Common use of Price Allocation Clause in Contracts

Price Allocation. The Sellers and the Buyer agree to allocate the ---------------- Purchase Price for the Purchased Assets in accordance with the residual method described in the Treasury Regulations promulgated under Section 338(b)(5) of the Code, as amended (the "Price Allocation"). The Sellers and the Buyer further agree to comply with all filing, notice and reporting requirements described in Section 1060 of the Code and the temporary Treasury Regulations promulgated thereunder. The Sellers and the Buyer mutually agree to use their reasonable best efforts to agree to the Price Allocation to be detailed (i) in Section 1.7 of the Disclosure Schedule to be completed at Closing, and (ii) on the Form 8594 jointly completed and separately filed with their respective income tax returns for the tax year in which the Closing occurs. The failure to agree on the Price Allocation, however, shall not constitute a default or breach of this Agreement by either party hereto. The parties further agree that they will report the federal, state, municipal, foreign and local and other tax consequences of the purchase and sale hereunder in a manner consistent with the Price Allocation, and, if agreed upon, that they will not take any position inconsistent therewith. If the Sellers and the Buyer are unable to agree upon a Price Allocation within five (5) days after Closing, any remaining disputed matters with respect to such Price Allocation will be finally and conclusively determined by an independent accounting firm of national standing (the "Allocation Arbiter") selected by the Buyer and the Sellers, which firm will not be the regular accounting firm of the Buyer, either Seller or the Shareholder. Promptly, but not later than ten (10) days after its acceptance of its appointment, the Allocation Arbiter will determine (based solely on presentations by the Buyer and the Sellers and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Purchase Price, which report will be conclusive and binding upon the parties. The fees and expenses of the Allocation Arbiter shall be paid equally by the Buyer, on the one hand, and the Sellers and the Shareholder on the other. The Buyer and the Sellers will, subject to the requirements of any applicable tax law or election, file all Tax Returns and reports consistent with the allocation provided in the determination of the Allocation Arbiter.

Price Allocation. The Prior to the Closing, the Sellers shall initially prepare an allocation of the Base ROW Purchase Price, the French Business Purchase Price and the Share Purchase Price (and any capitalized costs) and the Assumed Liabilities (if any) among the Purchased Assets (other than the Additional Equipment) and the Purchased Shares (the "Initial Allocation"), which shall be mutually agreed to by the Parties and be attached as Schedule 2.10 to this Agreement and the Sellers and the Buyer agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, in accordance therewith, subject to any adjustment agreed to by the ---------------- Purchase Price for the parties pursuant to this Section 2.10. Solely with respect to Purchased Assets of Sierra US, such allocation shall be prepared in accordance with the residual method described in the Treasury Regulations promulgated under Section 338(b)(5) of the Code, as amended (the "Price Allocation"). The Sellers and the Buyer further agree to comply with all filing, notice and reporting requirements described in Section 1060 of the Code and the temporary U.S. Treasury Regulations promulgated thereunderthereunder (and any similar provision of state or local Law, as appropriate). The Sellers and the Buyer mutually agree to use their reasonable best efforts to agree to the Price Allocation to be detailed (i) in Section 1.7 of the Disclosure Schedule to be completed at Closing, and (ii) on the Form 8594 jointly completed and separately filed with their respective income tax returns for the tax year in which No later than 90 days after the Closing occurs. The failure Date, Sellers shall deliver to agree on the Price AllocationBuyer an allocation, however, shall not constitute a default or breach of this Agreement by either party hereto. The parties further agree that they will report the federal, state, municipal, foreign and local and other tax consequences of the purchase and sale hereunder prepared in a manner consistent with the Price preparation of the Initial Allocation, andreflecting any proposed adjustment to the Initial Allocation as a result of any adjustment to the Base ROW Purchase Price, if agreed uponthe French Business Purchase Price and the Share Purchase Price (the "Final Allocation"). The Final Allocation shall be final and conclusive unless the Buyer disagrees, in good faith, with a material portion of the proposed allocation and notifies the Sellers that they will not take any position inconsistent therewithit objects to one or more items within 30 days of the delivery of such allocation. If In this event, the Sellers and Buyer will work together in good faith to resolve the Buyer are unable to agree upon a Price Allocation within five (5) days after Closing, any remaining disputed matters with respect to such Price Allocation will be finally and conclusively determined by an independent accounting firm of national standing (the "Allocation Arbiter") selected issues raised by the Buyer and the Sellersallocation, which firm will not be the regular accounting firm of the Buyerprovided, either Seller or the Shareholder. Promptlyhowever, but not later than ten (10) days after its acceptance of its appointment, the Allocation Arbiter will determine (based solely on presentations by if the Buyer and the Sellers and not are unable to resolve any dispute within 10 days, such dispute shall be resolved by independent review) only those matters in the Independent Accountants which resolution shall be binding on the Parties. The Independent Accountants shall resolve the dispute and will render a written report as to the disputed matters and the resulting allocation within 30 days of the Purchase Price, which report will be conclusive and binding upon the partiesmatter being referred to them. The fees and expenses of the Allocation Arbiter Independent Accountants shall be paid borne equally by between the Buyer, on the one hand, and the Sellers and the Shareholder Sellers, on the otherother hand. The Buyer and the Sellers willshall report, subject to the requirements of any applicable tax law or electionact, and file all Tax Returns (including, but not limited to IRS Form 8594, if applicable) in all respects and reports for all purposes consistent with the such allocation. No Party shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such agreed upon allocation provided in the determination of the Allocation Arbiterunless required to do so by applicable Law.

Price Allocation. The Sellers and (1)No later than ninety (90) days after the Buyer agree to allocate date hereof, Purchaser shall provide Seller with a schedule allocating the ---------------- Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by Purchaser for United States federal income Tax purposes) among the Purchased Assets in accordance with Section 1060 of the residual method described in Code, the Treasury Regulations promulgated under Section 338(b)(5) of the Code, as amended (the "Price Allocation"). The Sellers and the Buyer further agree to comply with all filing, notice and reporting requirements described in Section 1060 of the Code and the temporary Treasury Regulations promulgated thereunder. The Sellers and the Buyer mutually agree to use their reasonable best efforts to agree to the Price Allocation to be detailed (i) in Section 1.7 of the Disclosure Schedule to be completed at Closing, and (ii) on any other applicable Tax laws that the Form 8594 jointly completed and separately filed with their respective income tax returns for the tax year in which the Closing occurs. The failure to agree on the Price Allocation, however, shall not constitute a default or breach of this Agreement by either party hereto. The parties further agree that they will report the federal, state, municipal, foreign and local and other tax consequences of the purchase and sale hereunder in a manner consistent with the Price Allocation, and, if agreed upon, that they will not take any position inconsistent therewith. If the Sellers and the Buyer are unable to agree upon a Price Allocation within five (5) days after Closing, any remaining disputed matters Parties must satisfy with respect to such Price Allocation will be finally and conclusively determined by an independent accounting firm of national standing (the "Allocation Arbiter") selected by the Buyer and the Sellers, which firm will not be the regular accounting firm of the Buyer, either Seller or the Shareholder. Promptly, but not later than ten (10) days after its acceptance of its appointment, the Allocation Arbiter will determine (based solely on presentations by the Buyer and the Sellers and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Purchase PricePrice (the “Purchase Price Allocation”). If Seller provides no comments with respect to the Purchase Price Allocation by written notice to Purchaser within thirty (30) days after receipt by Seller of the Purchase Price Allocation, then the Purchase Price Allocation shall be deemed final, binding and conclusive for all purposes of this Agreement and with respect to any Tax filings made in connection with the actions and transactions contemplated by this Agreement. If Seller provides any comments with respect to the Purchase Price Allocation by written notice to Purchaser within thirty (30) days after receipt by Seller of the Purchase Price Allocation, and sets forth in such written notice the disputed item or items and the basis for its objection in reasonable detail, then Seller and Purchaser shall negotiate in good faith to resolve any such dispute for a period of fifteen (15) days thereafter. If, within fifteen (15) days of Purchaser’s receipt of a valid written notice of objection to the Purchase Price Allocation, Purchaser and Seller have not reached an agreement regarding the disputed item or items specified in such written notice, Purchaser and Seller shall submit (at the expiration of such fifteen (15) day period) all disputed items for resolution to an independent accountant. The independent accountant shall deliver to Purchaser and Seller a written determination of any disputed item within twenty (20) days of submission of the dispute to the independent accountant, which report will determination shall be final, binding and conclusive and binding upon on the partiesparties hereto. The fees and expenses of the Allocation Arbiter shall independent accountant will be paid shared equally by the Buyer, on the one hand, Seller and the Sellers and the Shareholder on the other. The Buyer and the Sellers will, subject to the requirements of any applicable tax law or election, file all Tax Returns and reports consistent with the allocation provided in the determination of the Allocation ArbiterPurchaser.

Price Allocation. The Sellers and No later than one hundred twenty (120) days after the Buyer agree to allocate date hereof, Purchaser shall provide Seller with an allocation of the ---------------- Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by Purchaser for United States federal income Tax purposes) among the Purchased Assets in accordance with the residual method described in the Treasury Regulations promulgated under Section 338(b)(5) of the Code, as amended (the "Price Allocation"). The Sellers and the Buyer further agree to comply with all filing, notice and reporting requirements described in Section 1060 of the Code and the temporary Treasury Regulations promulgated thereunderthereunder and methodologies set forth on Schedule 7.1 (the “Purchase Price Allocation”). The Sellers and the Buyer mutually agree to use their reasonable best efforts to agree If Seller provides no comments with respect to the Purchase Price Allocation by written notice to be detailed Seller within thirty (i30) in Section 1.7 days after receipt by Seller of the Disclosure Schedule to be completed at Closing, and (ii) on the Form 8594 jointly completed and separately filed with their respective income tax returns for the tax year in which the Closing occurs. The failure to agree on the Purchase Price Allocation, howeverthen the Purchase Price Allocation shall be deemed final, shall not constitute a default or breach binding and conclusive for all purposes of this Agreement and with respect to any Tax filings made in connection with the actions and transactions contemplated by either party heretothis Agreement. The parties further agree that they will report If Seller provides any comments with respect to the federal, state, municipal, foreign and local and other tax consequences Purchase Price Allocation by written notice to Purchaser within thirty (30) days after receipt by Seller of the purchase and sale hereunder in a manner consistent with the Purchase Price Allocation, and, if agreed upon, that they will not take any position inconsistent therewith. If and sets forth in such written notice the Sellers disputed item or items and the Buyer are unable basis for its objection in reasonable detail, then Seller and Purchaser shall negotiate in good faith to agree upon resolve any such dispute for a Price Allocation within five period of fifteen (515) days after Closingthereafter. If, within fifteen (15) days of Purchaser’s receipt of a valid written notice of objection to the Purchase Price Allocation, Purchaser and Seller have not reached an agreement regarding the disputed item or items specified in such written notice, Purchaser and Seller shall submit (at the expiration of such fifteen (15) day period) all disputed items for resolution to an Accounting Mediator. The Accounting Mediator shall deliver to Purchaser and Seller a written determination of any remaining disputed matters with respect item within twenty (20) days of submission of the dispute to such Price Allocation will be finally and conclusively determined by an independent accounting firm of national standing (the "Allocation Arbiter") selected by the Buyer and the SellersAccounting Mediator, which firm will not determination shall be final, binding and conclusive on the regular accounting firm of the Buyer, either Seller or the Shareholder. Promptly, but not later than ten (10) days after its acceptance of its appointment, the Allocation Arbiter will determine (based solely on presentations by the Buyer and the Sellers and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Purchase Price, which report will be conclusive and binding upon the partiesparties hereto. The fees and expenses of the Allocation Arbiter shall Accounting Mediator will be paid shared equally by the Buyer, on the one hand, Seller and the Sellers and the Shareholder on the other. The Buyer and the Sellers will, subject to the requirements of any applicable tax law or election, file all Tax Returns and reports consistent with the allocation provided in the determination of the Allocation ArbiterPurchaser.

Price Allocation. The Sellers and the Buyer agree to allocate the ---------------- Purchase Price (including any Assumed Liabilities and any other items properly treated as consideration for the Purchased Assets for Tax purposes) shall be allocated among the Purchased Assets in accordance with the residual method described methodology set forth in Section 6.1.4 of the Treasury Regulations promulgated Disclosure Schedules (the “Allocation Methodology”). Within sixty (60) days after the final determination of the Closing Date Working Capital Amount and any Post-Closing Adjustment Amount under Section 338(b)(52.7, Buyer will deliver to Seller a schedule allocating the Purchase Price (including any Assumed Liabilities and any other items properly treated as consideration for the Purchased Assets for Tax purposes) of among the Code, as amended Purchased Assets for all purposes (the "Price Allocation"“Allocation Schedule”). The Sellers and the Buyer further agree to comply Allocation Schedule shall be prepared in accordance with all filing, notice and reporting requirements described in Section 1060 of the Code and the temporary Treasury Regulations promulgated thereunderAllocation Methodology. The Sellers and Allocation Schedule shall be deemed final unless Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Buyer mutually agree to use their reasonable best efforts to agree to the Price Allocation to be detailed Schedule within thirty (i30) in Section 1.7 days after delivery of the Disclosure Allocation Schedule to Seller. In the event of any such objection, Seller and Buyer shall negotiate in good faith to resolve such dispute (any such resolution shall be completed at Closing, final and (ii) binding on the Form 8594 jointly completed and separately filed with their respective income tax returns for the tax year in which the Closing occurs. The failure to agree on the Price Allocationparties); provided, however, shall not constitute a default or breach of this Agreement by either party hereto. The parties further agree that they will report if Seller and Xxxxx are unable to resolve any dispute with respect to the federal, state, municipal, foreign and local and other tax consequences Allocation Schedule within forty-five (45) days after the delivery of the purchase and sale hereunder Allocation Schedule to Seller, such dispute shall be resolved by the Independent Accountant in a manner consistent accordance with the Price Allocation, and, if agreed upon, that they will not take provisions set forth in Section 2.7.2 mutatis mutandis (and any position inconsistent therewithsuch determination shall be final and binding on the parties absent manifest error or fraud). If the Sellers and the Buyer are unable Purchase Price is adjusted pursuant to agree upon a Price Allocation within five (5) days after Closingthis Agreement, any remaining disputed matters with respect to such Price Allocation will be finally and conclusively determined by an independent accounting firm of national standing (the "Allocation Arbiter") selected by the Buyer and the Sellers, which firm will not be the regular accounting firm of the Buyer, either Seller or the Shareholder. Promptly, but not later than ten (10) days after its acceptance of its appointment, shall revise the Allocation Arbiter will determine (based solely on presentations by the Buyer and the Sellers and not by independent review) only those matters in dispute and will render a written report Schedule as necessary to the disputed matters and the resulting allocation of reflect adjustments to the Purchase Price, which report will Buyer shall deliver to Seller within thirty (30) days following the date of such adjustment, and which shall be conclusive subject to Seller’s review and comment and subject to the dispute resolution mechanism set forth in the immediately preceding sentence. The Allocation Schedule, as finalized pursuant to this Section 6.1.4 shall be binding upon the partiesparties hereto and their respective Affiliates. The fees Seller (or its Affiliates) and expenses of the Allocation Arbiter shall be paid equally by the Buyer, on the one hand, and the Sellers and the Shareholder on the other. The Buyer and the Sellers will, subject agree to the requirements of any applicable tax law or election, file all Tax Returns and reports consistent (including their respective IRS Forms 8594, if applicable) in accordance with the allocation provided Allocation Schedule, as finalized pursuant to this Section 6.1.4, and to not take any action inconsistent with the Allocation Schedule, as finalized pursuant to this Section 6.1.4, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code. If any Governmental Body disputes the Allocation Schedule (or any revision thereto), the party hereto receiving notice of the dispute shall promptly notify the other party hereto of such dispute, and the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the determination effectiveness of the Allocation ArbiterSchedule.

Price Allocation. Within one hundred and twenty (120) days following the Closing Date, the Buyers shall prepare and deliver to the Sellers a schedule allocating (i) the U.S. Purchase Price (plus any U.S. Assumed Liabilities that are treated as consideration for the U.S. Media Assets for Tax purposes) among the U.S. Media Assets and (ii) the European Purchase Price (plus any European Assumed Liabilities that are treated as consideration for the European Media Assets) among the European Media Assets for Tax purposes (collectively, the “Price Allocation”). Within thirty (30) days of delivery of the Price Allocation, the Sellers shall notify the Buyers of any proposed changes. The Sellers parties shall consult with each other and attempt in good faith to resolve any issues arising as a result of the Price Allocation. If the parties cannot agree on the Price Allocation, the dispute shall be resolved by an independent nationally recognized accounting firm acceptable to the Buyers and the Buyer agree to allocate the ---------------- Purchase Price for the Purchased Assets in accordance with the residual method described in the Treasury Regulations promulgated under Section 338(b)(5) of the Code, as amended (the "Price Allocation")Sellers. The Sellers and Price Allocation with respect to the Buyer further agree to comply U.S. Media Assets shall be prepared in a manner consistent with all filing, notice and reporting requirements described in Section 1060 of the Code and the temporary Treasury Regulations regulations promulgated thereunder. The Sellers and the Buyer mutually agree Each party agrees to use their reasonable best efforts to agree to timely file an IRS Form 8594 reflecting the Price Allocation with respect to the U.S. Media Assets for the taxable year that includes the Closing Date and to make any timely filing required by applicable state or local laws. To the extent the Purchase Price is adjusted after the Closing Date, the parties agree to revise IRS Form 8594 as appropriate. The Price Allocation made pursuant to this Section 6.1 shall be detailed (i) in Section 1.7 of the Disclosure Schedule to be completed at Closing, and (ii) binding on the Form 8594 jointly completed Buyers and separately filed the Sellers for all Tax reporting purposes. Neither the Buyers nor the Sellers shall take any position inconsistent with their respective income tax returns the Price Allocation in connection with any Tax proceeding, except that the Buyers’ cost for the tax year Transferred Assets may differ from the amount so allocated to the extent necessary to reflect its capitalized acquisition costs not included in which the Closing occursamount realized by Transferred Assets. The failure to agree on If any taxing authority disputes the Price Allocation, however, shall not constitute a default or breach of this Agreement by either the party hereto. The parties further agree that they will report the federal, state, municipal, foreign and local and other tax consequences receiving notice of the purchase dispute shall promptly notify the other party hereto of such dispute and sale hereunder the parties hereto shall cooperate in a manner consistent with good faith in responding to such dispute in order to preserve the effectiveness of the Price Allocation, and, if agreed upon, that they will not take any position inconsistent therewith. If the Sellers and the Buyer are unable to agree upon a Price Allocation within five (5) days after Closing, any remaining disputed matters with respect to such Price Allocation will be finally and conclusively determined by an independent accounting firm of national standing (the "Allocation Arbiter") selected by the Buyer and the Sellers, which firm will not be the regular accounting firm of the Buyer, either Seller or the Shareholder. Promptly, but not later than ten (10) days after its acceptance of its appointment, the Allocation Arbiter will determine (based solely on presentations by the Buyer and the Sellers and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Purchase Price, which report will be conclusive and binding upon the parties. The fees and expenses of the Allocation Arbiter shall be paid equally by the Buyer, on the one hand, and the Sellers and the Shareholder on the other. The Buyer and the Sellers will, subject to the requirements of any applicable tax law or election, file all Tax Returns and reports consistent with the allocation provided in the determination of the Allocation Arbiter.