Common use of Purchase Price; Allocation of Purchase Price Clause in Contracts

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets, the equity interests of New Parent and the Shares, subject to the adjustment set forth in Section 2.09, shall be an amount (the “Purchase Price”) equal to (i) US$2,113,400,000 in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to Section 5.28. (b) As soon as commercially reasonably possible after the Determination Date, but in no event later than one hundred and eighty (180) days after the Closing Date, Seller shall prepare and deliver to Buyer, for Buyer’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed), an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and in accordance with applicable Law (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) Business Days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment to the amount of the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, in accordance with the principles and procedures of this Section 2.07(b). The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation Statement, and neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed).

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets, the equity interests of New Parent Assets and the Shares, subject to the adjustment set forth in Section 2.093.08(c), shall be an amount in cash (the “Purchase Price”) equal to (i) US$2,113,400,000 in cash, plus (ii) the Estimated Working Capital Adjustment Amount$32,000,000, minus (iiiii) the Estimated Closing Date Indebtedness, plus (iviii) the Estimated Closing Date Cash (orCash, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), and minus (viv) any amounts the Inventory Adjustment, if any. The Purchase Price shall be paid to Seller at the Initial Closing in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to accordance with Section 5.283.08(b). (b) As soon as commercially reasonably possible after the Determination Date, but in no event later than one hundred and eighty Within forty-five (18045) days after the Closing Determination Date, Seller shall prepare and deliver to Buyer, for Buyer’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed), Buyer an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased CompaniesSubsidiaries, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, assets of the amounts allocated to any Purchased Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entitiespurposes, consistent with the procedures in Section 2.09 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) Business Days days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall make negotiate in good faith to resolve promptly any changes reasonably requested such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by Buyerthe Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount of the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, in accordance with the principles and procedures of this Section 2.07(b). The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation Statement, and neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed).of

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets, Assets (the equity interests of New Parent "PURCHASE PRICE") is $369.5 million in cash. The Purchase Price shall be paid as provided in Section 2.07 and the Shares, shall be subject to the adjustment set forth as provided in Section 2.09, shall be an amount (the “Purchase Price”) equal to (i) US$2,113,400,000 in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to Section 5.28. (b) As soon as commercially reasonably possible practicable after the Determination Datedetermination of the Final Net Worth, but in no event later than one hundred and eighty (180) days after the Closing Date, Seller Buyer shall prepare and deliver to Buyer, for Buyer’s review, comment and consent the Seller a statement (not to be unreasonably withheld, conditioned or delayedthe "TAX ALLOCATION STATEMENT"), an allocation of allocating the final Purchase Price Price, as adjusted pursuant to Section 2.09 (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and in accordance with applicable Law Section 1060 of the Code. If within 30 days after the delivery of the Tax Allocation Statement the Seller notifies the Buyer in writing that the Seller objects to the allocation set forth in the Tax Allocation Statement, the Buyer and the Seller shall use commercially reasonable efforts to resolve such dispute within 30 days. In the event that the Buyer and the Seller are unable to resolve such dispute within 30 days, the Buyer and the Seller shall jointly retain a nationally recognized accounting firm (the “Allocation Statement”)"ACCOUNTING REFEREE") to resolve the disputed items. If Buyer does not object to Upon resolution of the Allocation Statement within thirty (30) Business Days after receiptdisputed items, the allocation reflected on the Tax Allocation Statement shall be final adjusted to reflect such resolution. The costs, fees and binding on expenses of the Parties. If Accounting Referee shall be borne equally by Buyer does object and Seller. (c) Seller and Buyer agree to (i) be bound by the Tax Allocation Statement within such period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment to the amount of the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, (ii) act in accordance with the principles Tax Allocation Statement in the preparation, filing and procedures audit of this Section 2.07(b). The Parties agree that they will not, and will not permit any Tax return. (d) Not later than 30 days prior to the filing of their respective Affiliates toForms 8594 relating to this transaction, take each party shall deliver to the other party a position (except as required pursuant to any order copy of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service its Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation Statement, and neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed).

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets, the equity interests of New Parent Assets and the Sharesrights, subject to benefits, liabilities and obligations under the adjustment set forth Assumed Contract and under the Intellectual Property Agreement (the "INTANGIBLE ASSETS") (the "PURCHASE PRICE") is $16,008,570 in cash and 8,200,000 shares (the "STOCK CONSIDERATION") of common stock (as adjusted for stock splits, consolidations and the like), par value $.001 per share, of Buyer ("BUYER COMMON STOCK") for all Purchased Assets and the Intangible Assets. The Purchase Price shall be paid as provided in Section 2.09, shall be an amount (the “Purchase Price”) equal to (i) US$2,113,400,000 in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to Section 5.282.06. (b) As soon as commercially reasonably possible practicable after the Determination DateClosing, but in no event later than one hundred and eighty (180) days after the Closing Date, Seller Buyer shall prepare and deliver to Buyer, for Buyer’s review, comment and consent Seller a statement (not to be unreasonably withheld, conditioned or delayed), an allocation of the final "ALLOCATION STATEMENT") allocating the Purchase Price (plus liabilities under the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each caseContract, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and Intangible Assets in accordance with applicable Law (Section 1060 of the “Allocation Statement”). If Code; provided that Buyer does not object to the Allocation Statement within thirty (30) Business Days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment to cooperate in the amount preparation of the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, Seller shall have the right to approve the Allocation Statement (which approval shall not be withheld unreasonably) and Buyer shall use commercially reasonable efforts to prepare the Allocation Statement in order to minimize Transfer Taxes. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement and (ii) act in accordance with the principles Allocation Statement for all tax and procedures of this Section 2.07(b). The Parties agree that they will not, and will not permit any accounting purposes. (d) Not later than 30 days prior to the filing of their respective Affiliates toForms 8594 relating to this transaction, take each party shall deliver to the other party a position (except as required pursuant to any order copy of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service its Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation Statement, and neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed).

Purchase Price; Allocation of Purchase Price. (a) The purchase price On the terms and subject to the conditions set forth in this Agreement, Buyer shall, on its own behalf and as agent for the relevant Designated Buyers, as consideration for the Purchased Assets, in addition to the equity interests assumption by Buyer of New Parent the Assumed Liabilities, (i) pay to the Sellers $20 million cash (the “Closing Cash Payment”), (ii) deliver to Kentucky River the Second Lien Note and (ii) deliver to the sellers a third lien secured promissory note in an amount equal to $25 million (the “Third Lien Note” and together with the Closing Cash Payment and the SharesSecond Lien Note, the “Base Purchase Price”). The Base Purchase Price shall be subject to the adjustment set forth at and after Closing in accordance with Section 2.092.08 (as adjusted, shall be an amount (the “Purchase Price”) equal to (i) US$2,113,400,000 ). The Purchase Price shall be paid as provided in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to Section 5.282.11. (b) As soon as commercially reasonably possible after the Determination Date, but in no event later than one hundred and eighty Within ninety (18090) days after following the Closing Date, Seller Buyer shall prepare and deliver to Buyer, for Buyer’s review, comment and consent Sellers’ Representative a statement (not to be unreasonably withheld, conditioned or delayedthe “Allocation Statement”), an allocation of allocating the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and in accordance with applicable Law Section 1060 of the Code and the U.S. Treasury regulations thereunder (and any similar provision of state, local or non-U.S. law, as appropriate), as of Closing Date (the “Allocation StatementAllocation”). If Buyer does not object to the The Allocation Statement within thirty (30) Business Days after receipt, the Allocation Statement shall be considered final and binding on the Parties. If Parties unless, within 20 Business Days after the delivery of the Allocation Statement, Sellers’ Representative notifies Buyer does object in writing that the Sellers have any good faith objection to the Allocation set forth in the Allocation Statement and the writing sets forth in reasonable detail (i) the items or amounts with which the Sellers disagree and the basis for such disagreement, and (ii) the Sellers’ proposed corrections to the Allocation Statement. If Sellers’ Representative makes such a timely objection, Buyer and Sellers’ Representative shall work in good faith to resolve such dispute within twenty (20) days from the date Sellers’ Representative delivers the objection to Buyer. In the event that Buyer and Sellers’ Representative are unable to resolve such dispute within the twenty (20) day period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment the issue(s) in dispute will be submitted to the amount Auditor for resolution. The determination of the Auditor shall be set forth in a written notice delivered no later than thirty (30) days after the issue(s) in dispute have been submitted to the Auditor, to Buyer and Sellers’ Representative by the Auditor and will be final, binding and conclusive on the Parties. The Buyer, on the one hand, and the Sellers, on the other hand, shall each bear fifty percent (50%) of the fees and expenses of the Auditor for such determination. The Buyer and the Sellers will use all commercially reasonable efforts to cause the Auditor to render its decision as promptly as practicable, including by promptly complying with all reasonable requests by the Auditor for information, books, records and similar items. In the event of any adjustments to the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith cooperate to mutually agree to appropriate revisions to adjust the Allocation Statement, in accordance with the principles and procedures of this Section 2.07(b2.06(b). . (c) The Parties Sellers, Buyer and the Designated Buyers agree that they will not, and will not permit any of their respective Affiliates to, take a position to (except i) be bound by the Allocation (as required determined pursuant to any order clause (b) above) for purposes of a Governmental Authoritydetermining Taxes and (ii) on act in accordance with the Allocation in the preparation, filing and audit of any Tax Return (including, but not limited to, Internal Revenue Service including filing Form 8594) or in any audit or examination before any Governmental Authority 8594 with their U.S. federal income Tax Returns for the taxable year that is in any way inconsistent with includes the Allocation Statement (as such may be adjustedClosing Date); provided, however, that nothing contained herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any courtBuyer, any challenge, Designated Buyer or the Sellers from settling any proposed deficiency or adjustment by any Governmental Taxing Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation StatementAllocation, and neither Party Buyer nor any Designated Buyer nor the Sellers shall settle be required to litigate before any court any proposed deficiency or otherwise compromise adjustment by any Taxing Authority challenging such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed)Allocation.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Interests and Purchased AssetsAssets is (i) $1,500,000,000 (the “Base Amount”), (ii) plus Closing Cash, (iii) plus the equity interests of New Parent Closing Net Working Capital Adjustment Amount, (iv) minus Closing Indebtedness and the Shares, subject to the adjustment set forth in Section 2.09, shall be an amount (v) minus Transaction Expenses (the “Purchase Price”) equal ). The parties agree that the Purchase Price shall be allocated among the Purchased Subsidiaries and the Purchased Assets in accordance with the methodology set forth in Exhibit B. The Estimated Purchase Price shall be paid as provided in Section 2.05 and shall be subject to (i) US$2,113,400,000 adjustment as provided in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to Section 5.282.10. (b) As soon as commercially reasonably possible after the Determination Date, but in no event later than one hundred and eighty (180) days after the Closing Date, Seller shall prepare and deliver to Buyer, for Buyer’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed), an allocation of the final The Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) under the Code), shall be allocated among the Purchased Assets and Subsidiaries (or, in the Shares and a further allocation, to the extent required by Law, case of the amounts allocated to any Subsidiaries classified as pass-through entities Purchased Subsidiary that is disregarded for U.S. federal income tax purposes among purposes, the assets of such entities, consistent with Purchased Subsidiary) and the procedures in Section 2.09 and Purchased Assets in accordance with applicable Law (i) the methodology set forth in Exhibit B, and (ii) to the extent applicable, Section 1060 of the Code and the Treasury Regulations (and any similar provision of state, local or non-U.S. law, as appropriate) (such allocation, the “Allocation StatementAllocation”). If Buyer does not object to the The Allocation Statement within thirty (30) Business Days after receipt, the Allocation Statement shall be delivered by Seller to Buyer within 30 days after the final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment to the amount determination of the Final Purchase Price, including Price pursuant to Article VI Section 2.10 for Buyer’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Seller and Article IX, the Parties Xxxxx shall negotiate work in good faith to mutually agree to appropriate revisions resolve any disputes relating to the Allocation Statementwithin 30 days. If Seller and Buyer are unable to resolve any such dispute, such dispute shall be resolved promptly by the Accounting Referee, the costs of which shall be borne in accordance the manner set forth in Section 2.09. (c) If an adjustment is made with respect to the principles Purchase Price pursuant to Section 2.10 or otherwise under this Agreement, such adjustment shall be allocated as agreed by Buyer and procedures of this Section 2.07(b). The Parties agree that they will notSeller, and will the Allocation shall be adjusted in a manner consistent therewith. In the event that an agreement as to such adjustment is not permit any reached within 60 days after the final determination of their respective Affiliates toClosing Cash, take a position Closing Net Working Capital, Closing Indebtedness or other item giving rise to an adjustment, Buyer and Seller shall jointly retain an Accounting Referee (except as required pursuant defined in Section 2.09(c)) to any order resolve the disputed items. Upon resolution of a Governmental Authoritythe disputed items, the allocations reflected in the Allocation shall be adjusted to reflect such resolution. (d) on any Buyer and Seller shall file all Tax Return Returns (including, but not limited to, Internal Revenue Service IRS Form 8594) or in consistent with the Allocation. Neither Buyer nor Seller shall take any audit or examination before any Governmental Authority that is in any way Tax position inconsistent with such Allocation and neither Buyer nor Seller shall agree to any proposed adjustment to the Allocation Statement (as such may be adjusted)by any Taxing Authority without first giving the other party prior written notice; provided, however, that nothing contained herein shall prevent the Parties Buyer or Seller from settling any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Taxing Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation StatementAllocation, and neither Party Buyer nor Seller shall settle be required to litigate before any court any proposed deficiency or otherwise compromise adjustment by any Taxing Authority challenging such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed)Allocation.

Purchase Price; Allocation of Purchase Price. (a) The purchase price Subject to adjustment pursuant to Section 2.06 and/or Article VIII, in full payment for the Purchased Assets, Purchaser shall, or shall cause one of its Affiliates to: (i) pay to the equity interests Seller cash in the amount of New Parent the Closing Cash Proceeds at the Closing by wire transfer of immediately available funds; (ii) pay to the Seller the Additional Closing Payment at the Closing in accordance with Section 2.04(e); (iii) deposit cash in the amount of the Escrow Amount into the Escrow Account at the Closing pursuant to wire instructions delivered by the Escrow Agent to Purchaser; (iv) pay to the Seller the contingent earnout payment amounts set forth on Annex I hereto, upon and the Shares, subject to the adjustment achievement of performance metrics in accordance with the terms and covenants, and subject to the conditions, set forth on Annex I; (v) pay to each person holding any Indebtedness of the Seller the amount, and pursuant to wire instructions, set forth in the applicable payoff letter described in Section 2.09, shall be an amount 2.07(b)(vi); and (the “Purchase Price”vi) equal to (i) US$2,113,400,000 in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (or, pay to the extent that Estimated Closing Date Cash is a negative numberSeller the contingent payment amounts set forth on Annex II hereto, minus such amount)in accordance with the terms and covenants, minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Valuessubject to the conditions, as applicable, pursuant to Section 5.28set forth on Annex II. (b) As soon The amounts set forth in clauses (i), (ii), (iii), (iv), (v) and (vi) of Section 2.04(a) (collectively, the “Cash Purchase Price”), together with the Assumed Liabilities, are sometimes collectively referred to herein as commercially reasonably possible after the Determination Date, but in no event later than one hundred “Purchase Price.” (c) Purchaser and eighty (180) days after the Closing Date, Seller shall prepare and deliver to Buyerallocate the Purchase Price, for Buyer’s review, comment and consent any Earnout Consideration (not to be unreasonably withheld, conditioned or delayed), an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each case, to the extent properly taken into account for U.S. federal actually paid), any Settlement Consideration (to the extent actually paid) and all other applicable capitalized costs and other applicable income tax purposes) relevant items among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures covenants set forth in Section 2.09 and in accordance with applicable Law (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) Business Days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment to the amount of the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, 5.03 in accordance with the rules under Section 1060 of the Code and the Regulations promulgated thereunder and the principles set forth in Schedule Section 2.04(c). Purchaser shall prepare and procedures deliver the allocation to the Seller and Purchaser shall prepare and deliver to the Seller, from time to time, revised or supplemental allocations so as to report any matters that may need updating (including Purchase Price adjustments and the payment of any Earnout Consideration and Settlement Consideration) as may be required. Purchaser and the Seller Parties shall file all Tax Returns consistent with the allocation determined under this Section 2.04(c) and no party hereto shall take any position for Tax purposes inconsistent with such allocation; provided, that the parties acknowledge that Purchaser and its Affiliates may use a different allocation for financial reporting purposes. (d) Purchaser (or any of its agents or Affiliates, as the case may be) shall be entitled to deduct and withhold from any payment pursuant to this Agreement such amounts as are required to be withheld under the Code or any other applicable Tax Law. To the extent amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom the withholding was made. Purchaser shall consult with the Seller in determining the amount of any withholding Taxes prior to deducting or withholding from any payment in respect of such Taxes. (e) If Purchaser elects to make payments of any portion of the Purchase Price permitted to be paid using shares of Purchaser Common Stock pursuant to Section 2.07(b2.04(a)(ii) or Section 2.04(a)(iv), provided, that the Purchaser certifies in writing on the date of issuance that: (x) the shares of Purchaser Common Stock issuable pursuant to Section 2.04(a)(iv) on such date are duly and validly authorized and issued and fully paid and nonassessable, free and clear of any Encumbrances other than transfer restrictions under applicable securities Laws and (y) the representations and warranties set forth in Section 4.06 are true and correct as of the date of such payments as if made on and as of such date. Purchaser shall provide the Seller with written notice of such election, which notice in the case of Purchaser Common Stock issued pursuant to Section 2.04(a)(iv) on such date shall contain Purchaser’s certification as detailed in the previous sentence, and Purchaser shall issue a number of shares of Purchaser Common Stock equal to such portion of the Purchase Price divided by the Purchaser Stock Price calculated as of the date of such issuance. Evidence of any such issuance of shares shall be delivered to the Seller as promptly as practical following such issuance. No fraction of a share of Purchaser Common Stock shall be issued, but in lieu thereof, the Seller shall receive from Purchaser an amount of cash (rounded to the nearest whole cent) equal to the product of (i) such fraction and (ii) the Purchaser Stock Price. In no event shall the aggregate number of Issued Shares exceed a number of shares equal to 19.9% of the number of shares of Purchaser Common Stock outstanding immediately prior to the Closing or at the time of any issuance of any Issued Shares (the “19.9% Threshold”). The Parties agree In the event that they the number of shares of Purchaser Common Stock otherwise comprising the Issued Shares exceeds the 19.9% Threshold, the number of shares of Purchaser Common Stock issued as part of the Purchase Price will notbe cut back to the 19.9% Threshold and Purchaser will pay any such excess consideration in cash. At the time of any issuance of Issued Shares, the Seller hereby represents and warrants that the representations and warranties in Section 3.27 are, and will not permit such issuance shall be conditioned on the representations and warranties in Section 3.27 being, true and correct in all respects as of the date of such issuance. (f) Seller acknowledges and agrees that prior to the Closing, JBC’s equity interest in RTS was purchased by the Seller. Following the Closing, the Seller shall be responsible for and shall make any of their respective Affiliates to, take a position (except as and all payments to JBC required pursuant to any order of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation Statement, and neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed)purchase.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets, the equity interests of New Parent AI Interests and the Shares, subject to the adjustment set forth in Section 2.09, shall be an amount Interests (the “Purchase Price”) equal is $185,000,000, less an adjustment based on the working capital of the Business, which shall be payable in cash as provided in Section 2.08. The Sellers and Buyer agree that the adjustment based on the working capital of the Business shall be $7,000,000. The Purchase Price shall be subject to (i) US$2,113,400,000 further adjustment as provided in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to Section 5.287.09. (b) As soon as commercially reasonably possible after Set forth on Schedule 2.07(b) is a statement (the Determination Date, but in no event later than one hundred and eighty (180“Allocation Statement”) days after setting forth the Closing Date, Seller shall prepare and deliver to Buyer, principles for Buyer’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed), an allocation of allocating the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets Assets, the AI Interests and the Shares Interests in accordance with Section 1060 of the Code. Each Asset Seller, Share Seller and a further allocationBuyer agree to (i) be bound by the principles in the Allocation Statement and (ii) act in accordance with the Allocation Statement in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (c) No later than 60 days following the Closing Date, the final allocation of the Purchase Price (plus Assumed Liabilities, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and appropriate) shall be made in accordance with applicable Law the principles in the Allocation Statement and as mutually agreed by Buyer and ACI. If mutual agreement is not reached by such date, Buyer and ACI shall, during the 30 days thereafter, use their commercially reasonably efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the final allocation of Purchase Price. If during such period, Buyer and ACI are unable to reach such agreement, they shall promptly thereafter jointly retain a nationally recognized accounting firm (the “Allocation StatementAccounting Referee”)) and cause the Accounting Referee promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the final allocation of the Purchase Price. The Accounting Referee shall deliver to Buyer and ACI, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Buyer and all Sellers. The cost of such review and report shall be borne equally by Buyer and ACI. (d) If Buyer does not object an adjustment is made with respect to the Allocation Statement within thirty (30) Business Days after receiptPurchase Price pursuant to Section 7.09, the Allocation Statement shall be final adjusted in accordance with Section 1060 of the Code and binding on as mutually agreed by Buyer and ACI. Buyer and each Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Parties. If Buyer does object Code and to treat the Allocation Statement within such period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment as adjusted in the manner described in Section 2.07(c). (e) Not later than 30 days prior to the amount of the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, in accordance with the principles and procedures of this Section 2.07(b). The Parties agree that they will not, and will not permit any filing of their respective Affiliates toForms 8594 relating to this transaction, take each party shall deliver to the other party a position (except as required pursuant to any order copy of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service its Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation Statement, and neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed).

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets, the equity interests of New Parent Assets and the Shares, subject to the adjustment set forth in Section 2.093.08(c), shall be an amount in cash (the “Purchase Price”) equal to (i) US$2,113,400,000 in cash, plus (ii) the Estimated Working Capital Adjustment Amount$32,000,000, minus (iiiii) the Estimated Closing Date Indebtedness, plus (iviii) the Estimated Closing Date Cash (orCash, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), and minus (viv) any amounts the Inventory Adjustment, if any. The Purchase Price shall be paid to Seller at the Initial Closing in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to accordance with Section 5.283.08(b). (b) As soon as commercially reasonably possible after the Determination Date, but in no event later than one hundred and eighty Within forty-five (18045) days after the Closing Determination Date, Seller shall prepare and deliver to Buyer, for Buyer’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed), Buyer an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased CompaniesSubsidiaries, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, assets of the amounts allocated to any Purchased Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entitiespurposes, consistent with the procedures in Section 2.09 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) Business Days days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall make negotiate in good faith to resolve promptly any changes reasonably requested such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by Buyerthe Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount of 14 the Purchase Price, including pursuant to Article VI VII and Article IXX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, in accordance with the principles and procedures of this Section 2.07(b3.07(b). The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation Statement, and neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed).

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets, Assets (the equity interests of New Parent "Purchase Price") is $369.5 million in cash. The Purchase Price shall be paid as provided in Section 2.07 and the Shares, shall be subject to the adjustment set forth as provided in Section 2.09, shall be an amount (the “Purchase Price”) equal to (i) US$2,113,400,000 in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to Section 5.28. (b) As soon as commercially reasonably possible practicable after the Determination Datedetermination of the Final Net Worth, but in no event later than one hundred and eighty (180) days after the Closing Date, Seller Buyer shall prepare and deliver to Buyer, for Buyer’s review, comment and consent the Seller a statement (not to be unreasonably withheld, conditioned or delayedthe "Tax Allocation Statement"), an allocation of allocating the final Purchase Price Price, as adjusted pursuant to Section 2.09 (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and in accordance with applicable Law Section 1060 of the Code. If within 30 days after the delivery of the Tax Allocation Statement the Seller notifies the Buyer in writing that the Seller objects to the allocation set forth in the Tax Allocation Statement, the Buyer and the Seller shall use commercially reasonable efforts to resolve such dispute within 30 days. In the event that the Buyer and the Seller are unable to resolve such dispute within 30 days, the Buyer and the Seller shall jointly retain a nationally recognized accounting firm (the “Allocation Statement”)"Accounting Referee") to resolve the disputed items. If Buyer does not object to Upon resolution of the Allocation Statement within thirty (30) Business Days after receiptdisputed items, the allocation reflected on the Tax Allocation Statement shall be final adjusted to reflect such resolution. The costs, fees and binding on expenses of the Parties. If Accounting Referee shall be borne equally by Buyer does object and Seller. (c) Seller and Buyer agree to (i) be bound by the Tax Allocation Statement within such period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment to the amount of the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, (ii) act in accordance with the principles Tax Allocation Statement in the preparation, filing and procedures audit of this Section 2.07(b). The Parties agree that they will not, and will not permit any Tax return. (d) Not later than 30 days prior to the filing of their respective Affiliates toForms 8594 relating to this transaction, take each party shall deliver to the other party a position (except as required pursuant to any order copy of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service its Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation Statement, and neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed).

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets, the equity interests of New Parent Assets and the Sharesrights, subject to benefits, liabilities and obligations under the adjustment set forth Assumed Contract and under the Intellectual Property Agreement (the "Intangible Assets") (the "Purchase Price") is $16,008,570 in cash and 8,200,000 shares (the "Stock Consideration") of common stock (as adjusted for stock splits, consolidations and the like), par value $.001 per share, of Buyer ("Buyer Common Stock") for all Purchased Assets and the Intangible Assets. The Purchase Price shall be paid as provided in Section 2.09, shall be an amount (the “Purchase Price”) equal to (i) US$2,113,400,000 in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to Section 5.282.06. (b) As soon as commercially reasonably possible practicable after the Determination DateClosing, but in no event later than one hundred and eighty (180) days after the Closing Date, Seller Buyer shall prepare and deliver to Buyer, for Buyer’s review, comment and consent Seller a statement (not to be unreasonably withheld, conditioned or delayed), an allocation of the final "Allocation Statement") allocating the Purchase Price (plus liabilities under the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each caseContract, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and Intangible Assets in accordance with applicable Law (Section 1060 of the “Allocation Statement”). If Code; provided that Buyer does not object to the Allocation Statement within thirty (30) Business Days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment to cooperate in the amount preparation of the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, Seller shall have the right to approve the Allocation Statement (which approval shall not be withheld unreasonably) and Buyer shall use commercially reasonable efforts to prepare the Allocation Statement in order to minimize Transfer Taxes. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement and (ii) act in accordance with the principles Allocation Statement for all tax and procedures of this Section 2.07(b). The Parties agree that they will not, and will not permit any accounting purposes. (d) Not later than 30 days prior to the filing of their respective Affiliates toForms 8594 relating to this transaction, take each party shall deliver to the other party a position (except as required pursuant to any order copy of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service its Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation Statement, and neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed).

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets, the equity interests of New Parent and the Shares, subject to the adjustment set forth in Section 2.09, shall be an amount (the “Purchase Price”) equal to for the Purchased Assets shall be the sum of (i) US$2,113,400,000 in cashthe Adjusted Cash Amount, plus (ii) the Estimated Working Capital Adjustment Amount, minus Inventory Value and (iii) the Estimated Closing Date IndebtednessAggregate Capital Expenditures Amount. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Sections 2.08, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values 2.09 and Failed Site Operational Values, as applicable, pursuant to Section 5.282.10. (b) As soon promptly as commercially reasonably possible after the Determination Datepracticable, but in no event not later than one hundred and eighty (180) 60 days after the Closing DateClosing, Seller Buyer shall prepare and deliver to Buyer, for Buyer’s review, comment and consent Seller a statement (not to be unreasonably withheld, conditioned or delayedthe “Allocation Statement”), an allocation of allocating the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and in accordance with applicable Law Section 1060 of the Code (the “Allocation StatementAllocation”). If Buyer does not object to within 30 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within thirty 30 days. In the event that Buyer and Seller are unable to resolve such dispute within 30 days Buyer and Seller shall jointly retain a nationally recognized accounting firm (30the “Accounting Referee”) Business Days to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Seller. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement and (ii) act in accordance with the Allocation in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08 or, after receiptthe Closing, Section 2.08, Section 2.09, Section 2.10 or Section 12.02, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment to the amount of the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, adjusted in accordance with the principles and procedures of this Section 2.07(b). The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out 1060 of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Code and as mutually agreed by Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation Statement, and neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed).and

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets, the equity interests of New Parent Assets and the Shares, subject to the adjustment set forth Shares is $260,000,000 in Section 2.09, shall be an amount cash (the “Purchase Price”). The Purchase Price shall be paid as provided in ‎Section 2.08 (subject to ‎Section 2.07‎(b)) and shall be subject to adjustment as provided in ‎Section 2.11. (a) At the Closing, an amount equal to (i) US$2,113,400,000 the China Consideration shall be converted to Chinese renminbi in cash, plus (ii) accordance with ‎Section 13.13 and thereafter such converted amount shall be deposited with the Estimated Working Capital Adjustment Amount, minus (iii) Escrow Agent into the Estimated Closing Date Indebtedness, plus (iv) Escrow Account. The Escrow Account shall be held and disbursed by the Estimated Closing Date Cash (or, to Escrow Agent in accordance with the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect terms of Failed Site Property Values this Agreement and Failed Site Operational Values, as applicable, pursuant to Section 5.28the Escrow Agreement. (b) As soon as commercially reasonably possible after The Purchase Price and the Determination Date, but in no event later than one hundred and eighty (180) days after the Closing Date, Seller shall prepare and deliver to Buyer, for Buyer’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed), an allocation fair market value of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each case, shall be allocated to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the Shares and a further allocation, to as set forth in the extent required by Law, of the amounts allocated to any Subsidiaries classified statement attached hereto as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and in accordance with applicable Law Exhibit B (the “Allocation Statement”). If Buyer does not object , which shall include (i) a specific allocation with respect to the Allocation Statement within thirty Purchased Assets, ClosetMaid Corporation and each Purchased Foreign Subsidiary and (30ii) Business Days an agreement as to the methodology that Buyer and Seller shall use to determine the fair market value, for Canadian Tax purposes, of the Assumed Liabilities assumed by Canadian Buyer in connection with this Agreement. (c) As promptly as practicable after receiptthe Closing, but not later than 120 days after the Closing Date, Buyer shall deliver a statement allocating the “aggregate deemed sales price” (as such term is defined in Treasury Regulations Section 1.338-4) with respect to ClosetMaid Corporation and Clarison Inc. in accordance with the Treasury Regulations promulgated under Section 338(h)(10), consistent with the allocation of Purchase Price set forth on the Allocation Statement shall be final and binding on Statement, adjusted as necessary pursuant to ‎Section 2.07(e) (the Parties“338(h)(10) Allocation Statement”). If Buyer does object to If, within 20 days after the delivery of the 338(h)(10) Allocation Statement within such periodStatement, Seller shall make notifies Buyer in writing that Seller objects to any changes reasonably requested by Buyer. Promptly after any adjustment to the amount of the Purchase Priceallocation set forth thereon, including pursuant to Article VI Buyer and Article IX, the Parties Seller shall negotiate in good faith to mutually agree resolve such objection. In the event that Buyer and Seller are unable to appropriate revisions resolve such dispute within 20 days following Seller’s notification of such objection, Buyer and Seller shall jointly retain an Accounting Referee to resolve the disputed items. Upon resolution of the disputed items, the 338(h)(10) Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne (i) by Seller if the Accounting Referee determines less than 50% of the allocations in favor of Seller, (ii) by Buyer if the Accounting Referee determines less than 50% of the allocations in favor of Buyer and (iii) by Buyer and Seller equally if the Accounting Referee determines the allocations evenly between Buyer and Seller. (d) If an adjustment is made with respect to the Purchase Price pursuant to ‎Section 2.11 or otherwise, any adjustment shall be allocated to the shares of ClosetMaid Corporation, unless otherwise agreed by Buyer and Seller, and the Allocation Statement (and, if applicable, the 338(h)(10) Allocation Statement) shall be adjusted in a manner consistent therewith. If the 338(h)(10) Allocation Statement is adjusted pursuant to this ‎Section 2.07(e), in accordance with the principles Buyer and procedures of this Section 2.07(b). The Parties agree that they will notSeller shall file an amended IRS Form 8883 as required. (e) Buyer and Seller shall, and will not permit any of shall cause their respective Affiliates Subsidiaries to, take file all Tax Returns (including amended returns and claims for refunds) and information reports in a position (except as required pursuant to any order of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent manner consistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent and the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the 338(h)(10) Allocation Statement, and neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed)absent a Final Determination that an alternative allocation is required by Applicable Law.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets, the equity interests of New Parent and the Shares, subject to the adjustment set forth in Section 2.09, shall be an amount (the “Purchase Price”) equal to for the Purchased Assets shall be the sum of (i) US$2,113,400,000 in cashthe Adjusted Cash Amount, plus (ii) the Estimated Working Capital Adjustment Amount, minus Inventory Value and (iii) the Estimated Closing Date IndebtednessAggregate Capital Expenditures Amount. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Sections 2.08, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values 2.09 and Failed Site Operational Values, as applicable, pursuant to Section 5.282.10. (b) As soon promptly as commercially reasonably possible after the Determination Datepracticable, but in no event not later than one hundred and eighty (180) 60 days after the Closing DateClosing, Seller Buyer shall prepare and deliver to Buyer, for Buyer’s review, comment and consent Seller a statement (not to be unreasonably withheld, conditioned or delayedthe “Allocation Statement”), an allocation of allocating the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and in accordance with applicable Law Section 1060 of the Code (the “Allocation StatementAllocation”). If Buyer does not object to within 30 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within thirty 30 days. In the event that Buyer and Seller are unable to resolve such dispute within 30 days Buyer and Seller shall jointly retain a nationally recognized accounting firm (30the “Accounting Referee”) Business Days to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Seller. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement and (ii) act in accordance with the Allocation in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08 or, after receiptthe Closing, Section 2.08, Section 2.09, Section 2.10 or Section 12.02, the Allocation Statement shall be final adjusted in accordance with Section 1060 of the Code and binding on as mutually agreed by Buyer and Seller. In the Partiesevent that an agreement is not reached within 30 days after the determination of the applicable adjustment, any disputed items shall be resolved in the manner described in Section 2.06(b). If Buyer does object and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement within such periodas adjusted in the manner described in Section 2.06(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594. (f) No later than 20 Business Days prior to Closing, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment deliver to Buyer a proposed schedule (the “Proposed Wisconsin Tax Schedule”) that, for purposes of computing the amount of “real estate transfer fees” required by the state of Wisconsin to be paid on the sale of the Purchased Assets (the “Wisconsin Real Estate Transfer Fees”), sets forth either (i) the percentage of the Purchase Price, including pursuant Price that will be allocated to Article VI those Purchased Assets constituting “real property” as defined under the laws of the state of Wisconsin or (ii) a methodology for determining such percentage. Buyer and Article IX, the Parties Seller shall negotiate work in good faith to mutually agree to appropriate reach agreement on any revisions to the Allocation StatementProposed Wisconsin Tax Schedule and to finalize the revised Proposed Wisconsin Tax Schedule (such final schedule, the “Wisconsin Tax Schedule”) no later than 10 Business Days prior to Closing. If Buyer and Seller are unable to reach an agreement 10 Business Days prior to Closing, then Buyer and Seller shall jointly retain an Accounting Referee to resolve the dispute in accordance with the principles and procedures of this set forth in Section 2.07(b)2.11. The Parties agree that they will notAccounting Referee shall make a final determination as promptly as practicable, but in no event later than 10 days before payment of the real estate transfer fees described in the Wisconsin Tax Schedule are due pursuant to Applicable Law. Upon resolution of the dispute, the percentage or methodology (as applicable) set forth in the Wisconsin Tax Schedule shall be adjusted to reflect such resolution, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any agree to be bound by such Action taken by any Governmental Authority with respect adjusted Wisconsin Tax Schedule. Adjustments to the Allocation StatementWisconsin Real Estate Transfer Fees shall be made in accordance with this Section 2.06(f) following any post-Closing adjustments to the Purchase Price pursuant to Section 2.08, and neither Party shall settle Section 2.09 or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed)Section 2.10.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets, the equity interests of New Parent and the Shares, subject to the adjustment set forth Purchase Price shall be paid as provided in Section 2.09, shall be an amount (the “Purchase Price”) equal to (i) US$2,113,400,000 in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to Section 5.282.07. (b) As soon as commercially reasonably possible practicable after the Determination DateClosing, but in no event later than one hundred and eighty (180) days after the Closing Date, Seller Buyer shall prepare and deliver to Buyer, for Buyer’s review, comment and consent the Seller a statement (not to be unreasonably withheld, conditioned or delayedthe "Allocation Statement"), an allocation of allocating the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and in accordance with applicable Law (Section 1060 of the “Allocation Statement”)Code. If Buyer does not object to within ten (10) days after the delivery of the Allocation Statement the Seller notifies the Buyer in writing that the Seller objects to the allocation set forth in the Allocation Statement, the Buyer and the Seller shall use commercially reasonable efforts to resolve such dispute within thirty twenty (3020) Business Days after receiptdays. In the event that the Buyer and the Seller are unable to resolve such dispute within twenty (20) days, the Buyer and the Seller shall jointly retain a nationally recognized accounting firm (the "Accounting Referee") to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be final adjusted to reflect such resolution. The costs, fees and binding on the Parties. If Buyer does object to the Allocation Statement within such period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment to the amount expenses of the Purchase Price, including pursuant to Article VI Accounting Referee shall be borne equally by Buyer and Article IX, the Parties shall negotiate in good faith to mutually Seller. (c) Seller and Buyer agree to appropriate revisions to (i) be bound by the Allocation Statement, (ii) act in accordance with the principles Allocation in the preparation, filing and procedures audit of this Section 2.07(bany Tax return (including, without limitation, filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). The Parties agree that they will not, and will not permit any . (d) Not later than 30 days prior to the filing of their respective Affiliates toForms 8594 relating to this transaction, take each party shall deliver to the other party a position (except as required pursuant to any order copy of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service its Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation Statement, and neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed).

Purchase Price; Allocation of Purchase Price. (a) The purchase price consideration for the Purchased Assets, the equity interests of New Parent and the Shares, subject to the adjustment set forth in Section 2.09, Assets shall be an amount $225,000,000 in cash, without interest (the “Purchase Price”) equal to (i) US$2,113,400,000 in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to Section 5.28. (b) As soon as commercially reasonably possible after With respect to the Determination Date, but in no event later than one hundred and eighty (180) days after acquisition of the Closing DatePurchased Assets, Seller shall prepare and deliver to Buyer, for Buyer’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed), an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each case, to the extent properly taken into account for U.S. federal under the Code and other applicable income tax purposesthe Treasury Regulations) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and in accordance with applicable Law Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”), and Seller shall deliver such Allocation to Buyer as soon as practicable after the Closing Date. Buyer shall within 30 calendar days of receipt of the Allocation notify Seller in writing that it is in agreement with the Allocation, or alternatively of any reasonable objections that Buyer has to the Allocation. In the event that Buyer objects to Seller’s proposed Allocation and the Parties cannot, acting in good faith and using commercially reasonable efforts, subsequently agree in writing on a mutually satisfactory Allocation within 90 calendar days after the delivery of the Allocation to Buyer, either Party may deliver written notice to the other Party electing to refer the matter for determination to the Independent Accountant (the “Allocation StatementDispute Notice”). If Buyer does not object to the Allocation Statement within thirty (30) Business Days after receipt, the Allocation Statement The determination of such Independent Accountant shall be final and binding on the Parties hereto and the fees and expenses of the Independent Accountant for matters pursuant to this Section 2.05(b) shall be borne equally by the Parties. If Buyer does object Notwithstanding the foregoing, at or prior to the delivery of any Allocation Statement within Dispute Notice, in the event the Independent Accountant no longer remains a firm of independent certified public accountants of national standing which has not engaged in material audit services for either Party in the two calendar years preceding the date hereof (unless such periodrequirement is waived by both Parties in writing), Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment or declines to perform the amount duties of the Purchase PriceIndependent Accountant hereunder, including pursuant to Article VI and Article IX, then (i) the Parties shall negotiate in good faith to mutually agree in writing on the appointment of an alternate firm of independent certified public accountants which shall be deemed the Independent Accountant for all purposes of this Section 2.05(b) or (ii) if the Parties cannot mutually agree on such appointment, each Party shall designate its own firm of certified public accountants (each a “Joint Independent Allocation Accountant”). The responsibilities and obligations of the Joint Independent Allocation Accountants shall be the same as those required by the initial Independent Accountant pursuant to appropriate revisions this Section 2.05(b); provided, (i) each Party shall use commercially reasonable efforts to cause its Joint Independent Allocation Accountant to, within five Business Days following the date of the Allocation Dispute Notice, appoint a third firm of independent certified public accountants of national standing which shall determine the final Allocation and such determination shall be final and binding on the Parties hereto, (iii) the fees and expenses of the respective Joint Independent Allocation Accountant of each Party for matters pursuant to this Section 2.05(b) shall be borne by the Party that retains such accounting firm and (iv) the fees and expenses of the third accounting firm for matters pursuant to this Section 2.05(b) shall be borne equally by the Parties. Following final determination of the Allocation pursuant to the Allocation Statementterms of this Section 2.05(b), Buyer and Seller shall (i) act in accordance with the principles Allocation in filing of all Tax Returns (including in the filing of Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date) and procedures in the course of this Section 2.07(b). The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Authority) on any Tax Return audit, Tax review or Tax litigation relating thereto and (including, but not limited to, Internal Revenue Service Form 8594ii) or in any audit or examination before any Governmental Authority that is in any way take no position and cause their Affiliates to take no position inconsistent with the Allocation Statement (as such may be adjusted); providedfor all Tax purposes, however, that nothing herein shall prevent unless otherwise required pursuant to a “determination” within the Parties or any meaning of Section 1313(a) of the Code. Not later than thirty calendar days prior to the filing of their respective Affiliates from settling, or require them Forms 8594 relating to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrarythis transaction, each of Buyer and Seller Party shall notify deliver to the other Party a copy of any such Action taken its Form 8594. To the extent required by any Governmental Authority with respect to Applicable Law, the Allocation Statement, and neither Party shall settle or otherwise compromise such Action without be revised to reflect any adjustment of the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed)Purchase Price pursuant to this Agreement.

Purchase Price; Allocation of Purchase Price. (a) The purchase price On the terms and subject to the conditions set forth in this Agreement, Buyer shall, on its own behalf and as agent for the relevant Designated Buyers, as consideration for the Purchased Assets, in addition to the equity interests assumption by Buyer of New Parent the Assumed Liabilities, (i) pay to the Sellers $20 million cash (the “Closing Cash Payment”), (ii) deliver to Kentucky River the Second Lien Note and (ii) deliver to the sellers a third lien secured promissory note in an amount equal to $27 million (the “Third Lien Note” and together with the Closing Cash Payment and the SharesSecond Lien Note, the “Base Purchase Price”). The Base Purchase Price shall be subject to the adjustment set forth at and after Closing in accordance with Section 2.092.08 (as adjusted, shall be an amount (the “Purchase Price”) equal to (i) US$2,113,400,000 ). The Purchase Price shall be paid as provided in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to Section 5.282.11. (b) As soon as commercially reasonably possible after the Determination Date, but in no event later than one hundred and eighty Within ninety (18090) days after following the Closing Date, Seller Buyer shall prepare and deliver to Buyer, for Buyer’s review, comment and consent Sellers’ Representative a statement (not to be unreasonably withheld, conditioned or delayedthe “Allocation Statement”), an allocation of allocating the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and in accordance with applicable Law Section 1060 of the Code and the U.S. Treasury regulations thereunder (and any similar provision of state, local or non-U.S. law, as appropriate), as of Closing Date (the “Allocation StatementAllocation”). If Buyer does not object to the The Allocation Statement within thirty (30) Business Days after receipt, the Allocation Statement shall be considered final and binding on the Parties. If Parties unless, within 20 Business Days after the delivery of the Allocation Statement, Sellers’ Representative notifies Buyer does object in writing that the Sellers have any good faith objection to the Allocation set forth in the Allocation Statement and the writing sets forth in reasonable detail (i) the items or amounts with which the Sellers disagree and the basis for such disagreement, and (ii) the Sellers’ proposed corrections to the Allocation Statement. If Sellers’ Representative makes such a timely objection, Buyer and Sellers’ Representative shall work in good faith to resolve such dispute within twenty (20) days from the date Sellers’ Representative delivers the objection to Buyer. In the event that Buyer and Sellers’ Representative are unable to resolve such dispute within the twenty (20) day period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment the issue(s) in dispute will be submitted to the amount Auditor for resolution. The determination of the Auditor shall be set forth in a written notice delivered no later than thirty (30) days after the issue(s) in dispute have been submitted to the Auditor, to Buyer and Sellers’ Representative by the Auditor and will be final, binding and conclusive on the Parties. The Buyer, on the one hand, and the Sellers, on the other hand, shall each bear fifty percent (50%) of the fees and expenses of the Auditor for such determination. The Buyer and the Sellers will use all commercially reasonable efforts to cause the Auditor to render its decision as promptly as practicable, including by promptly complying with all reasonable requests by the Auditor for information, books, records and similar items. In the event of any adjustments to the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith cooperate to mutually agree to appropriate revisions to adjust the Allocation Statement, in accordance with the principles and procedures of this Section 2.07(b2.06(b). . (c) The Parties Sellers, Buyer and the Designated Buyers agree that they will not, and will not permit any of their respective Affiliates to, take a position to (except i) be bound by the Allocation (as required determined pursuant to any order clause (b) above) for purposes of a Governmental Authoritydetermining Taxes and (ii) on act in accordance with the Allocation in the preparation, filing and audit of any Tax Return (including, but not limited to, Internal Revenue Service including filing Form 8594) or in any audit or examination before any Governmental Authority 8594 with their U.S. federal income Tax Returns for the taxable year that is in any way inconsistent with includes the Allocation Statement (as such may be adjustedClosing Date); provided, however, that nothing contained herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any courtBuyer, any challenge, Designated Buyer or the Sellers from settling any proposed deficiency or adjustment by any Governmental Taxing Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation StatementAllocation, and neither Party Buyer nor any Designated Buyer nor the Sellers shall settle be required to litigate before any court any proposed deficiency or otherwise compromise adjustment by any Taxing Authority challenging such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed)Allocation.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased AssetsAssets (the "PURCHASE PRICE") is $498,069.35, plus the equity interests of New Parent and the Shares, subject to the adjustment amounts as set forth in Section 2.09, shall be an amount (the “Purchase Price”) equal to (i) US$2,113,400,000 in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (orSECTION 2.6(b), to the extent that Estimated Closing Date Cash is a negative number, minus such amountbe paid through assumption of liabilities as provided in SCHEDULE 2.3 herein and subject to adjustment for authorized sales of inventory under MOU Section 4(b), minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to Section 5.28. (b) As soon as commercially reasonably possible For a period of four years after the Determination Datedate of the acquisition by Buyer of the Purchased Assets, Buyer shall pay to Seller a three percent (3%) royalty fee on cash-basis gross revenues (as payments are received actually or constructively by Buyer) allocable to PGTS sales and/or sales of simulators using as a material and integral component of such simulator the acquired Perceptronics simulation technology, including but in no event later than one hundred not limited to PGTS, TT150 and eighty (180) days after AGPT. The royalty rate shall be paid only on the Closing Date, Seller shall prepare portion of a contract specifically relating to the PGTS Assets and deliver to Buyer, for Buyer’s review, comment and consent (not to other contract deliverables. No royalty fee shall be unreasonably withheldpaid on Egyptian Program Contracts under this provision as fees on Egyptian Program Contracts are treated under MOU Section 7(a). Notwithstanding the foregoing, conditioned or delayedany amounts paid by Buyer with respect to the Lease under SCHEDULE 2.3, item 1, shall offset Buyer's obligation to pay the first amounts of royalty fees otherwise payable under this section and the fee otherwise payable under MOU Section 7(a). (c) Buyer and Seller hereby agree to the allocation statement set forth on SCHEDULE 2.6 (the "ALLOCATION STATEMENT"), setting forth the value of the Purchased Assets and of the covenant not to compete described herein, which shall be used for the allocation of the Purchase Price. Seller and Buyer agree to report an allocation of the final such Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the Shares and in a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, manner entirely consistent with the procedures in Section 2.09 and in accordance with applicable Law (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) Business Days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment to the amount of the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, in accordance with the principles and procedures of this Section 2.07(b). The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation Statement, and neither Party agree to act in accordance with such Allocation Statement in the preparation of financial statements and filing of all tax returns (including, without limitation, filing Form 8594 with their Federal income tax return for the taxable year that includes the date of the Closing) and in the course of any tax audit, tax review or tax litigation relating thereto. No later than 10 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall settle or otherwise compromise such Action without deliver to the other Party’s prior written consent party a copy of its Form 8594. (not d) The Purchase Price shall be unreasonably withheldpaid as provided in SECTION 2.7 and SECTION 2.8. (e) The Parties shall each pay for one-half (1/2) of all Escrow charges, conditioned except as provided in SECTION 5.5 or delayed)as otherwise provided herein.