) of the Code and the Treasury regulations promulgated thereunder (the “Allocation”). The Surviving Pubco shall have thirty (30) days from the receipt of the Allocation to review and comment on the Allocation and the Surviving Pubco and the Company Securityholder Representative shall negotiate in good faith to resolve any disagreements; provided, that if the Surviving Pubco does not provide any comments in writing to the Company Securityholder Representative within such period, such Allocation as delivered by the Company Securityholder Representative shall become final. Any disputes under this Section 6.2 that cannot be resolved through good faith negotiation shall be referred to the Neutral Accountant, whose determination shall be final and binding upon the parties. The cost of the Neutral Accountant’s review and determination shall be borne by the Surviving Pubco and the Company Securityholder Representative in accordance with the principles of Section 2.5 of this Agreement. The Company Securityholder Representative and the Surviving Pubco shall report consistently with the Intended Tax Treatment and the Allocation on all Tax Returns, and no Party shall take any position in any Tax Return or with any Governmental Authority that is inconsistent with the Intended Tax Treatment or Allocation, as finally determined in accordance with this Section 6.2(a) in each case, unless required to do so by a final determination as defined in Section 1313 of the Code.