Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. The Final Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.

Purchase Price Allocation. Buyer and Seller acknowledge and agree that, for U.S. federal and applicable state and local income tax purposes, the purchase of the Interests hereunder shall be treated as a purchase and sale of the Transferred Assets. The Final Purchase Price and any other items required by Tax Law purchase price for the Transferred Assets as determined for income tax purposes shall be allocated among the assets of the Group Companies Transferred Assets, and otherwise in accordance with their fair market values consistent with Section 1060 of the Code Code, and such allocation shall be binding upon the Treasury Regulations thereunder (and any similar provisions of Parties for all applicable federal, state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C and foreign tax purposes (the “Allocation MethodologyPurchase Price Allocation”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall prepare and deliver to Seller a proposed allocation draft of the Final Purchase Price among Allocation within 120 days following the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”)Closing Date. Seller shall have sixty (60) the right to review Buyer’s draft Purchase Price Allocation, and if Seller disagrees with or raises objection to such draft Purchase Price Allocation within 45 days following after receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes such proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Purchase Price Allocation, Xxxxxx Buyer and Xxxxx will negotiate Seller shall consult with one another and attempt in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assetsdisputed items or amounts. If Buyer and Seller reach agreement mutually agree on such allocation (the “Agreed draft Purchase Price Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by then Buyer and Seller agree to file (and shall cause their Affiliates to file) all Tax Returns and any other Tax filings required in a manner consistent with the IRS pursuant agreed-upon Purchase Price Allocation and shall take no contrary position prior to a final “determination” by a Governmental Entity within the requirements meaning of Section 1060(b) 1313 of the Code. Each Party shall promptly notify If, on the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocationhand, Buyer and Seller will each prepare its own allocation of are unable to mutually agree on the Final draft Purchase PricePrice Allocation, amongst then Buyer and Seller shall refer any remaining disputes to the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and Accountant for resolution in accordance with the Codeprocedures of Section 1.4(b)(vi) through (viii), mutatis mutandis.

Purchase Price Allocation. The Final Seller and Buyer agree that the total Purchase Price (and any other items required by amounts treated as taxable sales consideration for applicable income tax purposes, including any amounts treated as assumed liabilities) (the “Tax Law Consideration”) shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C Assets (the “Allocation MethodologyAllocation”). Within sixty Buyer shall prepare, or cause to be prepared, such Allocation, and deliver a copy of such Allocation to Seller no later than one hundred eighty (60180) days after the Closing for review and comment. Seller shall notify Buyer in writing of any comments to such Allocation no later than thirty (30) days following receipt of such Allocation from Buyer. If Seller objects in writing during such thirty (30) day period, the Parties shall cooperate in good faith to reach a mutually agreeable allocation of the Tax Consideration, which allocation shall be binding on the Parties. If the Parties are unable to reach an agreement, any disputed items shall be referred to the Independent Accounting Firm for resolution, and the determination of the Final Purchase Price pursuant Independent Accounting Firm shall be final and binding on the Parties. The fees and expenses of the Independent Accounting Firm shall be allocated between Buyer and Seller in the same proportion that the aggregate amount of the disputed items submitted to Section 2.3the Independent Accounting Firm that is unsuccessfully disputed by each such Party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. If Seller does not provide Buyer with any comments within such period, the Allocation provided to Seller by Buyer shall deliver to Seller a proposed allocation be treated by the Parties as the agreed upon Allocation of the Final Purchase Price among Tax Consideration for all applicable purposes. Any subsequent adjustments to the assets Tax Consideration shall be reflected in the Allocation of the Company Tax Consideration hereunder in a manner that is consistent with the Allocation. The Tax Consideration paid by Buyer shall be allocated by the Parties in accordance with the Allocation Methodology (or any subsequent adjustment to such Allocation), and all Tax Returns or other applicable documentation (including IRS Form 8594 and any other applicable forms for federal, provincial, state, local or foreign tax purposes) filed by each of the “Proposed Parties shall be prepared consistently with such Allocation (or any subsequent adjustment to such Allocation). Further, neither Party shall take any Tax position that is inconsistent with such Allocation (or any subsequent adjustment to such Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance cooperate with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith to prepare such Allocation (and attempt any subsequent adjustment to reach agreement on the allocation within forty-five (45) days among the assets. If such Allocation), including timely making available to Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (its representatives all records and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller information necessary in connection with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result preparation of such adjustments shall become part of Allocation (or any subsequent adjustment to such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code).

Purchase Price Allocation. The Final Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder Within forty-five (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (6045) days following the determination of the Final Purchase Price pursuant to Section 2.32.4(c), Seller shall prepare and deliver to Buyer a draft schedule allocating the Final Purchase Price, and any other amounts treated as consideration for Tax purposes, between (a) the Company Interests on the one hand and (b) the APA Transferred Assets on the other hand (such amounts allocated to the APA Transferred Assets, the “APA Allocable Price”), based upon the relative fair market values thereof (the “Final Purchase Price Allocation”). If Buyer disputes any items in Seller’s proposed Final Purchase Price Allocation, then no later than twenty (20) days after receipt thereof, Buyer shall deliver to Seller a proposed allocation in writing any changes Buyer proposes to be made to the Purchase Price Allocation, and the Parties shall discuss such changes in good faith. Any items not disputed by Buyer shall be final and binding upon the parties for applicable Income Tax purposes, and the APA Allocable Price shall be allocated among the APA Transferred Assets pursuant to Section 2.3 of the APA; provided, however, that Seller and Buyer shall notify the other of any Tax Action concerning the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). and nothing contained herein shall prevent Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose or Buyer from settling any changes proposed deficiency or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider adjustment by any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other Taxing Authority based upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments related to the Final Purchase Price Allocation in accordance connection with Treasury Regulations Section 1.1060-1(e)such Tax Action, and neither Buyer nor Seller shall be required to litigate before any allocations made as a result of court any proposed deficiency or adjustment by any Taxing Authority challenging such adjustments shall become part of such Agreed Final Purchase Price Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes To the extent that is contrary to the Agreed Allocation determined hereunder. If Buyer Xxxxx and Seller do not reach an Agreed Allocationare unable to agree on the Final Purchase Price Allocation or any revisions thereto within twenty (20) days after Seller’s receipt of Buyer’s proposed changes, Buyer and Seller will each prepare Party may file its own Tax Returns consistent with its own determination of the proper allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.

Purchase Price Allocation. (a) The Final portion of the Purchase Price (without regard to Assumed Liabilities, Net Working Capital and any other items required by Tax Law shall be Funded Indebtedness) allocated among the assets Purchased Assets and the Purchased Securities shall be as set forth in Section 11.17(a) of the Group Companies Seller Disclosure Schedule. No party (or its Affiliates) will assert or maintain a position inconsistent with this allocation in connection with any Tax Return, Tax Audit or other matter related to Taxes. (b) Within 60 days after the amount of the Cash Consideration has been determined under Section 1.6, the Purchaser Tax Representative shall prepare and deliver to the Seller Tax Representative a draft of a revised Section 11.17(a) of the Seller Disclosure Schedule (the “Final Allocation Schedule”) that takes into account the Cash Consideration and the Assumed Liabilities. The allocations set forth on the Final Allocation Schedule will be consistent with those in Section 11.17(a) of the Seller Disclosure Schedule and will be made in accordance with the principles of Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”)Code. Within sixty (60) days following the determination The template of the Final Purchase Price pursuant Allocation Schedule is attached hereto as Section 11.17(b) of the Seller Disclosure Schedule. The Tax Representatives shall work together, each acting in good faith, to Section 2.3agree on the Final Allocation Schedule. In the event the Tax Representatives are unable to agree on the Final Allocation Schedule in such manner, Buyer then each of the Purchasers and the Sellers and their respective Affiliates (acting reasonably and in good faith) shall deliver be free to Seller a proposed use their own allocation of the Final Purchase Price among the assets of Purchased Assets and the Company in accordance Purchased Securities, provided that any such allocation must be consistent with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith allocation set forth in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b11.17(a) of the CodeSeller Disclosure Schedule. Each Party shall promptly notify In the other upon receipt of notice of any pending or threatened event the Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to Representatives do agree on the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e)Allocation Schedule, then such allocation shall be binding on the Purchasers, the Sellers, and any allocations made as a result their respective Affiliates for federal, state, local, foreign and other Tax reporting purposes, and none of such adjustments shall become part of such Agreed Allocation. No Party shall take them will assert or maintain a position on inconsistent with such allocation in connection with any Tax Return Return, Tax Audit or otherwise for Tax purposes that is contrary other matter related to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeTaxes.

Purchase Price Allocation. The Within thirty (30) days of the determination of the Final Consideration pursuant to Section 2.05, Seller shall provide the Purchaser Representative with a statement that allocates (the “Purchase Price and Allocation”) the Final Consideration (any other items amounts required by Tax Law shall to be allocated taken into account for U.S. federal income tax purposes) among the appropriate assets of the Group Companies Seller in accordance with the applicable Law. The Purchaser Representative shall have the right to raise reasonable objections to any portion of the initial Purchase Price Allocation within thirty (30) days after its receipt thereof from Seller by delivering written notice to Seller setting forth in reasonable detail its objections to the initial Purchase Price Allocation and the reasons therefor. Unless the Purchaser Representative raises objections in accordance with the preceding sentence, the Purchaser Representative shall be deemed to have agreed to the initial Purchase Price Allocation as prepared by Seller. The Purchaser Representative and Seller shall attempt to resolve any objections raised by the Purchaser Representative within such thirty (30)-day period. To the extent the Parties agree on the Purchase Price Allocation, the Parties shall prepare and file all Tax Returns in a manner consistent with the Purchase Price Allocation and shall not take any position on any ‎Tax Return or in the course of any Tax ‎audit, review, litigation, or other proceeding inconsistent with the Purchase Price Allocation, unless otherwise required by ‎a final “determination” within the meaning of Section 1060 1313 of the Code and the Treasury Regulations thereunder (and or any similar provisions or corresponding provision of state, local local, or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final or a revised Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of Allocation as mutually agreed by the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeParties.

Purchase Price Allocation. The Final No later than 60 days after the Closing Date, Seller shall deliver to Purchaser a proposed allocation of the Purchase Price and any other items required by that are treated as additional consideration for Income Tax Law shall be allocated purposes among the assets of Transferred Assets, determined in a manner consistent with the Group Companies in accordance with Code, including Section 1060 of the Code thereof, and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation MethodologySeller’s Allocation”). Within sixty (60) If Purchaser disagrees with Seller’s Allocation, Purchaser shall, within 30 days following the determination after receipt of the Final Purchase Price pursuant to Section 2.3Seller’s Allocation, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the revised draft containing any changes that Purchaser proposes to be made to Seller’s Allocation Methodology (the “Proposed Tax Purchaser’s Allocation”). If Purchaser delivers Purchaser’s Allocation during such period, Seller shall have sixty (60) and Purchaser shall, during the 30 days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodologysuch delivery, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate work together in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assetsdisputed items or amounts. If Buyer Seller and Purchaser are unable to reach such agreement, they shall promptly thereafter submit for resolution the items remaining in dispute to the Accountant and shall instruct the Accountant to (i) make a determination regarding such dispute as promptly as practicable, and in any event within 30 days from the date of submission of such dispute to the Accountant pursuant to this Section 7.1 and (ii) deliver promptly thereafter a copy of its determination to Seller reach and Purchaser, together with a report setting forth each disputed item and the Accountant’s determination with respect thereto. The fees and expenses of the Accountant, with respect to its engagement under this Section 7.1, shall be borne 50% by Seller and 50% by Purchaser. The allocation, as prepared by Seller if no Purchaser’s Allocation has been timely delivered, as adjusted pursuant to any agreement on such allocation (between Seller and Purchaser or as determined by the Accountant pursuant to this Section 7.1 shall be the “Agreed Allocation”) within such period, such Agreed Allocation ” and shall be reflected conclusive and binding on a completed IRS Form 8594 all Parties (and all other Tax Returns as applicabletheir Affiliates), which form . Seller and Purchaser shall be timely filed separately by Buyer and Seller with cooperate in good faith to update the IRS pursuant Allocation to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report reflect any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made other items that are treated as a result of additional consideration for Income Tax purposes. Neither Seller nor Purchaser shall (and shall cause their respective Affiliates not to) take any position inconsistent with such adjustments shall become part of such Agreed Allocation. No Party shall take a position Allocation on any Income Tax Return or otherwise for in any Income Tax purposes that is contrary Proceeding, in each case, except to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Final Purchase Price, amongst the assets Code (or any analogous provision of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeLaw).

Purchase Price Allocation. The Final Purchase Price Parties agree that the purchase of the Interests contemplated herein will be treated as a sale of the assets, and any other items required by assumption of the liabilities, of the Acquired Companies for federal income Tax Law purposes. Within sixty (60) days after the Closing Date, Buyer shall be allocated prepare and deliver to Seller an allocation schedule setting forth Buyer’s proposed allocation of the consideration among the assets of the Group Acquired Companies that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Allocation”). If Seller objects to the Allocation, then Seller shall provide Buyer written notice thereof within thirty (30) days after receiving the Allocation. If the Parties are unable to agree on any matter set forth in accordance the Allocation, the Parties shall refer such dispute to the Independent Accountants, which firm shall make a final and binding determination as to the matters in dispute within thirty (30) days following its appointment, and promptly shall notify the parties in writing of its resolution. Any Allocation determined pursuant to the decision of the Independent Accountants shall incorporate, reflect and be consistent with Section 1060 of the Code and the Treasury Regulations thereunder (promulgated thereunder. Each party shall be liable for and any similar provisions of state, local or nonpay one-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination half of the Final fees and other costs charged by the Independent Accountants. Seller and Buyer shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder following any adjustment to the allocable Purchase Price or any other amounts constituting consideration for federal income Tax purposes pursuant to Section 2.3this Agreement. Seller and Buyer shall, Buyer and shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance cause their Affiliates to, report consistently with the Allocation Methodology (as finally resolved pursuant to this subsection) in all Tax Returns, including IRS Form 8594, which Seller and Buyer shall timely file with the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt IRS, and none of the Proposed Parties shall take any position in any Tax Allocation to propose any changes or indicate concurrence therewith in accordance Return that is inconsistent with the Allocation Methodology(as finally resolved pursuant to this subsection), as adjusted, in each case, except to the extent otherwise required by a final determination as defined in Section 1313 of the Code or with the consent of the other Parties, which shall not be unreasonably withheld, conditioned or delayed. Each of Seller and Buyer shall consider agrees to promptly advise the other regarding the existence of any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocationaudit, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant controversy or litigation related to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.

Purchase Price Allocation. (i) The Final Parties agree that the Purchase Price and the Assumed Liabilities (plus any other items required relevant items) that are properly includible in the amount realized by each of the Seller Parties on the sale of the Purchased Assets (the “Total Tax Law Consideration”) shall be allocated among the assets Purchased Assets acquired by each of the Group Companies Purchaser Entities in accordance with an allocation schedule to be prepared by Seller in good faith and in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty . (60ii) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within Within forty-five (45) days among after the assetsClosing Date, Seller shall provide Purchaser with a proposed Allocation for Purchaser’s review and comment. If Buyer Purchaser does not provide any comments to Seller in writing within thirty (30) days following delivery by Seller of the proposed Allocation, then the Allocation proposed by Seller shall be final and binding on the Parties for Tax purposes. (iii) If, Purchaser submits comments to Seller within such thirty (30) day period, Seller shall consider in good faith any comments provided by Purchaser in respect of Seller’s proposed Allocation, -and Seller and Purchaser shall negotiate in good faith to resolve any disagreement regarding the Allocation. (iv) If Purchaser and Seller reach agreement fail to agree on the Allocation or a revision thereof within twenty (20) days after delivery of comments on the proposed Allocation by Purchaser, after good faith consultation, such allocation matters in dispute shall be referred for resolution by the Parties to a mutually acceptable nationally recognized accounting firm that is not then providing Tax advice to Purchaser or Seller Parent or their respective Subsidiaries (the “Agreed AllocationAccountant”) within ). Any fees or expenses of such period, such Agreed Allocation accounting firm shall be reflected borne equally by Purchaser and Seller. The Accountant shall resolve any disputed matters as promptly as practicable, and the Accountant’s decision with respect to any such matter shall be conclusive and binding on a completed IRS Form 8594 the Purchaser Entities and the Seller Parties and their respective Affiliates for applicable Tax purposes. If the Accountant is unable to resolve any such matter prior to the due date (and all other Tax Returns as applicable)including extensions, which form will be sought as necessary) for filing any Tax Return reflecting any such matter, then such Tax Return shall be timely filed separately and shall be amended as necessary to reflect the Accountant’s decision. (v) The Parties agree (A) to be bound by Buyer any allocation agreed between the Seller and Seller Purchaser or determined by the Accountant, in each case, in accordance with and pursuant to this Section 6.9(d) (a “Final Allocation”), (B) to act in a manner consistent with such Final Allocation in the filing of all Tax Returns (including filing their Forms 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date), (C) to appropriately adjust the Final Allocation to reflect subsequent adjustments to the Total Tax Consideration and amend their Forms 8594 as required to reflect any adjustments to the Total Tax Consideration, and (D) in the course of any Tax Proceeding, to take no position, and cause their respective Affiliates to take no position, inconsistent with such Final Allocation for any Tax purpose; provided, however, that if, in connection with any audit or other Proceeding with respect to any Tax Return of the Parties or their Affiliates by a Taxing Authority, the amount of the Total Tax Consideration or the Allocation is finally determined to be different from the most recently amended Forms 8594, the Parties may (but shall not be obligated to) take any position or action consistent with the IRS pursuant to Allocation as finally determined in such Proceeding. In the requirements of Section 1060(b) event that the Final Allocation is disputed by any Taxing Authority, the Party receiving notice of the Code. Each Party shall dispute will promptly notify the other Parties of the existence of the dispute and, upon receipt resolution of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to dispute, the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result nature of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Coderesolution.

Purchase Price Allocation. The Not later than thirty (30) days following the definitive determination of the Final Closing Balance Sheet (as provided by Section 2.3(a)), Sellers shall deliver to Buyers a schedule setting forth the allocation of the Purchase Price and (increased to take into account any other items required by Tax Law shall be allocated liabilities properly included therein) among the assets of the Group Companies in accordance with Code Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions provision of state, local or non-U.S. foreign Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation MethodologySchedule”). Within If Buyers disagree with any items reflected on the Allocation Schedule, Buyers shall notify Sellers of such disagreement in writing within thirty (30) days of receipt of the proposed Allocation Schedule, which notice shall set forth the reasons for Buyers’ disagreement. If Buyers do not notify Sellers of any objections to the Allocation Schedule in the time and manner specified in the preceding sentence, the Allocation Schedule shall be treated as agreed by Buyers. If the Buyers do timely notify the Sellers of any disagreement with the Allocation Schedule, Sellers and Buyers shall cooperate in good faith to resolve the disagreement. To the extent Sellers and Buyers cannot agree on the contents of the Allocation Schedule within sixty (60) days following the determination delivery of the Final Purchase Price schedule pursuant to the first sentence of this Section 2.38.1(d), Buyer Sellers and Buyers shall deliver be free to Seller use their own allocation schedule in preparing their respective U.S. federal, state, local and foreign Tax Returns and other filings. If the Parties are able to agree on the Allocation Schedule, Sellers and Buyers shall (subject to any purchase price adjustments as a proposed allocation result of the Final Purchase Price among the assets of the Company indemnity payments hereunder) report and file Tax Returns (including but not limited to Internal Revenue Service Forms 8594, if required) in accordance all respects and for all purposes consistent with the Allocation Methodology Schedule and neither Buyers nor Sellers shall take any position (the “Proposed whether in audits, Tax Allocation”). Seller shall have sixty (60Returns or otherwise) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance that is inconsistent with the Allocation MethodologySchedule unless required to do so by applicable Law provided, and Buyer shall consider however, that, in the event that any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each allocations set forth in the final Allocation Schedule is disputed by any Tax Authority, the Party receiving notice shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation concerning resolution of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codedispute.

Purchase Price Allocation. The Final Purchase Price Price, the Assumed Liabilities and any other items required by to be treated as consideration for U.S. federal income Tax Law shall purposes will be allocated for all Tax purposes among the assets of Purchased Assets, the Group Companies Intellectual Property Assets to be purchased pursuant to Section 1.4 and the Purchased Interests to be purchased pursuant to Section 1.1 in accordance with Section section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions and, where such Purchased Interests constitute an interest in an Acquired Company that is classified for U.S. federal income Tax Purposes as a disregarded entity or partnership, among the assets of state, local or non-U.S. Law, as appropriate) such Acquired Company in accordance with Sections 1060 and 755 of the allocation methodology attached Code, as Appendix C applicable, and the Treasury Regulations promulgated thereunder) (the “Allocation MethodologyAllocation”). The Allocation shall provide, unless mutually agreed by the Buyer and the Sellers’ Representative, that each element of the Purchase Price shall be allocable to each such Purchased Asset, Intellectual Property Asset and Purchased Interest pro rata. Within sixty thirty (6030) days following after the determination finalization of the Final Purchase Price pursuant to Section 2.32.2, the Buyer shall deliver provide to Seller the Sellers’ Representative a proposed allocation of draft Allocation. If the Final Purchase Price among Sellers’ Representative does not provide the assets of Buyer written objections to the Company in accordance with the draft Allocation Methodology within fifteen (the “Proposed Tax Allocation”). Seller shall have sixty (6015) days following receipt of receipt, the Proposed Tax draft Allocation shall be deemed to propose any be agreed upon by the Parties. If the Sellers’ Representative proposes changes or indicate concurrence therewith in accordance with to the draft Allocation Methodologywithin such fifteen (15)-day period, the Sellers’ Representative and the Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith to agree to any aspects of the Allocation in dispute; provided, however, that if the Sellers’ Representative and attempt the Buyer are unable to reach agreement on resolve any dispute with respect to the allocation Allocation within forty-five fifteen (4515) days among after the assets. If date the Buyer and Seller reach agreement on such allocation (received notice of the “Agreed Allocation”) within such periodSellers’ Representative’s objection, such Agreed Allocation dispute shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately resolved by Buyer and Seller with the IRS Independent Accountant pursuant to the requirements of procedures set forth in Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.2.2

Purchase Price Allocation. The Final Parties agree to allocate the Purchase Price (and any other items required by liabilities taken into account as consideration for the Company Interests under applicable Tax Law shall be allocated Law) among the assets Interests of the Group Companies in accordance with Company Entities and, further, for purposes of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any comparable or similar provisions of state, applicable state and local or non-U.S. Tax Law), as appropriate) the case may be, among the separate classes of assets of each Company Entity in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination fair market value of the Final Purchase Price pursuant to Section 2.3, assets and the methodology described in Sections 1060 and 338 of the Code. Buyer shall deliver prepare and provide to Seller Sellers at least ten (10) Business Days prior to the Closing, a proposed schedule setting forth a proposal for the allocation of the Final Purchase Price (plus liabilities properly taken into account under Tax law) among the assets of the Company Entities (the “Allocation Schedule”) in accordance herewith. Sellers shall propose to Buyer any changes thereto within five (5) Business Days following their receipt thereof, and Buyer and Sellers shall cooperate in good faith to agree upon a revised Allocation Schedule as soon as practicable. If the Parties are unable to agree on the Allocation Schedule, the Parties shall refer such dispute to the Independent Expert, which firm shall make a final and binding determination as to all matters in dispute with respect to this Section 2.6 (and only such matters) on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Expert shall not have the power to modify or amend any term or provision of this Agreement. The related expenses of the Independent Expert shall be shared equally by Xxxxx and Sellers. Each of Sellers and Buyer agrees and acknowledges that each shall (and shall cause its Affiliates to) report the transactions contemplated herein to the applicable taxing authorities consistent with the Allocation Methodology Schedule mutually agreed upon (or as determined by the “Proposed Tax Allocation”). Seller shall have sixty (60Independent Expert) days following receipt of the Proposed Tax Allocation pursuant to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodologythis Section 2.6, and that neither Sellers nor Buyer shall consider shall, absent mutual written agreement, challenge or dispute the allocations set forth in the final Allocation Schedule determined pursuant hereto, or file any changes proposed Tax Return inconsistent therewith unless required by Seller in good faith. If Xxxxxx does not concur with a determination within the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements meaning of Section 1060(b) 1313 of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.

Purchase Price Allocation. The Final Purchase Price and any other items required by Price, plus the amount of the Company’s liabilities included in the amount realized on the sale of the Company’s assets for federal income Tax Law purposes (collectively, the “Tax Consideration”), shall be allocated among the assets of the Group Companies Company in accordance with Section 1060 of the Code and the applicable Treasury Regulations thereunder (promulgated thereunder. Purchaser shall prepare and any similar provisions deliver to Seller an allocation schedule setting forth Purchaser’s determination of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C of the Final Purchase Price plus the amount of the Company’s liabilities included in the amount realized on the sale of the Company’s assets for federal income Tax purposes (the “Allocation MethodologySchedule”). Within sixty ) within thirty (6030) days following the after determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”)2.06. Seller shall have sixty fifteen (6015) days following receipt to review the Allocation Schedule and either notify Purchaser that it is in agreement with such Allocation Schedule or deliver, in writing, any objections that it may have with respect thereto. If Seller notifies Purchaser that it disagrees with any aspect of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation MethodologySchedule, Purchaser and Buyer Seller shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate work together in good faith and attempt to reach agreement on resolve any such disagreement. If any dispute regarding the allocation within Allocation Schedule remains unresolved after forty-five (45) days among following Purchaser’s delivery of such Allocation Schedule to Seller, then such disagreement shall be immediately submitted to the assets. If Buyer Independent Accounting Firm, which shall be instructed to resolve such disagreement within thirty (30) days after such disagreement is submitted to it for resolution and shall notify Purchaser and Seller reach agreement on such allocation (in writing of its resolution. The Independent Accounting Firm’s resolution of the “Agreed Allocation”) within such period, such Agreed Allocation disagreement shall be reflected final and binding on a completed Purchaser and Seller. Purchaser and Seller shall file all Tax Returns (including IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller 8594) in a manner consistent with the IRS agreed upon or final Allocation Schedule and neither Purchaser nor Seller shall take any position (whether in Tax Proceedings, on Tax Returns, or otherwise) that is inconsistent with such Allocation Schedule except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service or by court decision. Notwithstanding the foregoing, the Parties agree that it will not be inconsistent with the Allocation Schedule for (a) Purchaser’s cost for the Company’s assets to differ from the total amount allocated in the Allocation Schedule to reflect capitalized acquisition costs not included in the total amount allocated pursuant to this Section 2.08, (b) the requirements amount realized by Seller to differ from the total amount allocated pursuant to this Section 2.08 to reflect transaction costs that reduce the amount realized for U.S. federal income Tax purposes and (c) Purchaser’s and Seller’s cost and amount realized, respectively, to differ from the Purchase Price to take into account differences between the Final Purchase Price and the Tax Consideration, and any other payments to Seller treated as purchase price for the Company’s assets for U.S. federal income Tax purposes, and any adjustments to the foregoing hereunder. In the event that the Allocation Schedule is disputed by any Governmental Authority, the Party receiving notice of Section 1060(b) of the Code. Each Party such dispute shall promptly notify the other upon receipt Party hereto concerning the existence and resolution of notice of any pending or threatened Tax audit or assessment challenging such dispute. In the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to event the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e)is adjusted pursuant to ARTICLE IX, Purchaser shall promptly prepare and deliver to Seller an updated Allocation Schedule reflecting such adjustment, and any allocations made disagreement by Seller with such adjustment shall be resolved in the same manner as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to disagreement over the Agreed original Allocation determined hereunderSchedule. If Buyer incurred, any fees and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation expenses of the Final Purchase Price, amongst the assets of the Group Companies, to Independent Accounting Firm shall be used borne fifty percent (50%) by such Party Purchaser and its Affiliates, provided such allocation is reasonable and in accordance with the Codefifty percent (50%) by Seller.

Purchase Price Allocation. [not applicable] Income Tax Act – The Final County shall be credited towards the Purchase Price with the amount, if any, which it shall be necessary for the County to pay to the Receiver General of Canada in order to satisfy the County’s liability in respect of tax payable by GBHS under the non-residency provisions of the Income Tax Act by reason of the sale, and any other items required by Tax Law the same shall be provided for as an adjustment pursuant to Section 6.1(g) below. County shall not claim such credit if GBHS delivers on the Closing Date, the prescribed certificate or a statutory declaration from an officer of GBHS that it is not, as of the Closing Date, a non-resident of Canada. Adjustments - Real property taxes on the basis of the calendar year for which assessed, water and utilities (unless metered) shall be apportioned and allowed to the Closing Date, it being agreed that the expenses and revenues of the Closing Date shall be allocated among to the assets County. Title - The County shall be allowed up to and including the tenth day prior to the Closing Date to examine the title to the Future Development Site at its own expense. Title to the Future Development Site shall be good and marketable and free and clear of all restrictions, liens, encumbrances, charges, tenancies, occupancies and other possessory rights except those set out in schedule ‘B’ of the Group Companies Donation Agreement between the County and the GBHS dated [●] [NTD: Insert date of Donation Agreement.] or which were contemplated thereby, including those described in accordance with Section 1060 Schedule “C” attached hereto, or any easements granted to the Corporation of the Code and the Treasury Regulations thereunder (and any similar provisions Municipality of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS Grey Highlands pursuant to the requirements Municipal Site Plan Agreement (as that term is defined in the Donation Agreement). It shall be the responsibility of Section 1060(bGBHS to obtain a discharge, surrender, or release of each restriction, lien, encumbrance, charge, tenancy, occupancy, or possessory right other than the Permitted Encumbrances prior to the Closing Date. Planning Act - Provided that this Agreement shall be effective to create an interest in the Future Development Site only if the provisions of the Planning Act are complied with by GBHS on or before the Closing Date and GBHS covenants to proceed diligently at its expense to obtain any necessary consents and approvals on or before the Closing Date. GBHS covenants that the prescribed statements pursuant to subsection 50(22) of the Code. Each Party Planning Act shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used properly completed by such Party it and its Affiliates, provided such allocation is reasonable and in accordance with lawyers on the CodeClosing Date.

Purchase Price Allocation. (i) The Final parties acknowledge that, because the Company is disregarded as separate from the Seller for federal, state and local income Tax purposes, the sale of the Membership Interests to the Buyer will be characterized, for such purposes, as a sale of the assets, subject to the liabilities, of the Company for the Purchase Price. The Purchase Price, liabilities of the Company and other relevant items (including, for example and without limitation, any adjustments or additions to the Purchase Price and any other items required by Tax Law pursuant to Sections 1.03 or 7.02 of this Agreement) shall be allocated among the Company’s assets of the Group Companies deemed to have been acquired in accordance with Section 1060 the purchase price allocation schedule attached hereto as Exhibit A (“Purchase Price Allocation Schedule”). Buyer shall revise the Purchase Price Allocation Schedule to reflect (i) the Final Closing Cash Purchase Price and (ii) any post-Closing payment made pursuant to, or in connection with, this Agreement and notify Sellers’ Representative of such revision within 60 days after the Code and Final Closing Cash Purchase Price is finally determined. To the extent permitted by the Code, the Treasury Regulations thereunder thereunder, or other applicable Tax law, any adjustments to the Purchase Price shall be allocated, to the extent possible, to the classes of assets that were the subject of the adjustments to the Purchase Price, and to the extent that such adjustments do not relate to any specific asset classification, shall be allocated to goodwill. The Purchase Price Allocation Schedule will be binding on all of the parties to this Agreement, and the parties agree to act (and any similar provisions of state, local or non-U.S. Law, as appropriatecause their respective Affiliates to act) in accordance with the allocation methodology attached as Appendix C Purchase Price Allocation Schedule in the preparation, filing and audit of any Tax Return, and not to take (or permit any of their Affiliates to take) any Tax position inconsistent with the “Purchase Price Allocation Methodology”). Within sixty Schedule. (60ii) days following In reporting gain on the determination deemed sale of any asset to which any of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets (or liabilities of the Company or other relevant items) is allocated pursuant to this Section 7.01(d) for any income Tax purpose, Seller shall allocate and apportion such gain in accordance with the factors shown on, and otherwise consistent with, the attached Purchase Price Allocation Methodology Schedule. Without limiting the foregoing, Seller shall report the sale of the Company as a sale of an entity, rather than as a sale of assets, for purposes of Philadelphia and Brookhaven municipal income Tax and, accordingly, shall source none of such gain to (the “Proposed Tax Allocation”)and shall report none of such gain as taxable in) Philadelphia or Brookhaven. Seller shall have sixty (60) days following receipt of the Proposed take no position in any audit by or proceeding with any Taxing Authority inconsistent with any Tax Allocation to propose any changes or indicate concurrence therewith Return filed in accordance with this Section 7.01(d)(ii). Buyer shall have the Allocation Methodologyright to control any such audit or other proceeding, and Seller shall not settle any such audit or other proceeding without Buyer’s consent, which shall not be unreasonably withheld. In the event that any Taxing Authority prevails in asserting any contrary position, Buyer shall consider indemnify Seller from and against any changes proposed by additional Tax that Seller in good faithor any of the Principals may incur as a result, together with a gross up amount to compensate Seller and the Principals for any net, additional income Tax to them on Buyer’s payment of or reimbursement for such Taxes. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on any such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging subsequent proceeding which may lead to such a determination is not otherwise a Tax Contest, then Buyer shall have the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments right to participate in such audit or other proceeding as though it were a Tax Contest or, at Buyer’s election, the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of right to control such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return audit or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codesubsequent proceeding.

Purchase Price Allocation. The Final Subject to the terms of this Section 4.1(i), Buyer and Company shall allocate the Purchase Price and Price, (including any other items required by Liabilities assumed for Tax Law shall be allocated purposes) among the assets of the Group Companies Purchased Assets in accordance with the allocation methodology set forth at Schedule 4.1(i) attached hereto and in a manner consistent with Section 1060 of the Code and ASC 805 Business Combinations. Buyer shall deliver a draft purchase price allocation statement to Sellers’ Representative not later than ninety (90) days after the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C Closing Date (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Draft Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Sellers’ Representative shall have the right, for thirty (30) days after such delivery, to review and provide comment to Buyer regarding such draft. Buyer and Sellers’ Representative shall seek in good faith for thirty (30) days thereafter to resolve any disagreements between them with respect to the Draft Purchase Price Allocation; provided however that if Seller objects to the Buyer’s proposed valuation of the covenants not-to-compete or any similar covenants, then, Seller shall have sixty (60) days following receipt be entitled to obtain its own third party valuation from a bona fide independent valuation firm and to use the valuation provided by Seller’s valuation firm rather than the value proposed by Buyer’s valuation firm. If the Draft Purchase Price Allocation is finally agreed to by Sellers’ Representative and Buyer within such 30-day period, it shall constitute the “Agreed Final Purchase Price Allocation”. If there is an Agreed Final Purchase Price Allocation then Buyer and Sellers shall each file all Tax Returns and report the federal, state and local and other Tax consequences of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith purchase and sale contemplated hereby (including the filing of Internal Revenue Service Form 8594) in accordance a manner consistent with the Agreed Final Purchase Price Allocation Methodologyand shall not take any inconsistent position with respect to the Agreed Final Purchase Price Allocation unless otherwise required by applicable Law. If the Buyer and Sellers’ Representative are unable to resolve any disagreements between them with respect to the Draft Purchase Price Allocation by the end of such thirty (30) day period, , then the Draft Purchase Price Allocation shall not constitute the Agreed Final Purchase Price Allocation, and Buyer and Sellers shall consider any changes proposed by Seller each report the applicable Tax consequences of the purchase and sale contemplated hereby in good faitha manner consistent with Section 1060 of the Code and ASC 805 Business Combinations. If Xxxxxx does not concur with the Proposed Tax AllocationPurchase Price is adjusted pursuant to this Agreement, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the applicable Purchase Price allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicableadjusted consistent with this Section 4.1(i), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.

Purchase Price Allocation. The Final Purchase Price Price, the assumption by Purchaser of the Assumed Liabilities (and any all other capitalized costs and relevant items as required by Tax Law applicable Law) shall be allocated among the assets of the Group Companies Transferred Shares and Transferred Assets in accordance with an allocation schedule (the “Purchase Price Allocation”). XxxxXxxx shall deliver the Purchase Price Allocation to Purchaser within thirty (30) calendar days following the date in which the Adjustment Amount is finally determined pursuant to Section 1060 of 2.04, for Purchaser’s review, comment and approval, which approval shall not be unreasonably conditioned, withheld or delayed. Purchaser and XxxxXxxx shall work together in good faith to resolve any disputes regarding the Code Purchase Price Allocation within ten (10) Business Days following the delivery thereof. If Purchaser and XxxxXxxx are unable to resolve any such dispute, Purchaser and XxxxXxxx shall submit the Purchase Price Allocation to an internationally recognized independent accounting firm (which accounting firm shall not be Ernst & Young or KPMG), mutually agreed upon in writing by Xxxxxxxxx and XxxxXxxx, for resolution, and the Treasury Regulations thereunder (decision of such accounting firm shall be final. The costs of such accounting firm shall be borne equally by XxxxXxxx and Purchaser. If the Purchase Price is adjusted pursuant to any similar provisions provision of statethis Agreement, local or non-U.S. Law, as appropriate) the Purchase Price Allocation shall be adjusted in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”provisions of this Section 10.01(a). Within sixty (60) days following Purchaser and the determination of Sellers shall file all Tax Returns consistent with the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation finally determined hereunder. If Buyer and Seller do not reach Neither Purchaser nor Sellers shall take any Tax position, whether on a Tax Return, in an Agreed Allocationaudit or otherwise, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation that is reasonable and in accordance inconsistent with the CodePurchase Price Allocation as finally determined hereunder, and neither Purchaser nor the Sellers shall agree to any proposed adjustment to the Purchase Price Allocation by any Taxing Authority without first giving the other parties prior written notice; provided, however, that nothing contained herein shall require Purchaser or Sellers to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging the Purchase Price Allocation.

Purchase Price Allocation. The Final Seller and Buyer agree that the Purchase Price (and any other items required by amounts treated as consideration for U.S. federal income Tax Law purposes, including the Assumed Liabilities) shall be allocated among the Existing Loans (or other assets acquired in the First Closing) and Acquired Assets on the basis of an allocation (the Group Companies in accordance “Allocation”) to be consistent with Section 1060 of the Internal Revenue Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) methodologies set forth in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”)Schedule 3.5. Within sixty thirty (6030) calendar days following after the determination finalization of each of the Final First Closing Purchase Price and Subsequent Loan Purchase Price pursuant to Section 2.33.4, Buyer shall deliver to Seller a proposed allocation draft Allocation consistent with Schedule 3.5 with respect to each of the Final Purchase Price among First Closing and the assets of the Company in accordance with the Allocation Methodology Second Closing. If within thirty (the “Proposed Tax Allocation”). Seller shall have sixty (6030) days following after Xxxxxx’s receipt of the Proposed Tax such draft Allocation Seller has not objected in writing to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax such draft Allocation, Xxxxxx and Xxxxx will it shall become final. In the event that Seller objects in writing within such 30-day period, the parties shall negotiate in good faith and attempt to reach agreement on resolve the allocation within forty-five (45) days among the assetsdispute. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected cannot agree on a completed IRS Form 8594 (and all other Tax Returns as applicable)mutually satisfactory Allocation within 15 days after Seller timely submits its objection notice, either Buyer or Seller may submit the matter to an Arbitrator, which form shall be timely filed separately by Buyer and Seller determine all disputed portions of the Allocation in accordance with the IRS pursuant to terms and conditions of this Agreement within fifteen (15) days after the requirements submission of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocationsuch matter. Buyer and Seller also shall allocate each pay half of the fees and report any adjustments expenses of the Arbitrator, except that the Arbitrator may assess the full amount of its fees and expenses against the relevant party if it determines that such party presented or objected to the Final Purchase Price Allocation in accordance bad faith. Each Allocation, as agreed upon by Xxxxx and Seller or determined by the Arbitrator under this subsection, shall be final and binding upon the parties. The parties will report (including with Treasury Regulations Section 1.1060-1(e)respect to the filing of Forms 8594 with the IRS) the sale and purchase for all Tax purposes in a manner consistent with each Allocation and will not, and any allocations made as a result in connection with the filing of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes similar report, make any allocation of the consideration payable hereunder that is contrary thereto unless otherwise required by applicable law. The parties will consult, and cooperate, with one another with respect to the Agreed any Tax audit, controversy, or litigation relating to each Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeIRS Forms 8594.

Purchase Price Allocation. The Final Purchaser and Seller agree to treat the acquisition of Shares as the acquisition of all of the assets of the Bank for federal and applicable state and local income Tax purposes. As soon as practicable after the Closing, Purchaser shall deliver to Seller a statement (the “Purchase Price and any other items required by Tax Law shall be allocated Allocation”), allocating the Purchase Price (plus the assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the assets of the Group Companies Bank in accordance with Section 1060 of the Code and Code. If within 10 days after the Treasury Regulations thereunder (and any similar provisions delivery of statethe Purchase Price Allocation, local or non-U.S. Law, as appropriate) Seller notifies Purchaser in accordance with writing that Seller objects to the allocation methodology attached set forth in the Purchase Price Allocation, Purchaser and Seller shall use commercially reasonable efforts to resolve such dispute. Upon any resolution of any disputed items, the allocation reflected on the Purchase Price Allocation shall be adjusted to reflect such resolution. If the parties are unable to agree upon the Purchase Price Allocation within 30 days after the commencement of such good faith negotiations (or such longer period as Appendix C Purchaser and Seller shall mutually agree in writing), the disputed portion(s) of the Purchase Price Allocation shall be arbitrated by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller (the “Allocation MethodologyAccounting Firm”). Within sixty (60) days following Only items specified in the determination written objection shall be subject to adjustment by the Accounting Firm. The fees and expenses of the Final Accounting Firm shall be borne one-half each by Purchaser and Seller. Purchaser and Seller shall each file all Tax Returns for their respective taxable years in which the Closing occurs to reflect the allocations set forth in the Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Purchaser and Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose each not, before any changes or indicate concurrence therewith Governmental Authority, take any position in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance inconsistent with the CodePurchase Price Allocation.

Purchase Price Allocation. The Within thirty (30) days of the final determination of the Final Purchase Price Adjustment Statement, the Purchaser shall prepare and any other items required by Tax Law shall be allocated deliver to the Seller Parties an allocation of the Cash Consideration among the assets of the Group Companies Sellers in accordance a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). The Purchase Price Allocation shall be deemed final unless the Seller shall have sixty Parties notify the Purchaser in writing that the Seller Parties object to one or more items reflected in the Purchase Price Allocation within thirty (6030) days following receipt after delivery of the Proposed Tax Purchase Price Allocation to propose the Seller Parties. In the event of any changes or indicate concurrence therewith in accordance with such objection, the Allocation Methodology, Seller Parties and Buyer the Purchaser shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith to resolve such dispute; provided, however, that if the Seller Parties and attempt the Purchaser are unable to reach agreement on resolve any dispute with respect to the allocation Purchase Price Allocation within forty-five thirty (4530) days among after the assets. If Buyer and Seller reach agreement on such allocation (delivery of the “Agreed Allocation”) within such periodPurchase Price Allocation to the Purchaser, such Agreed Allocation dispute shall be reflected on a completed IRS Form 8594 (resolved by the Accounting Referee. The fees and expenses of such accounting firm shall be borne equally by the Seller Parties and the Purchaser. Each Seller Party and the Purchaser shall each report, for all other Tax purposes, and timely file all Canadian and United States federal, provincial, state, local and foreign Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller in a manner consistent with the IRS Purchase Price Allocation. In the event of any adjustment to the Cash Consideration pursuant to this Agreement, the requirements of Section 1060(b) of Purchaser shall revise the Code. Each Party shall promptly notify purchase price allocation in a manner consistent with the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.

Purchase Price Allocation. The Final (a) Within ninety (90) days following the Closing Date, Buyer shall provide the Seller with a proposed allocation of the Purchase Price and the applicable Assumed Liabilities (together with any other amounts treated as consideration for U.S. Federal income Tax purposes) among the Purchased Assets (the “Buyer Draft Allocation”). (b) If the Seller disagrees with the Buyer Draft Allocation, the Seller may, within thirty (30) days after delivery of the Buyer Draft Allocation, deliver a notice (the “Seller Allocation Notice”) to Buyer to such effect, specifying the items required with which the Seller disagrees and setting forth Seller’s proposed allocation of the Purchase Price (and other relevant amounts). If the Seller Allocation Notice is duly delivered, the Seller and Buyer shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts). If the Seller and Buyer are unable to reach such agreement, the Seller and Buyer shall submit all matters that remain in dispute with respect to the Seller Allocation Notice (along with a copy of the Buyer Draft Allocation marked to indicate those line items not in dispute) to an independent, nationally recognized accounting firm mutually agreed to by Tax Law the Seller and Buyer (the “Reviewing Accountant”). The Seller and Buyer shall instruct the Reviewing Accountant to make a determination no later than thirty (30) days following the submission of such dispute, based solely on the written submissions of the Seller, on the one hand, and Buyer, on the other hand. The Reviewing Accountant shall adjust the Buyer Draft Allocation based on these determinations. All fees and expenses relating to the work, if any, to be performed by the Reviewing Accountant shall be allocated among borne equally by the assets of Seller and Buyer. (c) The Buyer Draft Allocation, as prepared by Buyer if the Group Companies Seller has not delivered a Seller Allocation Notice in accordance with Section 2.6(b), as adjusted pursuant to any agreement between the Seller and Buyer, or as adjusted by the Reviewing Accountant (in each case, the “Purchase Price Allocation”), shall, absent fraud, be conclusive and binding on the Seller and Buyer for all Tax purposes. The Purchase Price Allocation shall be amended to reflect any adjustment to the Purchase Price in a manner consistent with applicable Tax Law (including Section 1060 of the Code). (d) Seller and Buyer shall file all applicable Tax Returns (including IRS Form 8594) in a manner consistent with the Purchase Price Allocation and shall not take any Tax position that is inconsistent with the Purchase Price Allocation in connection with any proceeding before any Taxing Authority, in each case unless otherwise required by a final “determination” as defined in Section 1313(a) of the Code and the Treasury Regulations thereunder (and any or a similar provisions provision of state, local or non-U.S. foreign Tax Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following In the determination event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party dispute shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price Party in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result writing of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer notice and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation resolution of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codedispute.

Purchase Price Allocation. The Final Purchase Price and any other items required by Tax Law purchase price for the Purchased Assets shall be allocated among with respect to each category of property described on Schedule 2.8 hereto within the assets ranges set forth thereon. Prior to the Closing Date, the parties hereto shall use their reasonable efforts to agree on the specific final allocations to each such category within the ranges set forth on Schedule 2.8, and any such agreement shall be final, binding and conclu- sive on the parties hereto. If, prior to the Closing Date the parties hereto cannot come to such agreement, the parties shall engage a firm of nationally recognized independent public ac- countants (the Group Companies in accordance with Section 1060 of "Appraisal Firm") selected by the Code Company and Buyer within 10 days after the Closing Date. If the Company and Buyer are unable to agree on the Appraisal Firm, then Buyer and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance Company shall each have the right to request the Ameri- can Arbitration Association to appoint the Appraisal Firm who shall not have had a material business relationship with the allocation methodology attached as Appendix C (Company or Buyer within the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price past two years, other than pursuant to Section 2.32.5 or 2.6 hereof. The parties hereto agree to ex- ecute, if requested by the Appraisal Firm, a reasonable engage- ment letter. All fees and expenses relating to the work, if any, to be performed by the Appraisal Firm shall be borne equally by the Company and Buyer. The Appraisal Firm shall act as an arbitrator to determine the specific final allocations to each category contemplated by Schedule 2.8, but only within the ranges contemplated thereby, and the allocation to the Real Property category will be determined in the aggregate without regard to the specific allocations to the Real Property related to the Affiliate Centers set forth in this Section 2.8. The Appraisal Firm's determination shall be made within 30 days of their selection, shall be set forth in a written statement de- livered to the Company and Buyer and shall be final, binding and conclusive. After the final allocation has been made pur- suant to this Section 2.8, Buyer shall be entitled to xxxxx- locate the allocation with respect to each category to various subcategories of items within such category, so long as such suballocation by Buyer is consistent with the final allocation. Promptly following completion of the final allocation by the parties hereto, or the Appraisal Firm, as contemplated by this Section 2.8, Buyer shall prepare, execute and deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed an IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller consistent with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.final allocation

Purchase Price Allocation. The Final Within a reasonable period of time after the Closing, Buyer shall prepare and deliver to Sellers for their review and consideration a schedule (the “Allocation Schedule”) allocating the Purchase Price and the Assumed Liabilities among the various assets comprising the Purchased Assets in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of state or local Tax law) or any successor provision. If Sellers disagree with or raise objections to the Allocation Schedule, Buyer and Sellers will negotiate in good faith to resolve such objections. If the Parties are able to agree upon the allocation of the Purchase Price, Buyer and Sellers shall report and file all Tax Returns (including any amended Tax Returns and claims for refund) consistent with such mutually agreed Purchase Price allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other items proceedings). Buyer and Sellers shall file or cause to be filed any and all forms (including U.S. Internal Revenue Service Form 8594), statements and schedules with respect to such allocation, including any required amendments to such forms. If, on the other hand, the Parties are unable mutually to agree upon the manner in which the Purchase Price and the Assumed Liabilities should be allocated within fifteen (15) days after receipt by Tax Law Sellers of the Allocation Schedule, then any disputed matters shall be allocated among the assets of the Group Companies finally and conclusively determined in accordance with Section 1060 of the Internal Revenue Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law1986, as appropriate) in accordance with the allocation methodology attached as Appendix C amended (the “Allocation MethodologyCode”) by the New York office of Amper, Politziner & Xxxxxx, or such other accounting firm of national reputation as shall be mutually acceptable to Buyer and Sellers (the “Independent Accountants”). Within sixty Promptly, but not later than fifteen (6015) days following after its acceptance of appointment hereunder, the determination Independent Accountant shall determine only those matters in dispute and shall render a written report as to the disputed matters and the resulting allocation, and such report of the Final Purchase Price pursuant to Section 2.3Independent Accountant shall be final, conclusive and binding upon Buyer shall deliver to Seller a proposed allocation and Sellers. The fees and disbursements of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation Independent Accountants shall be reflected on a completed IRS Form 8594 borne solely by Buyer. Notwithstanding any other provisions of this Agreement, the provisions of this Section 2.4 shall survive the Closing. As used herein, “Tax Returns” means, collectively, all returns, reports and similar statements (including elections, declarations, disclosures, schedules, estimates and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(binformation returns) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, required to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codesupplied to any Governmental Authority relating to Taxes.

Purchase Price Allocation. The Final Not less than three (3) Business Days prior to the anticipated Closing Date, the Purchaser Group shall prepare and deliver to the Sellers a preliminary allocation of the Purchase Price and any Asset Seller Non‑Contingent Assumed Liabilities (plus other items required relevant items) amongst the Purchased Assets and including an allocation of such amount to the Purchased Assets located in each province and an allocation between Real Property and other property, to be used for calculating the amount(s) of Transfer Taxes to be remitted by Tax Law shall be allocated among Asset Seller or self‑assessed by Canadian Purchaser to the assets of the Group Companies in accordance with Section 1060 of the Code relevant Governmental Entities, and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C Purchased Shares (the “Allocation Methodology”"Preliminary Purchase Price Allocation"). Within sixty thirty (6030) days following of the determination of the Final Adjustment Statement, the Purchaser Group shall prepare and deliver to the Sellers a final allocation of the Purchase Price and Asset Seller Non‑Contingent Assumed Liabilities (plus other relevant items) amongst the Purchased Assets and the Purchased Shares (the "Final Purchase Price Allocation"). The Preliminary Purchase Price Allocation and the Final Purchase Price Allocation shall be prepared in accordance with applicable Law. The Parties shall file, and shall cause their Affiliates to file, all Tax Returns and statements, forms and schedules (including IRS Form 8594, if applicable) in connection therewith in a manner consistent with this Section 6.11 and shall take no position contrary thereto unless required to do so by a change in applicable Laws. The Purchaser Group and the Sellers shall promptly inform one another of any challenge by any Governmental Entity to any allocation made pursuant to this Section 2.36.11 and shall consult with one another, Buyer and keep one another informed with respect to, the status of, and any discussion, proposal or submission with respect to, such challenge. The Final Purchase Price Allocation shall deliver be modified to Seller reflect any adjustment to the Purchase Price after the Closing, as reasonably determined by Purchaser Group. Prior to the Closing, the Parties shall engage Valuation Research Corporation to prepare a proposed allocation valuation of the Purchased Assets (the "Purchased Assets Valuation") and the Parties shall use reasonable best efforts to cooperate with each other in order to facilitate the completion of the Purchased Assets Valuation not less than five (5) Business Days prior to the anticipated Closing Date. In connection therewith, the fees and expenses of Valuation Research Corporation shall be borne fifty percent (50%) by the Sellers and fifty percent (50%) by the Purchaser Group. The Purchaser Group shall determine and allocate the portion of the Preliminary Purchase Price Allocation to the Purchased Assets in accordance with the Purchased Assets Valuation (the "Preliminary Purchased Assets Allocation"), subject to the Sellers' reasonable comments and Sellers' consent (not to be unreasonably withheld, conditioned or delayed). The Purchaser Group shall determine and allocate the portion of the Final Purchase Price among Allocation to the assets of Purchased Assets in the Company in accordance with same manner used to prepare the Preliminary Purchased Assets Allocation Methodology (the “Proposed Tax "Final Purchased Assets Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e"), and any allocations made as a result of such adjustments Final Purchased Assets Allocation shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary only be modified to reflect an adjustment to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst for Tax purposes, after the assets Closing. The Purchaser Group acknowledges that (i) the Sellers have delivered to them preliminary valuation materials which indicate that the aggregate, estimated value of the Group CompaniesPurchased Assets is approximately $75 million and (ii) while such estimated value is not binding on the Parties or Valuation Research Corporation, the Sellers may deliver such materials to Valuation Research Corporation in connection with the valuation to be used prepared by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeValuation Research Corporation (as set forth herein).

Purchase Price Allocation. The Final Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder No later than thirty (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (6030) days following the determination of the Final Purchase Price pursuant to Section 2.3Working Capital Schedule, Buyer the Purchaser shall deliver to Seller a proposed provide the Member Representative with an allocation of the Final Purchase Price among and the liabilities of the Company and its Subsidiaries (plus other relevant items) between those assets of the Company in accordance with and its Subsidiaries that are treated as capital assets within the Allocation Methodology meaning of Section 1221 of the Code and those assets treated as inventory items and unrealized receivables within the meaning of Section 751 of the Code (the “Proposed Tax Purchase Price Allocation”). Seller The Purchaser shall have sixty permit the Member Representative to review and comment on the Purchase Price Allocation. If the Member Representative notifies the Purchaser in writing within twenty (6020) calendar days following of receipt of the Proposed Tax Purchaser’s proposed Purchase Price Allocation that the Member Representative objects to propose any changes one or indicate concurrence therewith more of the items reflected in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Purchase Price Allocation, Xxxxxx then the Member Representative and Xxxxx will the Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if the Member Representative and attempt the Purchaser are unable to reach agreement on resolve any dispute with respect to the allocation Purchase Price Allocation within forty-five ten (4510) calendar days among following the assets. If Buyer and Seller reach agreement on Purchaser having received written notice of objection from the Member Representative, then such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation dispute shall be reflected on a completed IRS Form 8594 resolved by the Arbitrator. The fees of the Arbitrator shall be allocated between the Purchaser and the Members in the same proportion that the aggregate amount of disputed items that were determined in favor of the other Party (as finally determined by the Arbitrator) bears to the total amount of disputed items submitted by the Purchaser and the Member Representative. The Parties shall file all other Tax Returns as applicable), which form shall be timely filed separately by Buyer (including amended returns and Seller claims for refund) and information reports in a manner consistent with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.

Purchase Price Allocation. The Final Purchase (a) Within sixty (60) days after the Closing Date, Purchaser shall provide to Company a draft purchase price allocation (the “Price and any other items required by Tax Law Allocation”), which shall be allocated among the assets of the Group Companies prepared in accordance a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder regulations promulgated thereunder. Purchaser and Company expect that the aggregate value allocable to furniture, fixtures and equipment in such Price Allocation shall be approximately $600,000. Company shall propose to Purchaser any changes to the draft Price Allocation within thirty (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (6030) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faiththereof. If Xxxxxx does not concur with the Proposed Tax Allocationany such changes are proposed, Xxxxxx Company and Xxxxx will Purchaser shall negotiate in good faith and attempt shall use their reasonable efforts to reach agreement on agree upon the allocation within forty-five (45) days among final Price Allocation. Notwithstanding the assets. If Buyer foregoing, if Company and Seller reach agreement on such allocation (the “Agreed Purchaser cannot agree upon a final Price Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (Company and Purchaser covenant and agree to file and cause their respective Affiliates to file, all other Tax Returns as applicable)(including amended returns, which form shall be timely filed separately by Buyer claims for refund and Seller with the IRS pursuant to the requirements of those returns and forms required under Section 1060(b) 1060 of the CodeCode and any applicable Treasury regulations) consistent with each of Company’s and Purchaser’s good faith allocations, unless otherwise required by law. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer Company and Seller also shall allocate and report any adjustments Purchaser agree to the Final Purchase Price act in accordance with Treasury Regulations Section 1.1060-1(e)the Price Allocation, if agreed to by both Company and Purchaser, or in accordance with their respective good faith allocations, if Company and Purchaser do not agree to the Price Allocation, for all purposes and agree not to take any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return inconsistent therewith, and to conduct any audit, Tax proceeding or otherwise for Tax purposes that is contrary litigation relating thereon in a manner consistent therewith. (b) Any indemnification payment treated as an adjustment to the Agreed Allocation determined hereunder. If Buyer total consideration paid for the Acquired Assets under Section 9.2 shall be reflected as an adjustment to the consideration allocated to a specific asset, if any, giving rise to the adjustment and Seller do if any such adjustment does not reach an Agreed Allocationrelate to a specific asset, Buyer and Seller will each prepare its own allocation of such adjustment shall be allocated among the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and Acquired Assets in accordance with the CodePrice Allocation method provided in this Section 2.6.

Purchase Price Allocation. The Final Purchase Price purchase price as determined for income Tax purposes related to the purchase and any other items required by sale of the Purchased Interests (the “Tax Law Consideration”) shall be allocated among the assets Assets based on the fair market values of the Group Companies Assets as of the Closing Date determined and allocated in accordance with Code Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”)thereunder. Within sixty (60) 120 days following after the determination of the Final Purchase Price pursuant to Section 2.3Post-Closing Adjustment, Buyer shall the Purchaser prepare and deliver to Seller a proposed the Sellers’ Representative an allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology schedule (the “Proposed Tax AllocationAllocation Schedule”). Seller The Sellers’ Representative shall have sixty (60) 30 days following receipt of the Proposed Tax Allocation Schedule to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, review and Buyer shall consider any changes proposed by Seller in good faithcomment thereon. If Xxxxxx the Sellers’ Representative does not concur with provide any comments within such 30 -day period, the Proposed Tax AllocationAllocation Schedule shall become final (the “Final Allocation Schedule”). If the Sellers’ Representative does provide comments within such 30 -day period, Xxxxxx the Sellers’ Representative and Xxxxx the Purchaser will negotiate in good faith to resolve any such comments within the 30 days following the receipt by the Purchaser of the Sellers’ Representative’s comments, and attempt upon any such resolution, the Proposed Allocation Schedule, as so amended, shall become the Final Allocation Schedule. If the Sellers’ Representative and the Purchaser are unable to reach an agreement on as to any such comments within the 30 -day period, then each of the Sellers’ Representative and the Purchaser shall be entitled to make an allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets Assets of the Group Companies, Companies in any manner it so determines in its sole discretion and neither shall have any obligation to be used by the other with respect to any such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codeallocation.

Purchase Price Allocation. The Final Within [*] days after the Closing Date, Seller shall prepare a draft allocation schedule (the “Allocation”) allocating the Purchase Price (together with any applicable Assumed Liabilities and any other items required by amounts treated as consideration for applicable income Tax Law shall be allocated purposes) among the assets of Transferred APA Assets and the Group Companies Transferred Assets in accordance with the rules under Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder (promulgated thereunder. Seller shall deliver the Allocation to Purchaser for review and comment within [*] calendar days after the Closing Date. Purchaser shall deliver its comments to Seller within [*] calendar days thereafter. Seller shall consult with Purchaser concerning such comments, shall consider such comments in good faith, and shall incorporate any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C agreed revisions thereto (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Revised Allocation”). In the event Purchaser and Seller agree upon the Allocation or the Revised Allocation or the Independent Accounting Firm determines the Allocation following an applicable dispute between the Parties, such Allocation or, if applicable, Revised Allocation shall have sixty be conclusive and binding on the Parties and none of Purchaser, Seller, or their Affiliates shall take any Tax position (60whether in Tax audits, Tax Returns or otherwise) days that is inconsistent with such Allocation or Revised Allocation unless required to do so by applicable Law. If the Parties fail to reach such an agreement within [*] following receipt the delivery of the Proposed Tax Allocation Allocation, the Parties shall submit the dispute on the next Business Day to propose any changes [*] or, if [*] is unavailable or indicate concurrence therewith in accordance with the Allocation Methodologyconflicted, and Buyer shall consider any changes proposed another nationally recognized independent accounting firm selected jointly by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation Purchaser (the “Agreed AllocationIndependent Accounting Firm”) within such period), such Agreed Allocation shall the cost of which will be reflected allocated to and borne by Seller, on a completed IRS Form 8594 (the one hand, and all Purchaser, on the other Tax Returns hand, based on [*], as applicable),. In resolving such disputes, which form the Independent Accounting Firm shall be timely filed separately (a) solely use materials provided by Buyer Purchaser and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.Seller,

Purchase Price Allocation. The Final Purchase Price and any other items required purchase price represents the amount agreed upon by the Parties for Tax Law shall purposes to be allocated among the aggregate value of the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”)Company. Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer The purchase price shall deliver to Seller a proposed allocation of the Final Purchase Price be allocated among the assets of the Company in accordance with Section 1060 of the Allocation Methodology Code. Sellers shall prepare and deliver to Purchaser an allocation schedule setting forth Sellers’ determination of the allocation (the “Proposed Tax AllocationAllocation Schedule”)) within ninety (90) days after the Execution Date. Seller Purchaser shall have sixty fifteen (6015) days following receipt to review the Allocation Schedule and either notify Sellers that it is in agreement with such Allocation Schedule or deliver, in writing, any objections that it may have with respect thereto. If Purchaser notifies Sellers that it disagrees with any aspect of the Proposed Tax Allocation Schedule, Purchaser and Sellers agree to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate work together in good faith and attempt to reach agreement on resolve any such disagreement. If any dispute regarding the allocation within forty-Allocation Schedule remains unresolved after forty five (45) days among the assets. If Buyer and Seller reach agreement on following Sellers’ delivery of such allocation (the “Agreed Allocation”) within Allocation Schedule to Purchaser, then such period, such Agreed Allocation disagreement shall be reflected immediately submitted to the Independent Accounting Firm, which shall be instructed to resolve such disagreement within thirty (30) days after such disagreement is submitted to it for resolution and shall notify the Purchaser and the Sellers in writing of its resolution. The Independent Accounting Firm’s resolution of the disagreement shall be final and binding on a completed Purchaser and Sellers. Purchaser and Sellers shall in all respects and for all purposes report, act and file all Tax Returns (including, but not limited to, IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller 8594) in a manner consistent with the IRS agreed upon or final Allocation Schedule and neither Purchaser nor Sellers shall take any position (whether in Tax Proceedings, Tax Returns, with respect to the transactions under the Asset Purchase Agreement (in the case of Purchaser) or otherwise) that is inconsistent with such Allocation Schedule unless required to do so by applicable Law. In the event the Purchase Price is adjusted pursuant to the requirements of Section 1060(b) of the Code. Each Party 2.06 or Article IX, Sellers shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer prepare and Seller also shall allocate and report any adjustments deliver to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e)Purchaser an updated Allocation Schedule reflecting such adjustment, and any allocations made Purchaser disagreement with such adjustment shall be resolved in the same manner as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to disagreement over the Agreed original Allocation determined hereunderSchedule. If Buyer incurred, any fees and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation expenses of the Final Purchase Price, amongst the assets of the Group Companies, to Independent Accounting Firm shall be used borne fifty percent (50%) by such Party Purchaser and its Affiliates, provided such allocation is reasonable and in accordance with the Codefifty percent (50%) by Sellers.

Purchase Price Allocation. The Final If Buyer elects to make the 338(h)(10) Elections pursuant to Section 5.16(h), the Parties shall allocate the Purchase Price (and any other items required by amounts treated as consideration for U.S. federal income Tax Law shall be allocated purposes) between the XXX Share and the WCRC Share and then among the assets of the Group Companies in accordance with Section 1060 each of the Code XXX and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. LawWCRC, as appropriate) applicable, in accordance with the allocation methodology attached as Appendix C of such consideration set forth on Exhibit B hereto (the “Allocation Methodology”). Within sixty No later than the earlier of (60i) 45 days following after the determination of the Final Purchase Price final Closing Statement pursuant to Section 2.32.4, and (ii) June 1 of the year immediately following the Closing Date, Buyer shall prepare and deliver to Seller a proposed draft of such allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Purchase Price Allocation”)) for Seller’s review and comment. If Seller objects to any item on the Purchase Price Allocation within 30 days of receipt thereof, Buyer and Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate work in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assetsresolve such dispute. If Buyer and Seller reach agreement on such allocation (are unable to resolve the “Agreed Allocation”dispute in connection with the preparation of the Purchase Price Allocation within 30 days of Buyer’s receipt of Seller’s notice of objection, the disputed item(s) shall be resolved by the Accounting Referee in accordance with the procedures set forth in Section 2.4(c), mutatis mutandis, and consistent with the Allocation Methodology. If Seller does not object to the Purchase Price Allocation within such period30 days of receipt thereof, such Agreed the Purchase Price Allocation shall be reflected on a completed IRS Form 8594 deemed final. The Parties shall revise the Purchase Price Allocation solely to account for subsequent adjustments to the Purchase Price (and all any other Tax Returns amounts treated as consideration for the purchase and sale of the KUC or WCRC assets, as applicable), which form shall be timely filed separately by Buyer and Seller for U.S. federal income Tax purposes) in a manner consistent with the IRS Allocation Methodology and the procedures set forth in this Section 5.16(i). The Parties and their respective Affiliates shall not take any position for Tax reporting purposes, or in connection with any Tax Claim, inconsistent with the Purchase Price Allocation (as finally determined pursuant to this Section 5.16(i)) unless required pursuant to a final “determination” (within the requirements meaning of Section 1060(b1313(a) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.

Purchase Price Allocation. The Final (a) To the extent necessary to prepare bills of sale, transfer agreements, or otherwise to timely comply with the requirements of applicable Law in respect of the sale of any of the Purchased Assets, at least twenty (20) days prior to the Closing Date, Purchaser shall deliver to Seller an allocation statement (the “Preliminary Jurisdictional Allocation”), which sets forth the amount of the Base Purchase Price (and any other items required by that are reasonably anticipated to be treated as additional consideration for Tax Law purposes) allocable to each of the Seller Entities. If Seller disagrees with the Preliminary Jurisdictional Allocation, Seller may, within ten (10) days after delivery of such Preliminary Jurisdictional Allocation, deliver a notice to Purchaser to such effect, specifying those items as to which Seller disagrees. Seller and Purchaser shall, during the ten (10) days following such delivery, cooperate in good faith to resolve such dispute prior to the Closing. In the event Seller and Purchaser are unable to agree on a Preliminary Jurisdictional Allocation prior to the Closing, Purchaser’s proposed Preliminary Jurisdictional Allocation shall be allocated among used to prepare bills of sale, transfer agreements, and other documents that are required under applicable Law to effect the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder Transaction at Closing. (and any similar provisions of state, local or non-U.S. Law, as appropriateb) in accordance with the allocation methodology attached as Appendix C Within ninety (the “Allocation Methodology”). Within sixty (6090) days following the determination of the Final Purchase Price pursuant to Section 2.3Price, Buyer Purchaser shall prepare and deliver to the Seller a proposed for its prompt review and comment, an allocation statement (the “Final Allocation”), which sets forth (i) the amount of the Final Purchase Price (and any additional amounts treated as consideration for applicable Tax purposes) allocable to each Seller Entity, (ii) the amount of the Final Purchase Price (and any additional amounts treated as consideration for applicable Tax purposes) allocable among the assets Purchased Assets in respect of any transfer that is an “applicable asset acquisition” within the meaning of Section 1060 of the Company Code, and (iii) the identity of any Seller Entities to which the payments contemplated by Section 2.13 are allocable. The Final Allocation shall be prepared in accordance with Section 1060 of the Code and, to the extent Seller and Purchaser agreed to a Preliminary Jurisdictional Allocation Methodology (the “Proposed Tax prior to Closing, in a manner consistent with such Preliminary Jurisdictional Allocation”). Seller shall have sixty notify Purchaser in writing of any objections to the Final Allocation within fifteen (6015) days following receipt after Seller receives the Final Allocation. If Seller does not notify Purchaser of any objections to the Final Allocation, within that fifteen (15)-day period, the Final Allocation shall be construed as final. If Seller notifies Purchaser of an objection to the Final Allocation by the end of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodologyfifteen (15)-day period, Purchaser and Buyer Seller shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate attempt in good faith to resolve the dispute, and attempt if Purchaser and Seller are unable to reach agreement resolve their differences within fifteen (15) days thereafter (“Allocation Dispute Resolution Period”), then the disputed items on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Final Allocation shall be reflected on a completed IRS Form 8594 submitted to the Independent Accounting Firm within five (5) days after the end of the Allocation Dispute Resolution Period for resolution with the costs paid 50% by Seller and all other Tax Returns as applicable)50% by Purchaser, which form and the Independent Accounting Firm shall be timely filed separately instructed to deliver a finalized Final Allocation as soon as possible. (c) Except as otherwise required by Buyer and Seller with the IRS applicable Law or as specifically required pursuant to a “determination” (within the requirements meaning of Section 1060(b1313(a) of the Code. Each Party Code or any similar provision of state, local or foreign Law), the Parties and their Affiliates shall promptly notify report and file Tax Returns (including IRS Forms 8594) in all respects and for all purposes in a manner consistent with the other upon receipt of notice of Final Allocation, and shall not take any pending or threatened Tax audit or assessment challenging position before any Taxing Authority that is in any way inconsistent with the Agreed Final Allocation. Buyer and Seller also shall allocate and report any Any adjustments made to the Final Purchase Price shall be allocated among the Purchased Assets in accordance a manner consistent with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed the Final Allocation. No Each of Purchaser and Seller shall notify the other Party shall take to the extent a position on any Tax Return or otherwise for Tax purposes Taxing Authority makes a claim with respect to such Party that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of inconsistent with the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeAllocation.

Purchase Price Allocation. (a) The Final Purchase Price and any other items required by that are treated as consideration for Tax Law purposes shall be allocated among the assets RLC Ducted Business and the RLC Ductless Business, (the “Initial Allocation”) in a manner consistent with the allocation of the Group Companies Hitachi Closing and Final Purchase Prices, as determined pursuant to Section 5.20. The Initial Allocation shall then be further allocated among such Purchased Assets pursuant to Section 2.10(b) hereof. Purchaser and Seller agree that the Allocation Schedule (as defined in Section 2.10(b)) shall be prepared in accordance with and consistent with the Initial Allocation; provided that Seller may revise the Initial Allocation with the consent of the Purchaser, which shall not be unreasonably conditioned, withheld or delayed. (b) Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Final Purchase Price and any other items that are treated as consideration for Tax purposes among the Purchased Assets (including among the Purchased Entity Shares and the Purchased Venture Interests) and, to the extent applicable, the covenants and agreements set forth in any Transaction Document in accordance with Exhibit I attached hereto and consistent with Section 5.20(d) and Section 5.20(e) (such allocation, the “Allocation Schedule”). No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.9, Seller shall deliver to Purchaser proposed allocations (including allocations with respect to the assets of any Purchased Companies that are deemed acquired for U.S. federal income Tax purposes) of the Final Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as consideration for Tax purposes to Seller as of the Closing Date, in each case determined in a manner consistent with the Initial Allocation and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and “Seller’s Allocations”). If Purchaser disagrees with any similar provisions of stateSeller’s Allocations, local or non-U.S. LawPurchaser may, as appropriatewithin thirty (30) in accordance with the allocation methodology attached as Appendix C days after delivery of Seller’s Allocations, deliver a notice (the “Purchaser’s Allocation MethodologyNotice”)) to Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocations. Within sixty The parties shall use reasonable best efforts to resolve any differences between them within fifteen (6015) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller Seller’s receipt of a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Purchaser’s Allocation Methodology Notice. If Purchaser does not provide comments within thirty (the “Proposed Tax Allocation”). Seller shall have sixty (6030) days following of receipt of the Proposed Tax Allocation Seller’s Allocations, Purchaser shall be deemed to propose any changes or indicate concurrence therewith have consented to Seller’s Allocations in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faithfull. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx Seller and Xxxxx will negotiate in good faith and attempt Purchaser are unable to reach an agreement on the allocation Allocation Schedule within forty-five (45) days among the assets. If Buyer after Seller’s delivery of Seller’s Allocations to Purchaser, Purchaser and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify thereafter cause the other upon receipt Independent Accounting Firm to resolve any remaining disputes. Any allocation of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with Treasury Regulations the Allocation Schedule. The allocations, as prepared by Seller if no Purchaser’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm, shall be conclusive and binding on the parties hereto. Seller and Purchaser shall not (and shall cause their respective Affiliates not to) take any position inconsistent with the Allocation Schedule, as finally determined pursuant to this Section 1.1060-1(e2.10(b), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for in any Tax purposes that is contrary Proceeding, in each case, except to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a)(1) of the Final Purchase Price, amongst Code (or any analogous provision of U.S. state or local or non-U.S. law). (c) The parties agree that the assets Advance Payment (as defined in the Trademark License Agreement) shall be paid (as a matter of administrative convenience) as a portion of the Group CompaniesClosing Purchase Price but represents a portion of the License Fee (as defined in the Trademark License Agreement) payable pursuant to the terms of the Trademark License Agreement and constitutes a gross, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with non-discounted deposit for the CodeLicense Fee.

Purchase Price Allocation. (a) The Final Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder for U.S. federal income tax purposes (and any similar provisions provision of state, local or non-U.S. foreign Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology manner required by Section 1060 of the Code (the “Proposed Tax Allocation”). Seller shall have sixty Within ninety (6090) days following the Closing Date, Purchaser shall prepare and deliver to Seller for its review and approval IRS Form 8594 and any required exhibits thereto, setting forth the Allocation. Seller shall notify Purchaser of any objections to the Allocation within thirty (30) days of receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with Allocation. If no such objections are made within such thirty (30)-day period, the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faithbecome final. If Xxxxxx does not concur with Seller notifies Purchaser within such thirty (30)-day period that it objects to one or more items reflected on the Proposed Tax Allocation, Xxxxxx Seller and Xxxxx will Purchaser shall negotiate in good faith to resolve such dispute. If Seller and attempt Purchaser fail to reach agreement resolve any such dispute within thirty (30) days of Purchaser’s receipt of Seller’s notice, then Seller and Purchaser shall submit the items of the Allocation in dispute for resolution to an independent valuation or accounting firm of international reputation mutually acceptable to Seller and Purchaser, which shall, as soon as practicable after such submission, determine and report to Seller and Purchaser its resolution of the Allocation. The report of such firm shall be final and binding upon the parties hereto. The fees for such firm shall be borne equally between Seller, on the allocation within forty-five one hand, and Purchaser, on the other hand. (45b) days among the assets. If Buyer Each of Purchaser and Seller reach agreement on such allocation (the “Agreed Allocation”) within such periodand their respective Affiliates shall, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant except to the requirements of extent required otherwise by a “determination,” as defined in Section 1060(b) 1313 of the Code, (i) be bound by the Allocation, as finally determined, for all Tax purposes; (ii) prepare and file all Returns in a manner consistent with the Allocation, as finally determined; and (iii) take no position inconsistent with the Allocation, as finally determined, in any Return, Tax Contest or otherwise. Each Party In the event that the Allocation, as finally determined, is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify and consult with the other upon receipt parties and keep the other parties apprised of notice material developments concerning resolution of any pending or threatened Tax audit or assessment challenging the Agreed Allocationsuch dispute. Buyer Each of Purchaser and Seller also shall allocate and report hereby agrees to revise the Allocation to reflect any adjustments adjustment to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result pursuant to this Agreement. *** Confidential treatment has been requested for redacted portions of such adjustments shall become part of such Agreed Allocationthis exhibit. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary This copy omits the information subject to the Agreed Allocation determined hereunderconfidentiality request. If Buyer Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeExchange Commission.

Purchase Price Allocation. The Final Buyer shall allocate the Purchase Price and any other items required by Tax Law shall be allocated the Assumed Liabilities treated as purchase price for U.S. federal income tax purposes, as of the Closing, among the classes of assets (as described in the Treasury regulations promulgated under Section 338 of the Group Companies Code) to which the Acquired Assets relate (the “Allocation”) in accordance with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder (and or any similar provisions provision of state, local or non-U.S. Law, as appropriatestate Tax law) in accordance with and shall submit the allocation methodology attached as Appendix C (the “proposed Allocation Methodology”). Within to Sellers not later than sixty (60) days after Closing. If, within thirty (30) days after the receipt of the proposed Allocation, Seller notifies Buyer in writing that Seller disagrees with the proposed Allocation, then Buyer and Seller shall attempt in good faith to resolve their disagreement within the fifteen (15) days following Seller’s notification to Buyer of such disagreement. If Seller does not so notify Buyer within thirty (30) days of receipt of the proposed Allocation, or upon resolution of the dispute by Seller and Buyer, the proposed Allocation shall become the final Allocation (the “Purchase Price Allocation”). If Seller and Buyer are unable to resolve their disagreement within the fifteen (15) days following any such notification by Seller, the dispute shall be submitted to a mutually agreed nationally recognized independent accounting firm, for resolution within fifteen (15) days of such submission, which resolution shall be final, binding and non-appealable. Each Party shall cooperate fully with the other Party to facilitate a prompt determination of the Allocation. The fees, costs and expenses of the valuation firm retained to resolve any dispute with respect to the Allocation, if applicable, shall be borne equally by Seller, on the one hand, and Buyer, on the other. Seller and Buyer shall report consistently with the Allocation in all Tax Returns, including IRS Form 8594 (Asset Acquisition Statement) under Section 1060 of the Code, which Buyer and Seller shall timely file with the IRS, and neither Buyer nor Seller shall take any position in any Tax Return that is inconsistent with the Purchase Price Allocation unless required to do so by a (x) change in law occurring after the date of the determination of the Final Purchase Price pursuant to Allocation or (y) final determination as defined in Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) 1313 of the Code. Each Party shall of Seller and Buyer agree to promptly notify advise each other regarding the other upon receipt of notice existence of any pending Tax audit, controversy or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments litigation related to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.

Purchase Price Allocation. The Final No later than 45 days following the Closing, the Seller shall prepare and deliver to the Purchaser, for its review and approval, a statement allocating, for U.S. federal income Tax purposes, the Closing Purchase Price and (as increased for U.S. federal income Tax purposes to take into account any other items required by Tax Law shall be allocated Liabilities of the Company) among the assets of the Group Companies Company, including shares of stock in Subsidiaries (such statement the “Closing Allocation Statement”), in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”)regulations promulgated thereunder. Within sixty (60) No later than 45 days following the determination of Second Closing, the Final Purchase Price pursuant to Section 2.3, Buyer Seller shall prepare and deliver to Seller the Purchaser, for its review and approval, a proposed allocation statement allocating, for U.S. federal income Tax purposes, the Second Closing Payment (as increased for U.S. federal income Tax purposes to take into account any Liabilities of the Final Purchase Price LiveTV Satellite) among the assets of LiveTV Satellite (such statement the Company “Second Closing Allocation Statement” and together with the Closing Allocation Statement, the “Allocation Statements”), in accordance with Section 1060 of the Allocation Methodology (Code and the “Proposed Tax Allocation”)regulations promulgated thereunder. The Purchaser and the Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith to resolve any differences they have with respect to each Allocation Statement during the 60 days immediately following delivery of such Allocation Statement by the Seller. Notwithstanding anything herein to the contrary, if a dispute regarding an Allocation Statement remains after such good faith negotiation, such dispute shall be referred to the Accounting Firm, which shall submit its final determination within 20 days and attempt to reach such determination shall be final, binding and conclusive on the parties. Any and all costs incurred in connection with such retention of the Accounting Firm shall be equally borne by the Purchaser and the Seller. When an agreement on an Allocation Statement is reached between the allocation within forty-five Purchaser and the Seller or determined by the Accounting Firm, (45a) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation Statement shall be reflected on a completed conclusive and binding upon the parties for all purposes, and neither the Purchaser nor the Seller shall take any Tax position which is inconsistent with such allocation, (b) the Seller and the Purchaser shall each file an IRS Form 8594 (and all U.S. federal, state, local and other Tax Returns as applicable)required to be filed in accordance with such Allocation Statement and (c) the parties agree to consult, which form shall be timely filed separately and to cause their respective Affiliates to consult, with one another with respect to any Tax audit, controversy or litigation relating to such Allocation Statement by Buyer and Seller with the IRS pursuant or another Tax authority (it being understood that, notwithstanding the foregoing, in the event the IRS challenges any position taken by any party relating to the requirements of Section 1060(b) of Allocation Statement, such party may settle or litigate such challenge without the Codeconsent of, or liability to, the other party). Each Party shall promptly notify Allocation Statement may be revised by the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging Purchaser and the Agreed Allocation. Buyer and Seller also shall allocate and report to reflect any adjustments to the Final Closing Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeSecond Closing Payment.

Purchase Price Allocation. The Final Seller and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price and any other items required by assumed Liabilities treated as amount realized, for Tax Law shall be allocated purposes, among the assets of the Group Companies and shares deemed sold for US federal Income Tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology Exhibit 8 attached as Appendix C hereto (the “Allocation MethodologyPurchase Price Allocation”). Within sixty one hundred twenty (60120) days following after the determination of the Final Purchase Price pursuant to Section 2.3Closing Date or as soon as practicable thereafter, Buyer Purchaser shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets (and other relevant amounts) as of the Company in accordance Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation Methodology and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Proposed Tax Purchaser’s Allocation”). If Seller shall have disagrees with Purchaser’s Allocation, Seller may, within sixty (60) days following receipt after delivery of Purchaser’s Allocation, deliver a notice (the “Seller’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, Purchase Price (and Buyer shall consider any changes proposed by Seller in good faithother relevant amounts). If Xxxxxx does not concur with the Proposed Tax AllocationSeller’s Allocation Notice is duly delivered, Xxxxxx Seller and Xxxxx will negotiate in good faith and attempt Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation within forty-five of the Purchase Price (45) days among and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the assetsPurchase Price Allocation. If Buyer Seller and Seller Purchaser are unable to reach agreement on such allocation agreement, they shall promptly thereafter cause a reputable independent accounting firm agreed to by the Parties (the “Agreed Accounting Firm”) to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Accounting Firm shall be borne equally by Seller, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Accounting Firm (the “Allocation”) within such period, such Agreed shall be conclusive and binding on all Parties. The Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns adjusted, as applicable)necessary, which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of reflect any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any subsequent adjustments to the Final Purchase Price pursuant to this Agreement. Seller and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed the Allocation. No Party Seller, Purchaser or any of their respective Affiliates shall not take a any position inconsistent with the Allocation on any Tax Return or otherwise for in any Proceeding before a Tax purposes that is contrary Authority related to Taxes (a “Tax Proceeding”), in each case, except to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Final Purchase PriceCode (or any similar provision of applicable state, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codelocal or foreign Law).

Purchase Price Allocation. (a) The Final Purchase Price Price, the Assumed Liabilities and, if applicable, the liabilities of the Sold Companies and any other items required by their respective Subsidiaries (to the extent properly included as purchase consideration for Tax Law purposes) shall be allocated among the Acquired Assets, the Sold Shares and, if applicable, among the assets of the Group Sold Companies and their respective Subsidiaries, in proportion to their respective fair market values and in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions provision of state, local or non-U.S. Law, Law as appropriate. Within thirty (30) in accordance with days after the date hereof, Seller Parent shall prepare and deliver to the Buyer a draft of the allocation methodology attached as Appendix C provided for in the immediately preceding sentence (the “Purchase Price Allocation MethodologySchedule”). Within sixty The Buyer shall have thirty (6030) days to review and comment on such Purchase Price Allocation Schedule. If the Buyer does not notify Seller Parent in writing of any objections within thirty (30) days or if Seller Parent and the Buyer mutually resolve any objections, each of Seller Parent and Buyer agree that the Purchase Price Allocation Schedule shall become final and binding. To the extent the Buyer and Seller Parent cannot resolve any and all such objections within thirty (30) days following the determination Buyer’s receipt of the Final Purchase Price Allocation Schedule, then the dispute resolution procedures of Section 2.7(e) and Section 2.7(f) shall apply mutatis mutandis and upon resolution of any disputed matters, the Purchase Price Allocation Schedule shall become final and binding. In the event an adjustment to the Purchase Price is made pursuant to Section 2.32.7 or otherwise under this Agreement, Buyer shall deliver to Seller a proposed the allocation of the Final Purchase Price Price, the Assumed Liabilities and, if applicable, the liabilities of the Sold Companies and their respective Subsidiaries (to the extent properly included as purchase consideration for Tax purposes) shall be revised to allocate such adjustment to the Acquired Assets, the Sold Shares and/or among the assets of the Sold Companies (and Sold Company Subsidiaries), if applicable, as the case may be, based upon the item to which such adjustment is attributable. (b) Except as otherwise required by applicable Law, Seller Parent and the Buyer shall, and shall cause their respective Affiliates, to report the Tax consequences of the transactions contemplated by this Agreement in accordance a manner consistent with the Purchase Price Allocation Methodology (the “Proposed Tax Allocation”). Seller Schedule as finalized, and as it may be revised from time to time, and shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose not take any changes or indicate concurrence position inconsistent therewith in accordance with the Allocation Methodologypreparing any Tax Returns, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed including IRS Form 8594 (and all any other Tax Returns forms or filings, as applicable)well as in preparing any published financial statements, which form shall be timely filed separately by Buyer and Seller with the IRS pursuant and, to the requirements of Section 1060(b) extent permitted under applicable Law, none of the Code. Each Party Buyer, Seller Parent or their respective Affiliates shall promptly notify the other take any position inconsistent therewith upon receipt of notice examination of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price Return, in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return refund claim, or otherwise for in any Tax purposes that is contrary to litigation or investigation, without the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation prior written consent of the Final Purchase PriceBuyer or Seller Parent, amongst as the assets of the Group Companies, case may be (such consent not to be used by such Party and its Affiliatesunreasonably withheld, provided such allocation is reasonable and in accordance with the Codeconditioned or delayed).

Purchase Price Allocation. The Final Purchase Price and any other items required by Tax Law shall be allocated among Within 30 days after the assets final determination of the Group Companies Closing Working Capital in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.31.03, Buyer shall prepare and deliver to Seller Sellers a proposed allocation of the Final Purchase Price among (and the assets amount of the Company in accordance with the Allocation Methodology any liability or other items required to be treated as purchase price for U.S. federal income tax purposes) (the “Proposed Tax Allocation”). The Proposed Allocation shall be prepared in accordance with Code Sections 755 and 1060 and Revenue Ruling 99-6, Situation 2. Buyer shall provide Seller with copies of such backup documentation and work papers supporting the Proposed Allocation as Seller may reasonably request. Within 30 days after receipt by Sellers of the Proposed Allocation, Seller shall have sixty notify Buyer in writing of any objections to the Proposed Allocation by setting forth in reasonable detail the basis for any such objection (60and any alternative allocation) and including reasonable documentation supporting such objection (the “Allocation Objection Notice”); provided, however, that any Allocation Objection Notice, if any, with respect to the amounts set forth in the Proposed Allocation shall be limited solely to Class III and Class IV assets, and no other class of assets; and provided further that, assets in the Proposed Allocation shall be stated at fair market value. If Sellers either fail to provide an Allocation Objection Notice to Buyer within such 30-day period or provides Buyer written notice of Sellers’ approval of the Proposed Allocation within such 30-day period, Sellers shall be conclusively treated as having approved of the Proposed Allocation in its entirety, and the Proposed Allocation thereafter shall be final and binding on both Buyer and Sellers. In the event Sellers timely provide the Allocation Objection Notice to Buyer, Sellers and Buyer shall then use commercially reasonable efforts to resolve their disagreements and agree upon a mutually acceptable allocation. If Sellers and Buyer are unable to agree upon a mutually acceptable allocation within 20 calendar days following Buyer’s receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith Objection Notice, then such dispute shall be resolved in accordance with Section 1.03(c) above in the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with same manner as if this was a dispute concerning the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeClosing Working Capital Statement.

Purchase Price Allocation. (i) The Final Purchase Price (and any all other items required by Tax Law capitalized costs) shall be allocated among the Target Companies and the portions thereof allocated to TFP and Tredegar Brasil shall be allocated among their assets, respectively, and the assets of any of the Group Companies Target Subsidiaries of TFP or Tredegar Brasil that are formed under U.S. law and are disregarded entities for U.S. federal income tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local or non-U.S. foreign Law, as appropriate), pursuant to the provisions of this Section 11.7(g) in accordance with the allocation methodology attached as Appendix C (the “Allocation MethodologyPurchase Price Allocation”). Within sixty (60) A draft of the Purchase Price Allocation shall be prepared by Buyers’ Parent and delivered to Sellers’ Representative within 60 days following the determination Closing Date. If Sellers’ Representative notifies Buyers’ Parent in writing within 30 days following the receipt of such Purchase Price Allocation that Sellers’ Representative objects to one or more items reflected in such draft of the Final Purchase Price Allocation, Sellers’ Representative and Buyers’ Parent shall negotiate in good faith to resolve such dispute; provided, however, that if Sellers’ Representative and Buyers’ Parent are unable to resolve any dispute with respect to the Purchase Price Allocation within 60 days following Sellers’ Representative’s delivery of such notice, such dispute shall be resolved by the Accounting Firm. The fees and expenses of the Accounting Firm shall be borne equally by Sellers and Buyers. Buyers, Sellers and their Affiliates shall file Tax Returns (including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the Purchase Price Allocation as determined pursuant to this Section 11.7(g). Any adjustment to the Purchase Price pursuant to Section 2.311.6 shall be allocated in a manner consistent with the Purchase Price Allocation. For the avoidance of doubt, Buyer any document prepared for purposes of allocating the Purchase Price for non-U.S. tax purposes (including any PPA report or other similar document) shall deliver not impact the Purchase Price Allocation. Buyers’ Parent, Sellers’ Representative and their respective Affiliates shall not take any position (whether in an audit, Tax Return or otherwise) that is inconsistent with the Purchase Price Allocation unless otherwise required to Seller a proposed allocation do so by applicable Law. The provisions of this Section 11.7(g) will survive post‑Closing indefinitely. Notwithstanding anything to the contrary contained in this Agreement, the portion of the Final Purchase Price allocated to the Tredegar India Interests shall be consistent with the Purchase Price (in this instance, as defined in the Tredegar India Interests Purchase Agreement) under the Tredegar India Interests Purchase Agreement on the basis of which the Indian Tax Withholding Amount will be computed and withheld, and such portion of the Purchase Price allocated to Tredegar India Interests will not be subject to any adjustments as provided under Section 2.3. Further, Buyers’ Parent agrees that it will allocate the same amount towards the Tredegar India Interests for the purposes of Purchase Price Allocation under this Section 11.7(g) and will not deviate therefrom. (ii) From the date hereof through the Closing Date, to the extent necessary to prepare bills of sale, transfer agreements or to otherwise timely comply with the requirements of applicable Law in respect of the sale of the Interests at the Closing, Sellers’ Representative and Buyer agree to cooperate in good faith to allocate, the Estimated Purchase Price among the assets of Sellers and/or the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeInterests.

Purchase Price Allocation. The Final Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriatea) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the of determination of the Final final Purchase Price pursuant to Section 2.32.5, Buyer the Purchaser shall deliver provide to Seller the Sellers a proposed allocation schedule allocating the portion of the Final Purchase Price among (including all relevant Liabilities) attributable to the assets shares of the Company Acquired Companies and the Transferred Assets and Liabilities (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule shall be prepared in accordance with the Allocation Methodology applicable provisions of the Code and the allocation(s) set forth in Section 7.9 of the Sellers Disclosure Schedule (the “Proposed Tax AllocationAllocation Principles”). Seller shall have sixty If within thirty (6030) days following receipt of receiving the Proposed Tax Purchase Price Allocation Schedule, the Sellers have not objected, the Purchase Price Allocation Schedule shall be final and binding. If within thirty (30) days the Sellers object to propose the Purchase Price Allocation Schedule, the Sellers and the Purchaser shall work in good faith to resolve any changes or indicate concurrence therewith disputes, provided that if after thirty (30) days, the Sellers and the Purchaser are unable to agree, the Parties shall use the procedures set forth in accordance Section 2.5(e) to resolve their dispute; provided, that any Purchase Price Allocation Schedule determined by the Independent Accounting Firm shall be subject to and consistent with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faithPrinciples. If Xxxxxx does not concur with The determination of the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation Independent Accounting Firm shall be reflected final and binding on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form Parties. The cost of the Independent Accounting Firm shall be timely filed separately borne fifty percent (50%) by Buyer the Sellers and Seller with fifty percent (50%) by the IRS pursuant to Purchaser. (b) The Sellers and the requirements of Section 1060(bPurchaser shall (1) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any make appropriate adjustments to the Final Purchase Price Allocation Schedule to reflect changes in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst (2) file all Tax Returns (and cause their respective Affiliates and Persons that are treated as owning the assets equity of any of the Group Companies, Acquired Companies for Income Tax purposes to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance file all Tax Returns) consistently with the CodePurchase Price Allocation Schedule (as appropriately adjusted) and (3) not take any position during the course of any audit or other legal Action that is inconsistent with such Purchase Price Allocation Schedule, unless required by a determination of the applicable Taxing Authority that is final.

Purchase Price Allocation. The Final purchase price for the Assets (the "Purchase Price and any other items required by Tax Law Price") shall be allocated among Four Hundred Thirty-Five Million Dollars ($435,000,000), which sum shall be (a) reduced by the assets amount of the Group Companies in accordance with Section 1060 of Escrow Amount on the Code and Closing Date, that is delivered by Escrow Agent to Seller at the Treasury Regulations thereunder Closing as a credit against the Purchase Price; (and any similar provisions of state, local b) subject to upward or non-U.S. Lawdownward adjustment, as appropriate) in accordance with the allocation methodology attached as Appendix C (case may be, on and after the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price Closing Date pursuant to Section 2.32.5(a) below; and (c) reduced by $20,000,000, which Buyer shall deliver to the Indemnification Escrow Agent, by wire transfer of immediately available funds to such account as designated in writing to Buyer by Seller or the Indemnification Escrow Agent, to be held and disposed of by the Indemnification Escrow Agent pursuant to the Indemnification Fund Agreement (such adjusted Purchase Price, the "Estimated Purchase Price"). Following the Closing, Buyer shall retain, at Buyer's expense, a proposed allocation recognized appraisal firm to appraise the Stations and the Assets and shall provide Seller with a copy of such appraisal within 90 days after the Final Closing Date. If the results of Buyer's appraisal are acceptable to Seller and Buyer, Seller and Buyer agree to allocate the Purchase Price among the assets of Stations and the Company Assets for financial accounting and tax purposes in accordance with such appraisal and to report for financial accounting and tax purposes the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt sale and purchase of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed Assets contemplated by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement this Agreement on the allocation basis of such allocation. If, within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements reasonable period of Section 1060(b) time after delivery of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocationappraisal, Buyer and Seller will each prepare its own allocation are unable to agree upon the appraisal, the party that does not agree with the appraisal shall notify the other party and neither party shall be required to report for tax purposes the sale and purchase of the Final Purchase Price, amongst assets on the assets basis of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codeappraisal.

Purchase Price Allocation. The Final Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) Not later than 60 days following the determination final resolution of the Final Purchase Price pursuant to Section 2.32.5, the Buyer shall prepare and deliver to the Seller for its approval, a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation statement which shall be reflected on a completed IRS Form 8594 (mutually agreed upon and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with provide for the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst plus any other items constituting consideration for applicable income Tax purposes, among the assets of the Group CompaniesAcquired Companies consistently with Schedule 6.5(i) (the “Purchase Price Allocation Statement”). No party shall take any position on any Tax Return or in the course of any Tax Proceeding inconsistent with the allocation provided in the Purchase Price Allocation Statement, unless otherwise required by applicable Law. In the event that any adjustment is required to be used by made to the Purchase Price Allocation Statement as a result of any adjustment to the Purchase Price pursuant to this Agreement (including any Earn-Out Payments), the Buyer shall prepare or cause to be prepared, and shall provide to the Seller for its approval, a revised Purchase Price Allocation Statement reflecting such Party adjustment. If the Seller disagrees with any items on the Purchase Price Allocation Statement or on any revisions thereto, the Seller shall deliver written notice of such disagreements to the Buyer, and its Affiliatesthe parties shall resolve such disagreement (or refer such disagreement to the Firm or the Second Firm, provided as applicable, for resolution) pursuant to the procedures set forth in Section 2.5(g); provided, that the Buyer and the Seller shall each pay 50% of the cost of retaining the Firm or the Second Firm to resolve any such allocation is reasonable and in accordance with the Codedisagreement.

Purchase Price Allocation. The Final Seller and Purchaser agree that, for purposes of Section 1060 of the Code, the Purchase Price Price, the Assumed Liabilities, and any other items required by Tax Law relevant amounts shall be allocated among the assets of Acquired Assets for U.S. Tax purposes based on the Group Companies in accordance methodology set forth on Schedule 8.04. Within [***] days after the Closing Date, [***] will provide [***] with Section 1060 of a schedule allocating the Code and the Treasury Regulations thereunder (Purchase Price, Assumed Liabilities, and any similar provisions other relevant amounts among the Acquired Assets (the “Preliminary Allocation”). The Preliminary ​ Allocation shall be final and binding on [***] and [***] unless [***] notifies [***] of stateobjections to the Preliminary Allocation within [***] days of receipt thereof. If [Seller] notifies [***] of objections to the Preliminary Allocation, local or non-U.S. Law[***] and [***] shall cooperate in good faith to resolve such disagreement. If [***] and [***] are unable to resolve such disagreements within [***] days of [***]’s receipt of [***]’s notice of objection, as appropriatethen [***] and [***] shall hire an independent national accounting firm selected by [***] and reasonably acceptable to [***] (the “Accounting Firm”) in a manner consistent with the procedure described in Section 2.03(e) to (i) review only the matters that remain in dispute, (ii) make its determination in accordance with the allocation methodology attached requirements of this Section 8.04 , Schedule 8.04 and the Code and (iii) render its written decision as Appendix C promptly as practicable but in no event later than [***] (the “Allocation Methodology”). Within sixty (60[***]) days following after submission to the determination Accounting Firm of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company all matters in accordance with the Allocation Methodology (the “Proposed Tax Allocation”)dispute. Seller shall have sixty (60) days following receipt of and Purchaser agree that the Proposed Tax Allocation Preliminary Allocation, as agreed to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns Purchaser or as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made modified as a result of such adjustments the resolution by the Accounting Firm (the “Allocation”) shall become part final and binding on Seller and Purchaser. Seller and Purchaser shall cause each of such Agreed Allocation. No Party shall their respective Affiliates, (i) to report the U.S. Tax consequences of the transactions contemplated by this Agreement in a manner consistent with the Allocation and (ii) not to take a any position on inconsistent therewith for any Tax Return or otherwise for U.S. Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation (unless required by a change in applicable Tax Law or as a result of the Final Purchase Price, amongst the assets a good faith resolution of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codea contest).

Purchase Price Allocation. The Final Parties acknowledge and agree that the Transaction will be fully taxable for income tax purposes. At least twenty (20) days prior to the Closing Date, Buyer and the Sellers will agree in writing with respect to the preliminary allocation of the Purchase Price to be paid pursuant to Article 3 among the Sellers and their Subsidiaries based on the fair market value of the Acquired Assets to be transferred by each of them. Within ninety (90) days after the Closing Date, Buyer shall deliver to the Sellers an allocation of the Purchase Price to be paid pursuant to the terms of Article 3 (including any other items required by Tax Law shall be allocated Assumed Liabilities (and, if the MITA Closing occurs, the liabilities of PEF) to the extent properly taken into account for income tax purposes) among the Acquired Assets (and, if the MITA Closing occurs, the assets of PEF) and the Group Companies covenants set forth in Article 10 in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of Buyer and the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx Sellers will negotiate cooperate in good faith and attempt for a period of thirty (30) days thereafter to reach an agreement on with respect to the allocation within forty-five (45) days among Allocation. Any disputes regarding the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on resolved by a completed IRS Form 8594 (nationally recognized accounting firm mutually acceptable to Buyer and all other Tax Returns as applicable)the Sellers, the costs of which form shall be timely filed separately borne equally by Buyer on one hand and Seller the Sellers on the other. The Allocation shall be adjusted to reflect any adjustments to the Purchase Price. The Allocation as agreed to by the Parties or as finally determined by such accounting firm shall be referred to as the “Final Allocation.” Buyer and the Sellers agree to report and to cause each of their respective Affiliates to report the transactions contemplated in this Agreement in a manner consistent with the IRS pursuant Final Allocation for all Tax purposes, and none of them will take any position or cause their respective Affiliates to take any position inconsistent therewith in any Tax Return, in any litigation, or otherwise, unless otherwise required by applicable Law. Buyer and the requirements of Section 1060(b) of the Code. Each Party Sellers shall promptly notify the other parties in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Final Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.

Purchase Price Allocation. The Final Seller shall prepare an allocation of the Purchase Price between the Bond and the Securities and the amount allocated to the Securities (and any liabilities deemed assumed and other items required by Tax Law shall be allocated among capitalized costs) amongst the assets of the Group Companies Company in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions provision of state, local or non-U.S. Lawlaw, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation MethodologyAllocation”); provided that the Allocation shall be subject to Exhibit B which sets forth provisions regarding the Allocation with respect to the property, plant and equipment and inventory of the Company. Within sixty Seller shall deliver the Allocation to Purchaser within one hundred twenty (60120) days following after the determination Closing Date for Purchaser’s review, comment, and consent (which shall not be unreasonably withheld, delayed, or conditioned). Purchaser shall comment on the Allocation within fifteen (15) Business Days of receipt thereof. In the Final event the Base Purchase Price is adjusted pursuant to Section 2.32.6 (Purchase Price Adjustment), Buyer shall Seller shall, no later than fifteen (15) Business Days following the Determination Date, prepare and deliver to Seller Purchaser a proposed revised allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology schedule that reflects such adjustments for Purchaser’s review, comment, and consent (the “Proposed Tax Allocation”which shall not be unreasonably withheld, delayed, or conditioned). Purchaser shall comment on the revised allocation within fifteen (15) Business Days of receipt thereof and Purchaser and Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate cooperate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assetsresolve any comments related thereto. If Buyer and Neither Purchaser nor Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation nor any of their respective Affiliates shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on file any Tax Return or otherwise for Tax purposes take any position or agree to take any position in any audit, proceeding or otherwise that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance inconsistent with the CodeAllocation (or if applicable, the revised allocation) unless required to do so by applicable law. Purchaser shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Seller may reasonably request in preparing such Allocation (or if applicable, the revised allocation).

Purchase Price Allocation. The Final Parties hereto agree to allocate the Purchase Price among the Company Group Securities in accordance with Schedule 3.5, which allocation shall be used for all Tax purposes among the Company Group Securities. No later than thirty (30) Business Days following the determination of the Final Adjusted Purchase Price, Purchaser shall allocate the Final Adjusted Purchase Price, the Holdco Note and any other items required by Tax Law shall be allocated assumed liabilities (as determined for U.S. federal income tax purposes), among the tangible and intangible assets of the each Company Group Companies Entities in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (the “Tax Allocation”) and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C shall deliver a written statement to Seller describing such Tax Allocation (the “Tax Allocation MethodologyStatement”). Within sixty If Seller disagrees with any portion of the Tax Allocation Statement, Seller shall notify Purchaser in writing of such disagreement within thirty (6030) days following the determination after delivery by Purchaser to Seller of the Final Purchase Price pursuant Tax Allocation Statement. If Seller notifies Purchaser of its disagreement with any portion of the Tax Allocation Statement, then Purchaser and Seller shall work in good faith to Section 2.3resolve such disagreement and after such resolution, Buyer the agreed upon Tax Allocation shall deliver be considered final and each of Seller and Purchaser and each of their Affiliates shall use such Tax Allocation Statement for U.S. federal income Tax purposes. If Purchaser and Seller are unable to resolve all disagreements within twenty (20) days of Seller a proposed first notifying Purchaser of its disagreement, then Purchaser and Seller may separately determine the allocation of the Final Adjusted Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare use its own separate allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and in filing its Affiliates, provided such allocation is reasonable and in accordance with the Codeown Tax Returns.

Purchase Price Allocation. (a) The Final Unadjusted Purchase Price has been allocated among the Federal Unit Agreement Interests as set forth in Exhibit X. Xxxxxxx and Buyer agree that the Allocated Values shall be used to compute any other items required adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Sellers acknowledge that the Purchase Price (as adjusted by Tax Law the Purchase Price Adjustments) shall be allocated among the assets of the Group Companies in accordance with Assets under Section 1060 of the Code and the Treasury Regulations thereunder (thereunder. Prior to the Closing, Buyer and any similar provisions Sellers will mutually agree regarding allocation of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C Purchase Price (the “Allocation MethodologySchedule”)) and shall prepare their respective Tax Returns with respect to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. Within sixty The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit F and shall be revised to take into account the Purchase Price Adjustments and any payment of Additional Consideration (60exclusive of any imputed interest required under the Code) days following consistent with the determination provisions set forth in this Section 10.01. Neither Buyer nor Sellers shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any Assumed Obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Final Code; provided, however, that nothing contained herein shall prevent Buyer or Sellers from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. Any indemnity payments made by a Party (including for the avoidance of doubt payments made to Sellers of the Exxon Escrow Refund) pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for federal, state and local income tax purposes unless otherwise required by applicable Law. (c) For U.S. federal income Tax purposes (and applicable state and local income Tax purposes to the extent it follows the federal treatment), the Parties shall treat the sale of the Company as a sale governed by Rev. Rul. 99-6, Situation 2, with Sellers treated as selling the Company in a fully taxable transaction to Buyer pursuant to Code Section 2.3741, Buyer shall deliver to Seller a proposed allocation treated as acquiring all of the Final Purchase Price among the assets of the Company in accordance a fully taxable transaction, and the Company treated as terminating and becoming a disregarded entity pursuant to Code Section 708(b)(1)(A). The Parties shall report, act and file Tax Returns in all respects and for all purposes consistent with the Allocation Methodology foregoing treatment and no Party shall take any position (the “Proposed whether in audits, Tax Allocation”). Seller shall have sixty (60Return or otherwise) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance that is inconsistent with the Allocation Methodologyforegoing treatment, and Buyer shall consider any changes proposed in each case, unless required to do so by Seller a change in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS applicable Law or pursuant to the requirements good faith resolution of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened a Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codecontest.

Purchase Price Allocation. The Final Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder Within ninety (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (6090) days following the determination of the Final Purchase Price pursuant to Section 2.3Closing, Buyer Purchaser shall deliver provide to Seller a copy of its proposed allocation of the Final Purchase Price among the assets of GPH Shares and the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faithGTI Shares. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among after Purchaser delivers the assetsproposed allocation, Seller notifies Purchaser in writing of any objection to the proposed allocation (specifying in reasonable detail the nature and basis of such objection in light of the facts then known), Purchaser and Seller shall use commercially reasonable efforts for fifteen (15) days to resolve such dispute; provided that, any item or amount the Seller does not dispute in reasonable detail during Seller’s forty-five (45) review period shall be final, conclusive and binding. If Buyer Purchaser and Seller reach agreement on are able to resolve such dispute, they shall make such revisions to the proposed allocation (the “Agreed Allocation”) within as are necessary to reflect such period, such Agreed Allocation resolution which shall be reflected on a completed IRS Form 8594 final and binding. In the event that Purchaser and Seller are unable to resolve one or more disputed items within fifteen (15) days of Purchaser’s receipt of Seller’s written dispute, the Dispute Auditor shall resolve the disputed items and all other Tax Returns as applicable), which form shall cause the proposed allocation to be corrected and the Dispute Auditor’s findings shall be timely filed separately set forth in a written statement to Seller and Purchaser. Any determination made by Buyer and Seller with the IRS Dispute Auditor pursuant to this Section 6.10 shall be final, non-appealable and binding on the requirements of Section 1060(b) parties hereto, absent manifest error, gross negligence or fraud. The costs, fees and expenses of the CodeDispute Auditor shall be borne equally by Purchaser and Seller. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any Any subsequent adjustments to the Final Purchase Price shall be allocated in accordance a manner consistent with Treasury Regulations Section 1.1060-1(e), and any the prior allocations made as a result of such adjustments shall become part of such Agreed Allocationpursuant to this Section 6.10. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation Each of the Final Purchase Price, amongst the assets of the Group Companies, parties to this Agreement agrees that all relevant Tax Returns or other Tax information they may file or cause to be used by filed with any Governmental Body shall be prepared and filed consistently with such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codeallocations.

Purchase Price Allocation. The Final (i) Prior to the Closing, Sellers and Purchaser shall mutually agree on an allocation of the Closing Purchase Price between assets to be acquired from Sellers that are organized in the U.S., Sellers that are organized in Canada and any other items Sellers, if any, that are organized outside of the U.S. and Canada (the “Initial Allocation”), which allocation shall (1) allocate between fifty-five percent (55%) and sixty-seven percent (67%) percent of the amount by which the Closing Purchase Price exceeds the net book value of current assets acquired by Purchaser from Sellers, to the non-current assets acquired by Purchaser from Sellers that are organized in the U.S, and (2) allocate a portion of the Closing Purchase Price to current assets acquired by Purchaser from Sellers based on the net book value of such current assets (“Initial Allocation Principle”); provided, that, if Sellers and Purchaser are unable to agree on such Initial Allocation at least ten (10) Business Days prior to Closing, then the Initial Allocation shall be resolved by a nationally recognized accounting firm mutually agreed upon by Sellers and Purchaser, and Sellers, on the one hand, and Purchaser, on the other, shall each bear 50% of the costs of such accounting firm. The accounting firm shall resolve such dispute in a manner consistent with the Initial Allocation Principle. (ii) Within thirty (30) days of the Closing, Purchaser shall deliver to Sellers a proposed allocation schedule(s) (the “Asset Allocation Schedule(s)”) allocating the Closing Purchase Price (plus specific allocation of the Assumed Liabilities that are treated as part of the purchase price for income Tax purposes, as applicable) on a dollar basis among Sellers, the Acquired Entities, the Acquired Investments and the remaining Acquired Assets; provided, that, (A) such schedule shall be prepared in a manner consistent with the principles described on Schedule 2.6(c) (unless otherwise required by Tax Law a change in applicable Law), and (B) with respect to the Acquired Assets that were acquired from Sellers that are United States persons within the meaning of Section 7701(a)(30) of the Code, such schedule shall be allocated among the assets of the Group Companies prepared in accordance a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) Code. The parties shall file all Tax Returns in accordance with the allocation methodology attached as Appendix C Asset Allocation Schedule(s) and not take any other action inconsistent therewith unless otherwise required by a final determination of a Tax Authority. (iii) Sellers shall have a period of ten (10) Business Days after the delivery of the Asset Allocation Schedule (the “Allocation MethodologyResponse Period”) to present in writing to Purchaser notice of any objections Sellers may have to the allocations set forth therein (an “Objections Notice”). Within sixty Unless Sellers timely object, such Asset Allocation Schedule shall be binding on the parties without further adjustment, absent manifest error. (60iv) days following If Sellers shall raise any objections within the determination of the Final Purchase Price pursuant to Section 2.3Response Period, Buyer Purchaser and Sellers shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt use their reasonable best efforts to reach agreement resolve such dispute. If the parties fail to agree within fifteen (15) Business Days after the delivery of the Objections Notice, then the dispute shall be resolved by a nationally recognized accounting firm mutually agreed upon by Sellers and Purchaser, and Sellers, on the allocation within forty-five one hand, and Purchaser, on the other, shall each bear fifty percent (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b50%) of the Code. Each Party costs of such accounting firm. (v) The parties shall promptly notify file their Tax Returns consistent with the other upon receipt Initial Allocation and the Asset Allocation Schedule, in each case, as finally determined pursuant to this Section 2.6(c). (vi) For purposes of notice of calculating any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer Transfer Taxes payable by Purchaser (and Seller also shall allocate and report any adjustments to the Final Purchase Price Designated Purchasers) in accordance connection with Treasury Regulations Acquired Assets situated in Canada under Section 1.1060-1(e6.1(a), the Initial Allocation shall include any relevant categories of property necessary to determine the applicable Transfer Taxes and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of provinces in which the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeAcquired Assets are situated.

Purchase Price Allocation. The Final aggregate cash purchase price for the Purchased Assets and for the covenant of Seller not to compete contained in Section 5.07 is as set forth in Schedule 2.03(i) (the "Purchase Price"), payable in cash at the Closing in the manner provided in Section 2.04(b). Purchaser shall reimburse Seller for the amount of all prepaid rent and deposits attributable to the Purchased Assets and the Business as well as the amount of outstanding employee advances (but not loans or advances evidenced by or amounts owed under promissory notes unless the same are transferred and assigned to Purchaser) to any Transferred Employee, all as set forth in Schedule 2.03(ii). The covenant of Seller not to compete contained in Section 5.07 shall be valued at the amount set forth in Schedule 2.03(iii) and the remainder of the Purchase Price is allocable to, and any other items required by Tax Law deemed to be in consideration of, the Purchased Assets. The amount of the Purchase Price shall be allocated by Purchaser among the assets Purchased Assets (together with any Liability of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriateSeller assumed by Purchaser) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60"Allocation") days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed consistent with the asset valuation prepared by Purchaser or its advisors and shall be approved by Seller, which approval shall not be unreasonably withheld. The Allocation shall be conclusive and binding upon Purchaser and Seller for all purposes, and each of Purchaser and Seller agrees that all returns and reports (including IRS Form 8594 8594) and all financial statements shall be prepared in a manner consistent with (and all other Tax Returns as applicable), which form neither Purchaser nor Seller Parties shall be timely filed separately otherwise file a tax return position inconsistent with) the Allocation unless required by Buyer and Seller with the IRS pursuant to or any other applicable Taxing Authority. If such Allocation is disputed by any Governmental Entity, the requirements party receiving notice of Section 1060(b) of the Code. Each Party such dispute shall promptly notify the other upon receipt party hereto of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e)existence thereof, and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance cooperate with the Codeother party in resolving such dispute.

Purchase Price Allocation. The Final Purchase Price Seller and any other items required Buyer shall determine for Tax purposes the amount of, and allocate, the total consideration transferred by Tax Law shall be allocated among the assets of the Group Companies Buyer to Seller pursuant to this Agreement and appropriately capitalized costs in accordance with the fair market value of the Purchased Assets and Assumed Liabilities as provided by Code Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”)thereunder. Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among after the assetsClosing Date, Buyer shall provide to Seller copies of IRS Form 8594 and any required exhibits thereto (the “Allocation Statement”), with Buyer’s proposed allocation of the consideration. Seller shall review the Allocation Statement and, to the extent Seller in good faith disagrees with the content of the Allocation Statement, Seller shall, within thirty (30) days after receipt of the Allocation Statement, provide written notice to Buyer of such disagreement, which notice shall contain specific items of disagreement and reasons therefor. If Seller does not object by written notice within such thirty-day period, Buyer’s Allocation Statement shall be final, binding and conclusive for all purposes hereunder and for all Tax purposes. If Buyer properly expresses a disagreement within the thirty-day period, Seller and Seller reach agreement on Buyer shall attempt in good faith to resolve any such allocation disagreement until the one hundred and fiftieth (150th) day following the Closing Date (the “Agreed AllocationAllocation Date”) within such period). If, such Agreed however, the parties are unable to agree on the Allocation Statement on or prior to the Allocation Date, Buyer and Seller shall be reflected on a completed IRS Form 8594 (file their income Tax Returns and all other Tax Returns and necessary tax forms in such a manner as applicable), which form shall be timely filed separately by Buyer and Seller with to reflect the IRS pursuant to the requirements of Section 1060(b) allocation of the Codeconsideration as determined according to their own Allocation Statements. Each Party In the event that either party’s allocation is disputed by any Taxing Authority, the party receiving notice of such dispute (the “Notice Party”) promptly shall promptly notify the other party and upon receipt request shall from time to time apprise the other party of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result resolution of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codedispute.

Purchase Price Allocation. The Within 30 days following the determination of the Final Purchase Price and any other items required Price, the Buyer shall prepare an allocation of the total consideration paid with respect to the transactions contemplated by Tax Law shall be allocated this Agreement, including liabilities assumed, among the assets of the Group Companies Company (including among the assets of any Subsidiary of the Company that is treated as an entity disregarded as separate from its owner for U.S. federal income tax purposes), in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Interim Allocation MethodologyStatement”). The Buyer shall provide the Seller with the Interim Allocation Statement and permit the Seller to review and comment on such Interim Allocation Statement. Within sixty (60) 30 days following after the determination date of the Final Purchase Price pursuant delivery by the Buyer to Section 2.3the Seller of the proposed Interim Allocation Statement, Buyer the Seller shall deliver written notice to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology Buyer (the “Proposed Tax AllocationSeller Allocation Notice”)) of any proposed changes to such allocations in the Interim Allocation Statement. Should the Seller fail to timely deliver a Seller Allocation Notice to the Buyer, the seller shall be deemed to have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance agreed with the Buyer’s proposed Interim Allocation MethodologyStatement upon the expiration of such 30 day period. Should the Seller timely deliver a Seller Allocation Notice, the Seller and the Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith to resolve any disputed items set forth therein and attempt shall reduce such agreement to reach agreement writing. Should the parties fail to resolve any disputed items within 30 days of timely delivery of a Seller Allocation Notice, the parties shall submit the disagreement to resolution by the Auditor, and the Auditor shall resolve the disputed items in accordance with procedures similar to those set forth in Section 2.4(b). Such allocation, as agreed by the parties or as determined by the Auditor pursuant to this Section 6.7(h) (a “Final Allocation Statement”). The Buyer, the Seller and each of their respective Affiliates shall: (i) prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns (including IRS Form 8594, Asset Acquisition Statement Under Section 1060) on a basis consistent with the allocation within forty-five Final Allocation Statement; (45ii) days among cooperate in the assetsfiling of any forms (including IRS Form 8594) required to be filed with regard to the Final Allocation Statement, including any amendments to such forms required pursuant to any applicable Law or this Agreement; and (iii) take no position, and cause their Affiliates to take no position, inconsistent with the Final Allocation Statement on any applicable Tax Return or in any proceeding before any Taxing Authority or otherwise. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such periodFinal Allocation Statement is disputed by any Taxing Authority, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) party receiving notice of the Code. Each Party dispute shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e)party, and any allocations made as a result of the parties agree (and shall cause their respective Affiliates) to use their reasonable best efforts to defend such adjustments shall become part of such Agreed Allocation. No Party shall take a position on Final Allocation Statement in any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codeproceeding.

Purchase Price Allocation. The Final Purchase Price Except as Acquiror and any Equityholder Representative may otherwise agree in writing or as may be otherwise required pursuant to a final determination within the meaning of Section 1313(a) of the Code or corresponding provisions of state, local, or non-U.S. income Tax Law, within one hundred and twenty (120) days following the Closing, Acquiror shall prepare and shall deliver to the Equityholder Representative an allocation of the Aggregate Transaction Consideration (as adjusted pursuant to this Agreement, and together with all other items required by Tax Law shall to be allocated among the assets of the Group Companies in accordance with Section 1060 of treated as taxable consideration under the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriateRegulations) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company and its Subsidiaries in accordance with the Allocation Methodology methodology set forth on Annex E (the “Proposed Tax Purchase Price Allocation Annex”, and such allocation, the “Purchase Price Allocation”). Seller shall have sixty If within thirty (6030) days following receipt of receiving the Purchase Price Allocation, the Equityholder Representative has not objected to it in writing, the Purchase Price Allocation shall be final and binding, and the parties shall use the Purchase Price Allocation for valuing the assets of the Proposed Company and its Subsidiaries on the date of Closing for all other income Tax purposes, including Sections 704(c), 741 and 751 of the Code. If within thirty (30) days after the delivery of the Purchase Price Allocation, the Equityholder Representative notifies Acquiror that the Equityholder Representative objects to the Purchase Price Allocation, Equityholder Representative and Acquiror shall use commercially reasonable efforts to cooperate in good faith to resolve their differences; provided that, if after thirty (30) days, Equityholder Representative and Acquiror are unable to agree, Equityholder Representative and Acquiror shall retain an arbitrator, to be agreed upon by the parties (the “Arbitrator”), whom they shall instruct to determine the Purchase Price Allocation pursuant to propose the methodologies set forth on the Purchase Price Allocation Annex. The determination of the Arbitrator shall be final and binding on the parties hereto. The cost of the Arbitrator shall be shared equally by Equityholder Representative and Acquiror. The parties hereto agree to (and agree to cause their respective Affiliates to) (i) be bound by the Purchase Price Allocation (as finally determined) for purposes of determining any changes or indicate concurrence therewith Taxes, (ii) report the transactions consummated pursuant to this Agreement in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), Allocation (as finally determined) and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall (iii) not take a position inconsistent with the Purchase Price Allocation (as finally determined) on any applicable Tax Return or otherwise for Tax purposes in any audit, examination or proceeding, unless required to do so by a determination of an applicable Governmental Authority that is contrary final and non-appealable. Acquiror may update or otherwise supplement the Purchase Price Allocation consistent with this Agreement as may be necessary from time to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codetime.

Purchase Price Allocation. The Final (i) No later than 120 days after the Purchase Price and any other items required by Tax Law shall be allocated among the assets is finally determined hereunder pursuant to Section 2.04, Buyer will deliver to Seller a proposed allocation of the Group Companies Purchase Price (as adjusted to take into account any payment pursuant to Section 2.04) and other amounts treated as consideration for federal income (and other applicable) Tax purposes, which allocation will be consistent with the Transaction Tax Treatment and will be prepared in accordance a manner consistent with Section Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Buyer’s Draft Allocation”). If Seller disagrees with Buyer’s Draft Allocation, Seller may, within 30 days after delivery of Buyer’s Draft Allocation, deliver a notice (“Seller’s Allocation Notice”) to Buyer to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation of the Purchase Price (and other relevant amounts). If Seller’s Allocation Notice is delivered to Buyer within such 30 day period, Seller and Buyer will, during the 20 days following such delivery, negotiate in good faith to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts). If Seller and Buyer are unable to reach such agreement within such 20 day period, then the parties will submit Buyer’s Draft Allocation and Seller’s Allocation Notice to the Accounting Firm to resolve all disputed items. Buyer will bear all fees, costs, expenses and other charges payable in connection with the Accounting Firm’s services to resolve such disputes. The allocation of the Purchase Price (and other relevant amounts) as prepared by Buyer (if no Seller’s Allocation Notice has been timely delivered), as adjusted pursuant to any agreement reached by Seller and Buyer, if any, or as determined by the Accounting Firm (the “Purchase Price Allocation”), will be conclusive and binding on all parties. The Purchase Price Allocation will be adjusted, as necessary, to reflect any subsequent payments treated as adjustments to the Purchase Price under this Agreement. (ii) Parent and Buyer will (and will cause their Affiliates (including in the case of Parent, Tax Parent) to) (A) prepare and file all Tax Returns (including the Section 338(h)(10) Forms), in a manner consistent with the Transaction Tax Treatment, the Section 338(h)(10) Election and the Purchase Price Allocation and (B) not take any position inconsistent therewith on any Tax Return, in connection with any Tax Claim, any Tax Proceeding or otherwise, in each case, except to the extent otherwise required by Applicable Law, including pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provisions provision of applicable state, local or non-U.S. Applicable Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.

Purchase Price Allocation. The Final parties hereto agree to allocate the Purchase Price and any (along with all other items required by Tax Law shall be allocated of consideration for tax purposes and including any adjustment thereto) among the Business Sellers and PHR and among the Assets (i) that constitute Class IV assets of the Group Companies and Class V assets (each as defined in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriateCode) in accordance with the allocation Independent Valuation and (ii) that constitute Class VI assets and Class VII assets (each as defined in Section 1060 of the Code), if applicable, all in accordance with the methodology attached set forth on Schedule 2.5. The foregoing clauses (i) and (ii) are referred to as Appendix C (the “Allocation Methodology”. The parties acknowledge and agree that none of the Assets shall constitute Class I Assets, Class II Assets or Class III Assets (each as defined in Section 1060 of the Code). Within sixty (60) No later than 60 days following the determination completion of the Final Purchase Price pursuant to Section 2.3Buyer’s purchase accounting valuation, the Buyer shall deliver to Seller a proposed prepare an allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer which allocation (as finally determined pursuant to this Section 2.5) shall consider any changes proposed by Seller in good faithbe binding upon the parties hereto. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt Any amendment to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and prepared in accordance with the Codeprocedures set forth in this Section 2.5 for the initial allocation. The parties hereto shall report for Tax and other relevant purposes (and shall defend in any Tax Proceeding) the Transactions in a manner consistent with such allocation and any amendment thereto (including the preparation of Internal Revenue Service Form 8594) and not take any position inconsistent therewith. The Sellers shall timely deliver all such documents and other information as the Buyer may reasonably request in order to prepare such allocation or any amendment thereto. If the Sellers dispute an amount on the allocation prepared by the Buyer (the only permissible basis for which being that the allocation was not prepared in accordance with Schedule 2.5), the Sellers shall deliver written notice to the Buyer specifying in reasonable detail the amount in dispute and the basis for such dispute within 30 days following the delivery of the allocation prepared by the Buyer to the Sellers. Any dispute not resolved within 30 days following the Buyer’s receipt of a protest notice from the Sellers regarding the allocation prepared by the Buyer pursuant to this Section 2.5 shall be resolved in accordance with the dispute resolution procedures set forth in Section 2.3.

Purchase Price Allocation. The Final Purchase Price Price, including any adjustments thereto, and any other items required by Tax Law shall applicable amounts, will be allocated among the assets of Purchased Assets and the Group Companies restrictive covenants set forth in Section 4.5 in accordance with Section 1060 of the Code and the Treasury Regulations treasury regulations thereunder (and any similar provisions provision of state, local local, or non-U.S. Lawlaw, as appropriate) as follows (the “Allocation”). (a) Buyer shall deliver a draft of such Allocation to Seller within sixty (60) calendar days after the Closing Date for Seller to comment and review such draft Allocation. In the event Seller does not provide Buyer with comments within thirty (30) calendar days from receipt, such Allocation shall be deemed final by the Parties hereto. In the event that Seller provides comments within such thirty (30) day period, and the Parties hereto cannot agree on a final Allocation schedule within thirty (30) days after Buyer has delivered the allocation schedule to Seller, then the Parties shall jointly retain an mutually-agreeable firm of independent certified public accountants (the “Independent Accountants”) to review the disputed item(s) on the allocation schedule. Buyer and Seller shall cooperate with the Independent Accountants and shall promptly provide such Independent Accountants with such documents and information as may be reasonably requested. The determination by the Independent Accountants of such allocation shall be final and binding on the Parties. The costs and expenses of the Independent Accountants in undertaking such review and determination shall be shared equally by Seller and Buyer and, to the extent required by the Independent Accountants or any Party shall be paid at the time of engagement of the Independent Accountants. (b) Buyer and Seller and their respective Affiliates shall report and file Tax Returns (including, but not limited to IRS Form 8594) in all respects and for all purposes consistent with such allocation, subject to any Purchase Price adjustment under this Agreement. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare such allocation. Neither Buyer, Seller nor any other Party shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable law. All values contained in such allocation shall be consistently reported by the parties hereto and their Affiliates for Tax purposes in accordance with the allocation methodology attached as Appendix C (procedures reflected herein. After Closing, the “Allocation Methodology”). Within sixty (60) days following the determination Parties will make consistent use of the Final Purchase Price pursuant to Section 2.3Allocation for all Tax purposes and in all filings, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance declarations and reports with the Allocation Methodology (the “Proposed Tax Allocation”)IRS and any other applicable Governmental Body in respect thereof. Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx The applicable Parties each will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed file an IRS Form 8594 “Asset Acquisition Statement Under Section 1060” at the time and in the manner as required by Treasury Regulation 1.1060-1 (and all other applicable Tax Returns as applicable), which form shall be timely filed separately required by Buyer and Seller applicable state or local law) consistent with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and the Parties agree not to take any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on inconsistent therewith for any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codepurpose.

Purchase Price Allocation. The Final During the 60 day period following the date of this Agreement, Buyer and Parent shall negotiate in good faith with a view to reaching agreement on a preliminary allocation of the Base Purchase Price and any other items required by Tax Law shall be allocated among the assets Shares of the Group various Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation MethodologyPreliminary Allocation”). Within sixty (60) days following Parent shall furnish Buyer with all information Buyer reasonably requests in connection with the determination negotiation and drafting of the Preliminary Allocation. If Buyer and Parent are unable to reach an agreement on the Preliminary Allocation by the end of such period, Parent and Buyer shall follow reconciliation procedures similar to those described in Section 2.3(c) and, if necessary, shall submit the dispute to the Accounting Firm for resolution not later than 30 days prior to the Closing Date. Not later than 30 days after the Closing Date, Parent shall prepare and deliver to Buyer for its review a schedule that allocates, in a manner consistent with and based upon the Preliminary Allocation, the Estimated Purchase Price among the Shares of the various Companies for all purposes (including Tax and financial accounting purposes) (the “Final Allocation”). The parties agree that any adjustment to the Purchase Price pursuant to Section 2.32.3 shall be reflected through the allocation amount assigned to the Shares of one or more Companies designated in the Preliminary Allocation and need not be allocated among the Shares of all of the Companies, unless otherwise required by applicable Law. If, within 30 days after Parent delivers the Final Allocation to Buyer, Buyer shall deliver does not provide a written objection to Seller a proposed allocation of the Final Purchase Price among Allocation, the assets of Final Allocation shall be considered to have been approved by Buyer. If, within 30 days after Parent delivers the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Final Allocation to propose any changes or indicate concurrence therewith in accordance with Buyer, Buyer provides a written objection to the Allocation MethodologyFinal Allocation, Parent and Buyer shall consider follow reconciliation procedures similar to those described in Section 2.3(c) and, if necessary, shall submit the dispute to the Accounting Firm. Unless required by applicable Law, and notwithstanding any changes proposed provisions to the contrary herein, the parties agree that any adjustment payment made by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt either party pursuant to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation Section 2.3 shall be reflected on a completed IRS Form 8594 (made between Parent and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeBuyer.

Purchase Price Allocation. The Final (a) Prior to the Closing Date, Buyer shall provide to Seller copies of IRS Form 8594 and any required exhibits (the “Purchase Price Allocation”) setting forth Buyer’s proposed allocation of the Purchase Price and any other items required by Tax Law shall be allocated the Assumed Liabilities among the assets of Purchased Assets and the Group Companies Licensed Assets in accordance with Section 1060 of the Code Code. Within 20 days after the receipt of the Purchase Price Allocation, Seller shall propose to Buyer any changes to the Purchase Price Allocation or shall be deemed to have indicated its concurrence therewith. Buyer and Seller shall endeavor in good faith to resolve any differences with respect to the Purchase Price Allocation within 20 days after Buyer’s receipt of notice of objection from Seller. (b) If Seller objects to the Purchase Price Allocation within the period provided in Section 2.5(a) and Buyer and Seller are unable to resolve any differences that, in the aggregate, are material in relation to the Purchase Price, then any remaining disputed matters shall be finally and conclusively determined by an independent accounting firm of recognized national standing selected by Buyer and Seller, which firm shall not be the regular auditing firm of Buyer or Seller. Promptly, but not later than 20 days after its acceptance of its appointment, such accounting firm shall determine (based solely on presentations by Buyer and Seller and not by independent review) only those matters in dispute and shall render a written report as to the disputed matters and the Treasury Regulations thereunder (resulting allocation of the Purchase Price and any similar provisions the Assumed Liabilities, which report shall be conclusive and binding upon the parties. Buyer and Seller shall, subject to the requirements of state, local or non-U.S. Applicable Law, file all Tax Returns and reports consistent with the allocation provided in the Purchase Price Allocation as appropriatedetermined by such accounting firm. The fees and expenses of such accounting firm shall be shared equally by Buyer and Seller. (c) Seller and Buyer agree to act in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price Allocation in any Tax Return, including any forms or reports required to be filed pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation 1060 of the Final Purchase Price among the assets Code or any provisions of the Company any comparable Applicable Law, unless there has been a final “determination,” as defined in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b1313(a) of the Code, in which the allocation is modified. Each Party Buyer and Seller shall cooperate in the preparation of such Tax Returns and file such forms as may be required by Applicable Law. Neither Buyer nor Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other party, except as required by Applicable Law. In the event that the Purchase Price Allocation is disputed by any Governmental Authority, the party receiving notice of the dispute shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price party hereto in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result writing of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer notice and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation resolution of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codedispute.

Purchase Price Allocation. The Final Purchase Price and any other items required by items, including liabilities of the Company that are treated as purchase price for Tax Law purposes (collectively, the “Allocable Purchase Price”) shall be allocated between and among the assets of the Group Companies Company as of the Closing Date in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”)Code. Within sixty one hundred and twenty (60120) days following to the determination of Closing Date, the Final Purchase Price pursuant to Section 2.3, Buyer Seller shall deliver to Seller the Purchaser a proposed properly completed allocation of the Final Allocable Purchase Price among the assets of the Company held as of the Closing Date (the “Allocation Schedule”). The Allocation Schedule shall be deemed final unless the Purchaser notifies the Seller in accordance writing of any disagreement with the Allocation Methodology Schedule within thirty (the “Proposed Tax Allocation”). Seller shall have sixty (6030) days following receipt of such schedule. The Seller and the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, Purchaser shall cooperate reasonably and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt in order to reach agreement on as to the allocation of the Allocable Purchase Price. If the Purchaser and the Seller are unable to agree within forty-five thirty (4530) days among of the assets. If Buyer and receipt by the Seller reach agreement on of such allocation written notice, the parties shall retain a nationally recognized accounting or valuation firm to which the Parties agree (the “Agreed AllocationIndependent Accountants”) within such periodto resolve their dispute (the Allocation Schedule (if Purchaser does not notify the Seller of any disagreement) or the finally determined allocation schedule (if Purchaser does notify the Seller of one or more disagreements and agreement is reached between the Parties or finally determined by the Independent Accountants), such Agreed the “Final Allocation Schedule”). Any cost of the Independent Accountants shall be reflected on a completed IRS Form 8594 (shared equally by the Seller and all other the Purchaser. The applicable Tax Returns shall be prepared in a manner consistent with the Final Allocation Schedule to the extent permitted by applicable Law. The Purchaser and the Seller, as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant give prompt notice to the requirements of Section 1060(b) of Seller or the Code. Each Party shall promptly notify Purchaser, as applicable, the other upon receipt of notice commencement of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report assertion of any adjustments to proposed deficiency or adjustment by any Governmental Entity that challenges the allocation reflected on the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeSchedule.

Purchase Price Allocation. The Final If relevant, the Acquiror and the Sellers shall, and shall cause their respective Affiliates to, consistent with Revenue Ruling 99-6, 1991-1 C.B. 432, treat the sale and purchase of the Units for U.S. federal income tax and applicable state and local Tax purposes (i) in the case of the Sellers, as a sale of partnership interests and (ii) in the case of the Acquiror, as a purchase of the Company’s assets. If the treatment described in the previous sentence is not relevant, the Acquiror and the Sellers shall, and shall cause their respective Affiliates to, treat the sale and purchase of the Units for U.S. federal income tax and applicable state and local Tax purposes as a sale of interests in a partnership. Within ninety (90) days following the Closing Date, the Acquiror shall deliver to the Sellers’ Representative an allocation schedule (the “Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies Allocation”) in accordance with Section 755 of the Code or Section 1060 of the Code Code, as applicable, and the Treasury Regulations thereunder (and any similar provisions of statethereunder, local or non-U.S. Law, as appropriate) setting forth in accordance with reasonable detail the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the Acquiror’s determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price consideration paid to the Sellers for the Units among the assets of the Company in accordance with (and any assets of a subsidiary of the Allocation Methodology Company that is disregarded as an entity separate from the Company) for all purposes (the “Proposed including Tax Allocation”and financial accounting purposes). Seller The Sellers’ Representative will have thirty (30) days to review and make any comments on the Purchase Price Allocation. If the Acquiror accepts all comments requested by the Sellers’ Representative, the Purchase Price Allocation, as so revised, shall have sixty become final and shall be used by all parties hereto as described below. If the Acquiror does not accept the Sellers’ Representative’s comments, the Acquiror and Sellers’ Representative shall consult and attempt to resolve in good faith each such comment not accepted by Acquiror. If all such comments are resolved, the version of the Purchase Price Allocation incorporating the resolutions to such comments shall become final and shall be used by the parties for the purposes described below. If Acquiror and Sellers’ Representative cannot mutually agree on the appropriate allocations within fifteen (6015) days following receipt the Sellers’ Representative’s review period, the Acquiror and the Sellers’ Representative shall utilize their own separate versions of the Proposed Tax Purchase Price Allocation for the purposes described below. The Acquiror and the Sellers each further agree to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodologyfile, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed to cause their respective Affiliates to file, their Income Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (Returns and all other Tax Returns and necessary forms in such a manner as applicable), which form shall be timely filed separately by Buyer and Seller with to reflect the IRS pursuant to the requirements of Section 1060(b) allocation of the Codeconsideration as determined in accordance with this Section 2.08. Each Party In the event that any of the allocations provided on such Purchase Price Allocation are disputed by a Tax Authority, the party receiving notice of such dispute shall promptly use reasonable efforts to notify the other upon receipt party, and the Acquiror and the Sellers shall cooperate in good faith in responding to such challenge to preserve the effectiveness of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare at its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party cost and its Affiliates, provided such allocation is reasonable and in accordance with the Codeexpense.

Purchase Price Allocation. The Final Sellers and Buyer agree that the Purchase Price and any other items required by Tax Law shall be allocated among the Company’s assets (or group of the Group Companies assets) in accordance with the applicable provisions of Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the purchase price allocation methodology attached as Appendix C set forth on Schedule 10.5(h) (the “Allocation MethodologyPurchase Price Allocation”). Within A draft of the Purchase Price Allocation (“Purchase Price Allocation Schedule”) shall be prepared by Sellers and delivered to Buyer within sixty (60) days following the determination of Closing Date. If Buyer notifies Seller in writing that Buyer objects to one or more items reflected in the Final Purchase Price pursuant to Section 2.3Allocation Schedule, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, Sellers and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith to resolve such dispute; provided, however, that if Sellers and attempt Buyer are unable to reach agreement on resolve any dispute with respect to the allocation Purchase Price Allocation Schedule within forty-five ninety (4590) days among following the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such periodClosing Date, such Agreed Allocation dispute shall be reflected on considered a completed IRS Form 8594 (Disputed Item to be resolved by the Arbitrator. Sellers and all Buyer each agree to report, and to cause their respective Affiliates to report, the federal, state, and local income and other Tax Returns as applicable)consequences of the transactions contemplated herein, which form shall be timely filed separately and in particular to report the information required by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Tax Code and to jointly prepare Form 8594 (the Asset Acquisition Statement under Section 1060 of the Tax Code. Each Party shall ) as promptly notify as possible following the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging Closing Date in a manner consistent with the Agreed Allocation. Buyer and Seller also shall allocate and report any Purchase Price Allocation Schedule, as may be revised to take into account subsequent adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst including any adjustments pursuant to the assets Agreement to determine the Purchase Price. Unless there has been a Final Determination (as defined in Section 1313(a) of the Group CompaniesCode) to the contrary, Sellers and Buyer, severally and not jointly, covenant and agree, for all Tax purposes, including all Tax Returns and any Tax controversies, not to be used by such Party take (and its Affiliates, provided such allocation is reasonable and in accordance to cause any Affiliate or successors to their assets or businesses not to take) any position inconsistent with the CodePurchase Price Allocation Schedule (including any revised schedules from and after the date of revision) prepared pursuant to this Section 10.5(h) or any other provision of this Agreement; provided, however, that nothing contained herein shall prevent Buyer or Sellers from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the allocation set forth in the Purchase Price Allocation Schedule, and neither Buyer nor Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the allocation set forth in the Purchase Price Allocation Schedule.

Purchase Price Allocation. The Final Prior to the Closing, Purchaser and Seller shall negotiate in good faith to agree upon an allocation of the Cash Purchase Price Price, the Common Stock Purchase Price, the Subordinated Note Amount, the Bridge Note Amount, the amount drawn under the Bank Credit Agreement and any other items required by Tax Law shall be allocated among the assets liabilities of the Group Companies in accordance with Section 1060 of the Code Company and the Treasury Regulations thereunder its Subsidiaries that for Tax purposes are treated as assumed by Purchaser (and any similar provisions of statecollectively, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation MethodologyTax Purchase Price”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company and its Subsidiaries. If the parties reach an agreement on the allocation of the Tax Purchase Price prior to the Closing, (i) Purchaser shall prepare and deliver to Seller copies of Form 8594 and any required exhibits thereto which are consistent in all respects with such agreed allocation (the “Asset Acquisition Statement”) within 30 days of the date of this Agreement, and revised copies of the Asset Acquisition Statement (the “Revised Statements”) from time to time so as to report any matters on the Asset Acquisition Statement that need updating, (ii) the Tax Purchase Price as finally determined shall be allocated in accordance with the Allocation Methodology Asset Acquisition Statement or, if applicable, the last Revised Statements provided by Purchaser to Seller (each as revised to reflect any reasonable comments received from Seller or the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(eSecurityholders), and any allocations made as a result (iii) all income Tax Returns and reports filed by Purchaser, Seller and each Securityholder shall be prepared consistently with such agreed allocation. If the parties are unable to agree upon an allocation of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any the Tax Return or otherwise for Tax purposes that is contrary Purchase Price prior to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed AllocationClosing, Buyer and Seller will each party may prepare its own allocation of the Final Tax Purchase Price, amongst the assets and there shall be no further obligation of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codeeither party under this Section 1.5.

Purchase Price Allocation. The Final As soon as reasonably practicable after the determination of the Closing Cash Payment Adjustment pursuant to this Article II, but in any event within thirty (30) days thereafter, the Purchaser shall deliver to the Sellers’ Representative a draft allocation of the Purchase Price (and any all other items required by Tax Law shall be allocated capitalizable costs treated as consideration under Treasury Regulation Section 1.1060-1(c)) among the purchased assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions provision of state, local local, or non-U.S. LawUnited States law, as appropriate) in accordance with for purposes of determining the allocation methodology attached as Appendix C United States federal income tax consequences of the transaction (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller The Allocation shall be consistent with the principles of allocation set forth on Section 2.8(b) of the Disclosure Schedules. The Sellers’ Representative shall have sixty the right to review the Allocation and shall notify Purchaser in writing of any objections within twenty (6020) days following after receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with Allocation. The Purchaser and the Allocation Methodology, and Buyer Sellers’ Representative shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate cooperate in good faith and attempt to reach agreement on the allocation disputed items or amounts, if any. If the Purchaser and the Sellers’ Representative are unable to reach an agreement regarding the Allocation, then within forty-five thirty (4530) days among following receipt by the assets. If Buyer and Seller reach agreement on such allocation (Purchaser of the “Agreed Allocation”) within such periodSellers’ Representative’s written objections, such Agreed Allocation any disagreement shall be reflected on a completed IRS Form 8594 resolved by an independent accounting firm (and all other Tax Returns to be selected as applicable), which form provided in Section 2.7 in the event not theretofore selected) whose involvement shall be timely filed separately by Buyer and Seller with the IRS limited solely to disputed items. Any Allocation determined pursuant to the requirements of Section 1060(b) decision of the Codeindependent accounting firm shall incorporate, reflect and be consistent with this Section 2.8. Each Party shall promptly notify The Allocation, as prepared by the other upon receipt of notice of Purchaser if no timely written objection by the Sellers’ Representative has been given, as adjusted pursuant to any pending agreement between the Purchaser and the Sellers’ Representative or threatened Tax audit or assessment challenging as determined by the Agreed Allocation. Buyer independent accounting firm, and Seller also shall allocate and report as adjusted to reflect any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e(as applicable, the “Final Allocation”), shall be final and any allocations made as a result binding on the Parties. Any fees and expenses of such adjustments the independent accounting firm shall become part be borne by the Purchaser and the Sellers using the same method of such Agreed Allocationallocation described in Section 2.7. No Party After the Closing, the Parties shall, and shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocationcause their respective Affiliates to, Buyer and Seller will each prepare its own allocation make consistent use of the Final Allocation, as adjusted to reflect any adjustments to the Purchase Price, amongst for all Tax purposes. The Company, the assets Sellers and the Purchaser shall report, act, and file Tax Returns (including, in the case of the Group CompaniesPurchaser, to be used by such Party Internal Revenue Service Form 8594) in all respects and its Affiliates, provided such allocation is reasonable and in accordance for all purposes consistent with the CodeFinal Allocation. Neither the Company, the Sellers nor the Purchaser shall take any position (whether in audits, Tax Returns, or otherwise) that is inconsistent with such information unless required to do so by applicable Law.

Purchase Price Allocation. The Final Within thirty (30) days of the final determination of the Cash Purchase Price pursuant to Section 1.4, the Buyer shall deliver to Sellers’ Representative an allocation of the Cash Purchase Price (and the relevant liabilities of the Company and Affinity GA and any other items required by Tax Law shall be allocated relevant items) among the assets of the Group Companies Company in accordance with the Sections 338, 1060, 751 and 755 of the Code and the applicable Treasury Regulations thereunder (“Proposed Purchase Price Allocation”). If the Sellers’ Representative disagrees with the Proposed Purchase Price Allocation and provides written notice of such disagreement to the Buyer within thirty (30) days after receipt of such Proposed Purchase Price Allocation, the disagreement, if it cannot be resolved by the parties, shall be submitted, no later than thirty (30) days after the end of such thirty (30)-day period, to the CPA Firm in accordance with the procedure set forth in Section 1.4(d). The allocation agreed upon by the parties or the CPA Firm, or, if no notice of the Sellers’ Representative’s disagreement is provided to the Buyer, the allocation set forth in the Proposed Purchase Price Allocation, shall be the “Purchase Price Allocation.” The parties hereto agree that such amounts will be adjusted in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder as a result of any adjustments to the Purchase Price pursuant to Article II hereof or any other provision of this Agreement (and any similar provisions of statesuch valuation, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation MethodologyAgreed Asset Valuation”). Within sixty (60) days If there is an adjustment to the Purchase Price following the determination of the Final Purchase Price pursuant to Section 2.3Allocation, the Buyer shall deliver prepare a statement setting forth a revised allocation, adjusted to Seller a proposed allocation take into account such adjustment to the Purchase Price (the “Revised Purchase Price Allocation”) and shall submit such Revised Purchase Price Allocation to the Sellers’ Representative within thirty (30) days of the Final occurrence of the event resulting in the adjustment to the Purchase Price. Any dispute or disagreement between the Buyer and the Sellers’ Representative regarding such Revised Purchase Price among the assets of the Company Allocation shall be resolved in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of procedures and timing requirements set forth above regarding the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Purchase Price Allocation. Buyer and Seller also the Sellers shall allocate and report any adjustments to file all Tax Returns consistently with the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), Allocation and shall not take any allocations made as a result position during the course of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return audit or otherwise for Tax purposes other proceeding relating to Taxes that is contrary to inconsistent with the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Purchase Price Allocation, Buyer and Seller will each prepare its own allocation unless required by a final determination of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codean applicable Governmental Entity.

Purchase Price Allocation. The Final Purchase Price and As soon as practicable (but in any other items required by Tax Law event within 90 days) after the Closing, Seller shall be allocated deliver to Buyer a statement (the “Allocation Statement”) allocating the consideration paid pursuant to this Agreement among the assets of the Group Companies Transferred Entities and the certain other assets relating to the ETFs Business in accordance with Section 1060 of the Code and Code, it being understood that amounts allocable to unrealized profit from transferred customer contracts, if any, shall not exceed an amount equal to the Treasury Regulations thereunder (and any similar provisions amount of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within such fees that have accrued sixty (60) days following the determination Closing less allocable expenses, and any excess amounts allocable to such transferred customer contracts shall be classified as “Class VI” or “Class VII” assets. If, within 30 days after the delivery of the Final Purchase Price pursuant to Section 2.3Allocation Statement, Buyer shall deliver notifies Seller in writing that Buyer objects to Seller a proposed the allocation of the Final Purchase Price among the assets of the Company set forth in accordance with the Allocation Methodology Statement, Seller and Buyer shall use commercially reasonable efforts to resolve such dispute within 30 days. In the event that Buyer and Seller are unable to resolve such dispute within 30 days, Buyer and Seller shall jointly cause independent accountants of nationally recognized standing reasonably satisfactory to Buyer and Seller (who shall not have any material relationship with Buyer, Seller or any of their respective Affiliates) (the “Proposed Tax AllocationAccounting Referee”)) promptly to resolve the disputed items. Seller shall have sixty (60) days following receipt Upon resolution of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with disputed items, the allocation reflected on the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation Statement shall be reflected on a completed IRS Form 8594 (adjusted to reflect such resolution. The costs, fees and all other Tax Returns as applicable), which form expenses of the Accounting Referee shall be timely filed separately borne equally by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed AllocationSeller. No Party shall (or shall permit any Affiliate) to take a position on any Tax Return Return, before any Tax Authority or otherwise for in any Tax purposes Proceeding that is contrary in any manner inconsistent with the Allocation Statement, unless specifically required pursuant to a determination by the Agreed Allocation determined hereunderapplicable Taxing Authority. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller The Parties will promptly advise each prepare its own allocation other of the Final Purchase Priceexistence of any Tax audit, amongst the assets of the Group Companies, controversy or litigation related to be used by such Party and its Affiliates, provided such any allocation is reasonable and in accordance with the Codehereunder.

Purchase Price Allocation. Within ninety (90) days following the Closing Date, Buyer shall provide the Sellers’ Representative with a schedule allocating all such amounts as provided herein (the “Allocation Schedule”), for the Sellers’ Representative’s review and comment. The Final Purchase Price and any other items required by Tax Law Allocation Schedule shall be allocated among the assets of the Group Companies prepared in accordance with Section Sections 755 and 1060 of the Code and the applicable Treasury Regulations thereunder promulgated thereunder. If the Sellers’ Representative accepts the Allocation Schedule delivered by Buyer to the Sellers’ Representative in writing, or if the Sellers’ Representative fails to give written notice to Buyer of any objection within thirty (30) days after delivery of the Allocation Schedule, the Allocation Schedule shall become final and binding on the Parties. In the event that the Sellers’ Representative notifies Buyer in writing of any similar provisions objection to the Allocation Schedule, Buyer and the Sellers’ Representative shall attempt in good faith to resolve their differences with respect to the Allocation Schedule. If Buyer and the Sellers’ Representative, however, are unable to resolve their differences within fifteen (15) days after Buyer’s receipt of statethe Sellers’ Representative’s objections to the Allocation Schedule, local or non-U.S. LawBuyer and the Sellers’ Representative shall submit any disputed items to the Independent Auditors for a resolution of the dispute, as appropriate) in accordance with the allocation methodology attached Independent Auditors acting as Appendix C (the “Allocation Methodology”)an expert and not as an arbitrator. Within sixty (60) days following the determination The decision of the Final Purchase Price Independent Auditors shall be final and binding on the Sellers and Buyer absent manifest error. The fees and expenses of the Independent Auditors shall be shared equally by Buyer, on one hand, and the Sellers, on the other. Buyer and the Sellers’ Representative shall, to the extent necessary, work together in good faith to revise the Allocation Schedule to reflect any post-Closing payment made pursuant to or in connection with this Agreement (including for the avoidance of doubt, any payments made pursuant to Section 2.32.06 and any indemnity payments pursuant to Article XI). Except as the parties may otherwise agree or as may be required otherwise pursuant to applicable Law, Buyer the parties will, and will cause each of their respective Affiliates to, prepare and file all Tax Returns, including but not limited to IRS Form 8594, in a manner consistent with the final Allocation Schedule and will not take any position for Tax purposes, whether in a Tax audit or other Tax proceeding, that is inconsistent with the final Allocation Schedule, unless required by applicable Law; provided, that this Section 10.2(g) shall deliver not prevent Buyer, Sellers or any of their Affiliates from settling, or requiring any of them to Seller litigate, a proposed deficiency, adjustment, suit or other proceeding by any Taxing Authority with respect to the Allocation Schedule, as finally determined pursuant to this Section 10.2(g). Buyer and Sellers’ Representative shall promptly inform one another in writing of any challenge by any Taxing Authority to any allocation of the Final Purchase Price among the assets of the Company made in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation MethodologySchedule, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS finally determined pursuant to the requirements of this Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e10.2(g), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.

Purchase Price Allocation. The Final In connection with a 338(h)(10) Election, Purchaser and the Sellers agree that the Purchase Price and any the liabilities of the Company (plus other relevant items required by for Income Tax Law purposes) shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code Company for all purposes (including Tax and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriatefinancial accounting purposes) in accordance with the methodology provided on the allocation methodology schedule attached hereto as Appendix C Exhibit F (the “Allocation MethodologySchedule”). Within sixty (60) days following The Purchaser and the determination Sellers acknowledge and agree that the Allocation Schedule has been prepared in accordance with Code Sections 338 and 1060, as applicable, and the Treasury Regulations promulgated thereunder. Each of the Final Purchase Price pursuant to Section 2.3Company, Buyer the Sellers and the Purchaser shall deliver to Seller file all relevant Tax Returns in a proposed manner that reflects an allocation of the Final Purchase Price among and other items of consideration under the assets of the Company Code and Treasury Regulations promulgated thereunder in accordance with the Allocation Methodology Schedule. The Company, the Sellers and the Purchaser agree (i) to prepare and timely file all Tax Returns, including, but not limited to IRS Form 8883, (and all supplements thereto) in a manner consistent with the “Proposed Allocation Schedule and (ii) in the course of any examination, audit or other Legal Proceeding with respect to any Tax Allocation”)Return or Tax, will take no position, and cause its Affiliates to take no position, inconsistent with the Allocation Schedule for Tax purposes, unless required by applicable Law. Seller shall have sixty (60) days following receipt of The parties will revise the Proposed Tax Allocation to propose any changes or indicate concurrence therewith Schedule in accordance with the principles and methodologies set forth in the Allocation MethodologySchedule to the extent necessary to reflect any post-Closing payment or adjustment made pursuant to or in connection with this Agreement. The parties will not otherwise revise the Allocation Schedule for Tax purposes, and Buyer shall consider any changes proposed unless required by Seller in good faithapplicable Law. If Xxxxxx does not concur the Sellers’ Representative or the Purchaser becomes aware that the IRS proposes to adjust the allocation of the Purchase Price in a manner inconsistent with the Proposed Tax AllocationAllocation Schedule, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation it shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly reasonably notify the other upon receipt party promptly in writing. In accordance with Section 6.14, the Sellers’ Representative and the Purchaser shall reasonably cooperate with one another with a view to sustaining the allocation of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance a manner consistent with Treasury Regulations Section 1.1060-1(e)the Allocation Schedule; provided, and any allocations made as further, in the event of a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary proposed IRS adjustment to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach Schedule during an Agreed Allocation, Buyer and Seller will each prepare its own allocation audit of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and Purchaser or its Affiliates, provided at the written request of the Sellers’ Representative, the Sellers’ Representative shall provide the Purchaser with additional supporting information for the Allocation Schedule (e.g., a third-party valuation report or appraisal) and the Purchaser shall utilize such allocation is reasonable additional information and in accordance with reasonably defend the CodeAllocation Schedule or specific items therein.

Purchase Price Allocation. The Final For U.S. federal and applicable state and local Tax purposes, Purchaser, Seller, the New Seller Subsidiary and each of their respective Affiliates agrees to that the Tax Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies Company (and each applicable Subsidiary of the Company) in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions methodology set forth on Section 5.07(k) of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C Seller Disclosure Letter (the “Tax Purchase Price Allocation Methodology”). Within sixty (60) 120 days following the determination of the Final Purchase Price pursuant to Section 2.3Closing, Buyer Purchaser shall deliver to Seller prepare a proposed draft of an allocation of the Final Tax Purchase Price among the assets of the Company and each applicable Subsidiary of the Company (such allocation, as finally determined pursuant to this Section 5.07(k), the “Tax Purchase Price Allocation”) and provide such draft of the Tax Purchase Price Allocation to Seller for its review and approval. If, within 30 days after Selxxx’x receipt of the draft Tax Purchase Price Allocation, Selxxx xxs not objected in writing to such draft Tax Purchase Price Allocation, it shall become final. In the event that Selxxx xxjects in writing to the draft Tax Purchase Price Allocation, Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller are unable to resolve such dispute within 30 days after the commencement of such good faith negotiations, such dispute shall be resolved promptly by the Accounting Firm in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Purchase Price Allocation Methodology, and Buyer each of Purchaser and Seller shall consider bear 50% of the cost of the Accounting Firm. The determination made by the Accounting Firm shall be final and binding on Purchaser, Seller and their respective Affiliates. Purchaser, Seller, the New Seller Subsidiary and each of their respective Affiliates shall file all applicable Tax Returns in a manner consistent with the Tax Purchase Price Allocation, as finally determined pursuant to the procedures set forth in this Section 5.07(k), and shall not take a position on any changes proposed by Seller applicable Tax Return or any other position for applicable Tax purposes that is inconsistent with Tax Purchase Price Allocation, unless otherwise required in connection with a determination within the meaning of Section 1313 of the Code (or analogous state or local Tax Law). The parties hereto shall, in good faith, make adjustments to the Tax Purchase Price Allocation as necessary to account for any adjustments to the Tax Purchase Price, including for the avoidance of doubt for any amounts paid pursuant to Section 5.07(c), Section 5.07(l) or Section 8.03. If Xxxxxx does not concur with In the Proposed event that any Taxing Authority disputes the Tax Purchase Price Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on Seller or Purchaser, as the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such periodcase may be, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt parties in writing of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result nature of such adjustments dispute. For the avoidance of doubt, this Section 5.07 shall become part not restrict Purchaser’s or Seller’s (or any of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own their respective Affiliate’s) allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codepurchase price for financial accounting or other non-Tax purposes.

Purchase Price Allocation. The Final (i) Within ninety (90) days following the Closing, Purchaser shall prepare and deliver to the Seller Representative a draft schedule allocating the Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions liabilities considered assumed by Purchaser treated as purchase consideration for Tax purposes) among the Assets of state, local or non-U.S. Law, the Company treated as appropriate) acquired by Purchaser from the Sellers in accordance with the allocation methodology attached as Appendix C Intended Tax Treatment and the restrictive covenants set forth in Section 7.5, for the purposes of determining the Tax consequences of the transactions contemplated by this Agreement (the “Asset Allocation MethodologySchedule” and collectively with the Membership Interest Allocation, the “Purchase Price Allocation Schedule”). Within sixty For the avoidance of doubt, the Asset Allocation Schedule shall be prepared in a manner consistent with the Membership Interest Allocation. Purchaser shall revise the draft Purchase Price Allocation Schedule as necessary to reflect adjustments to the Purchase Price required by this Agreement, which Purchaser shall deliver to the Seller Representative within thirty (6030) days following the determination date of such adjustment. If the Final Seller Representative disagrees with the Purchase Price pursuant to Section 2.3Allocation Schedule delivered by Purchaser (including any revisions thereto), Buyer shall deliver to the Seller a proposed allocation Representative may, within thirty (30) days after delivery of the Final such Purchase Price among Allocation Schedule (or any revision thereto), deliver a written notice to Purchaser to such effect, specifying those items as to which the assets of Seller Representative disagrees and setting forth the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes Representative’s proposed by Seller in good faithallocation. If Xxxxxx does not concur with the Proposed Tax AllocationSeller Representative fails to timely and duly deliver such notice of disagreement, Xxxxxx then the Purchase Price Allocation Schedule shall be final and Xxxxx will binding on the Parties. If the Seller Representative timely and duly delivers such notice of disagreement, then Purchaser and the Seller Representative shall negotiate in good faith and attempt to reach agreement on the disputed items or amounts and the allocation within forty-five to the extent so agreed shall be the final Purchase Price Allocation Schedule. (45ii) days among If Purchaser and the assetsSeller Representative agree on a final Purchase Price Allocation Schedule, Purchaser and the Sellers shall file all Tax Returns and prepare all Tax books, records and filings in a manner consistent with the Purchase Price Allocation Schedule (as finalized), and will not take any position contrary thereto unless otherwise required by a Final Determination. The Parties shall revise their Tax Returns and all Tax books, records and filings as necessary to reflect such revised Purchase Price Allocation Schedule. If Buyer and Seller reach agreement on such allocation any Governmental Body disputes the Tax treatment pertaining to the Purchase Price Allocation Schedule (or any revision to the “Agreed Allocation”) within such period, such Agreed Purchase Price Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicableSchedule), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) Party receiving notice of the Code. Each Party dispute shall promptly notify the other upon receipt Party of notice such dispute and the Parties shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), Allocation Schedule. (iii) If Purchaser and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do Representative cannot reach an Agreed Allocationagreement on a final Purchase Price Allocation Schedule, Buyer each of Purchaser on the one hand and Seller will the Sellers on the other hand shall be entitled to file all Tax Returns and prepare all Tax books, records and filings reflecting their own determination of how the Purchase Price Allocation Schedule should have been prepared, as calculated by each prepare party in its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codecomplete discretion.

Purchase Price Allocation. The Final Buyer shall provide to Sellers a statement (the “Allocation”) allocating the Purchase Price and any other items required by that are treated as additional consideration for Tax Law shall be allocated purposes among the assets of Assets, as if all the Group Companies Assets were acquired in taxable transactions, in accordance with section 1060 of the Code, the Treasury Regulations promulgated thereunder and consistent with the methodology in Schedule 7.06(c) within ninety (90) days after the Closing Date. Such allocation shall become conclusive and binding on the Parties fifteen (15) days after timely delivery by Buyer unless Sellers object in writing to the Allocation. If Sellers object, the Parties shall use commercially reasonable efforts to resolve any disputes within fifteen (15) days after Buyer’s receipt of written notice of Sellers’ objection. Any unresolved disputes shall be submitted to the Referee or an accounting firm selected pursuant to the procedures in Section 2.06(d) (the “Accounting Firm”). The resolution of the dispute by the Accounting Firm shall be conclusive and binding on all Parties and the Allocation shall be updated to reflect such resolution. Sellers and Buyer shall use commercially reasonable efforts to update the Allocation in a manner consistent with section 1060 of the Code and the Treasury Regulations thereunder (methodology in Schedule 7.06(c) following any adjustment to the Purchase Price pursuant to this Agreement. Buyer agrees to reasonably cooperate with Sellers to identify and any similar provisions allocate the Assets between the Assets acquired for cash and the Assets acquired for the Class D-1 Units in a manner that is most tax-efficient to Sellers and not disproportionately adverse to Buyer or Buyer’s members, and to report consistent therewith For the avoidance of statedoubt, local or non-U.S. Lawthe Parties shall cooperate in determining the portion of the Purchase Price allocable to the Assets that are subject to a Transfer Tax prior to the due date of the Tax Return required to be filed in connection with such Transfer Taxes; provided, as appropriate) that if the Parties do not agree with respect to such determination, such matter shall be resolved in accordance with the allocation methodology attached as Appendix C (process outlined in this Section 7.06(c); provided, further, that in the “Allocation Methodology”). Within sixty (60) days following event of a dispute with respect to such a determination that is not resolved prior to the determination due date of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed applicable Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such periodReturn, such Agreed Allocation Tax Return shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately utilizing an allocation determined by Buyer and Seller with such Tax Return shall be amended if the IRS Allocation is subsequently adjusted pursuant to the requirements of Section 1060(bprocedures described above. Sellers and Buyer shall, and shall cause their Affiliates to, report consistently with the Allocation, as adjusted, in all Tax Returns, including IRS Form 8594, which Buyer and Sellers shall file with the Internal Revenue Service or any other Governmental Authority and neither Sellers nor Buyer shall take any position in any such Tax Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final “determination” as defined in section 1313(a) of the Code. Each Party shall Sellers and Buyer agree to promptly notify advise each other regarding the other upon receipt of notice existence of any pending tax audit, controversy or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments litigation related to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.

Purchase Price Allocation. The Final Within thirty (30) days of the Closing Date, Seller shall provide the Purchaser Representative with a statement that allocates (the “Purchase Price and Allocation”) the Closing Consideration (any other items amounts required by Tax Law shall to be allocated taken into account for U.S. federal income tax purposes) among the appropriate assets of the Group Companies Seller in accordance with the applicable Law. The Purchaser Representative shall have the right to raise reasonable objections to any portion of the initial Purchase Price Allocation within thirty (30) days after its receipt thereof from Seller by delivering written notice to Seller setting forth in reasonable detail its objections to the initial Purchase Price Allocation and the reasons therefor. Unless the Purchaser Representative raises objections in accordance with the preceding sentence, the Purchaser Representative shall be deemed to have agreed to the initial Purchase Price Allocation as prepared by Seller. The Purchaser Representative and Seller shall attempt to resolve any objections raised by the Purchaser Representative within such thirty (30)-day period. To the extent the Parties agree on the Purchase Price Allocation, the Parties shall prepare and file all Tax Returns in a manner consistent with the Purchase Price Allocation and shall not take any position on any ‎Tax Return or in the course of any Tax ‎audit, review, litigation, or other proceeding inconsistent with the Purchase Price Allocation, unless otherwise required by ‎a final “determination” within the meaning of Section 1060 1313 of the Code and the Treasury Regulations thereunder (and or any similar provisions or corresponding provision of state, local local, or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final or a revised Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of Allocation as mutually agreed by the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeParties.

Purchase Price Allocation. (i) The Final Purchaser and the Seller agree to allocate for all Tax purposes the Purchase Price (taking into account any adjustments under Section 5.05(f)), of the Transferred Assets and the stock of the Purchased Companies, the amount of the liabilities of the Purchased Companies that are liabilities for income tax purposes and any other relevant items required by Tax Law shall be allocated among the assets Transferred Assets and the stock of the Group Purchased Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (the “Asset Allocation”). (ii) The Purchaser shall deliver a draft of the Asset Allocation (the “Proposed Asset Allocation”) to the Seller for its consent, which consent shall not be unreasonably withheld, delayed or conditioned, no later than 90 days after the Closing Date. Except as provided in subparagraphs (j) and (k) of this Section 5.05, at the close of business on the 30th day after delivery of the Proposed Asset Allocation, the Proposed Asset Allocation shall become binding upon the Purchaser and the Seller and shall be the Asset Allocation. (iii) The Seller shall raise any similar provisions objection to the Proposed Asset Allocation in writing within 30 days of statethe delivery of the Proposed Asset Allocation. The Purchaser and the Seller shall negotiate in good faith to resolve any differences for 30 days after delivery of any objection by the Seller. If the Purchaser and the Seller reach written agreement amending the Proposed Asset Allocation, local or non-U.S. Lawthe Proposed Asset Allocation, as appropriateso amended, shall become binding upon Purchaser and Seller and shall be the Asset Allocation. (iv) If the Purchaser and the Seller cannot agree on the appropriate allocation within the 30-day period set forth in accordance with subparagraph (j) above, then all remaining disputed items shall be submitted for resolution by an Accounting Firm mutually selected by the allocation methodology attached as Appendix C Purchaser and the Seller (the “Allocation MethodologyAccounting Firm”). Within sixty (60) The Allocation Accounting Firm shall make a final determination as to the disputed items within 30 days following after such submission. Such determination shall be final, binding and conclusive on the determination Purchaser and the Seller and shall be the Asset Allocation. The fees and expenses of the Final Purchase Price pursuant to Section 2.3, Buyer Allocation Accounting Firm shall deliver to Seller a proposed allocation of be shared equally between the Final Purchase Price among Purchaser and the assets of the Company in accordance with the Allocation Methodology Seller. (the “Proposed Tax Allocation”). Seller shall have sixty (60v) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed The Asset Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant amended to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report reflect any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e)under this Agreement. Except as required by applicable law, the Purchaser and the Seller shall, and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any cause their affiliates to, file all Tax Return or otherwise for Tax purposes that is contrary to returns consistent with the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Asset Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.as so amended. SECTION 5.06. [INTENTIONALLY OMITTED]

Purchase Price Allocation. The Final Purchase Price pursuant to Section 2.04 shall be payable as follows: (i) a portion of the Purchase Price shall be paid with respect to Transferred Assets relating to the PR Business, (ii) a portion of the Purchase Price shall be paid with respect to blu Brand Business, and any other items required by Tax Law (iii) the remainder of the Purchase Price shall be paid with respect to the remaining Transferred Assets, which, for clarity, relates to the Acquired Tobacco Cigarette Brands and related operating assets. Consistent with the foregoing allocation of Purchase Price, the respective portions of the Purchase Price will be allocated among the assets of the Group Companies Transferred Assets for all U.S. Tax purposes in accordance with Section 1060 1060(a) of the Code Code. The Acquiror will deliver a draft Purchase Price allocation schedule (the “Allocation”) and draft IRS Forms 8594 consistent with the Allocation to RAI within 180 days after the Closing Date for RAI’s review, which Allocation shall be binding on the Acquiror, any applicable Affiliate of the Acquiror and the Treasury Regulations thereunder Sellers if RAI does not object to the Allocation within 30 days after receiving the Allocation. If RAI notifies the Acquiror in writing within 30 days after receiving the Allocation that RAI objects to one or more items reflected in the Allocation (the “Objections Notice”), the Acquiror and RAI will negotiate in good faith to resolve such dispute. If the Acquiror and RAI fail to agree within 15 days after the delivery of the Objections Notice, then they shall mutually agree upon a firm of independent nationally recognized accountants, and, if the Acquiror and RAI cannot mutually agree on a firm, then each of the Acquiror and RAI shall nominate a firm of independent nationally recognized accountants, and such two firms shall in turn choose a firm of independent nationally recognized accountants (as finally determined, the “Accounting Referee”), and the disputed items shall be resolved by the Accounting Referee, whose determination shall be final and binding on all Parties. The Accounting Referee shall resolve the dispute within 30 days after the item has been referred to it. The costs, fees and expenses of the Accounting Referee shall be borne 50% by RAI and 50% by the Acquiror. The Acquiror, any similar provisions applicable Affiliate of statethe Acquiror and the Sellers shall file all U.S. Tax Returns (if required, local or non-U.S. Law, as appropriateincluding Form 8594) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax agreed Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer unless otherwise required by law shall consider not take any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed position inconsistent therewith for any U.S. Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codepurpose.

Purchase Price Allocation. The Final Purchase Price For tax purposes only, prior to the Closing Date, Seller and any other items required by Tax Law Purchaser shall be allocated agree in good faith upon an allocation of the purchase price (including the Assumed Liabilities) among the assets of the Group Companies Purchased Assets in accordance with Section 1060 of the Code and, in accordance with such allocation, Purchaser shall prepare and the Treasury Regulations thereunder (deliver to Seller copies of Form 8594 and any similar provisions required exhibits thereto (the “Asset Acquisition Statement”). The parties agree that no portion of statethe purchase price shall be allocated to the covenant contained in Section 8.12. Purchaser shall prepare and deliver to Seller from time to time revised copies of the Asset Acquisition Statement (the “Revised Statements”) so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, local if any) consistent with the agreed upon allocation. To the extent that Seller disagrees with Purchaser’s allocation in the Asset Acquisition Statement or non-U.S. Lawthe Revised Statements, as appropriate) Seller and Purchaser shall work in good faith to resolve any such disagreements. If Purchaser and Seller cannot reach a final resolution of the matter, Purchaser and Seller will jointly retain an independent financial expert to resolve any remaining disagreements, the cost of which shall be borne equally by the parties. The purchase price for the Purchased Assets shall be allocated in accordance with the allocation methodology attached as Appendix C (Asset Acquisition Statement or, if applicable, the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant last Revised Statements, provided by Purchaser to Section 2.3Seller, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed and all income Tax Allocation”). Returns and reports filed by Purchaser and Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance be prepared consistently with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codeallocation.

Purchase Price Allocation. The Final Purchase Price Buyer and the Seller agree that the purchase of the Interests shall be treated as an asset purchase for federal income Tax purposes and for Tax purposes of any other items required by Tax jurisdiction when Applicable Law shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”)so provides. Within Not later than sixty (60) days following the determination of Closing Date, the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver prepare or cause to be prepared and shall provide to the Seller a proposed allocation of statement (the Final Purchase Price “Allocation Statement”) allocating among the assets Assets of the Company the Purchase Price (including, without limitation, all Liabilities of the Company assumed by Buyer hereunder) for the Assets of the Company as set forth in this Agreement. Such statement shall be prepared in accordance with the provisions of Section 1060 of the Code and Treasury Regulations thereunder. Within ten (10) days after the receipt of such Allocation Methodology Statement, the Seller will propose to the Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the “Proposed Tax Allocation”event that no such changes are proposed in writing to the Buyer within such time period, the Seller will be deemed to have agreed to, and accepted, the Allocation Statement). The Buyer and the Seller shall have sixty will attempt in good faith to resolve any differences with respect to the Allocation Statement, in accordance with requirements of Section 1060 of the Code, within fifteen (6015) days following after the Buyer’s receipt of a timely written notice of objection from the Proposed Tax Allocation Seller. If the Buyer and the Seller are unable to propose resolve such differences within such time period, the Outside Accountants will be selected in the manner provided in Section 2.4(c)(ii) hereof and any changes or indicate concurrence therewith remaining disputed matters will be submitted to the Outside Accountants for resolution, in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) 1060 of the Code. Each Party Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Outside Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Purchase Price (together with any Liabilities of the Company assumed by the Buyer), which report shall promptly notify be conclusive and binding upon the other upon receipt parties. The fees and expenses of notice the Outside Accountants in respect of any pending or threatened Tax audit or assessment challenging such report shall be paid one-half by the Agreed Allocation. Buyer and one-half by the Seller. The Buyer and the Seller also shall allocate and report any adjustments each file or cause to be filed IRS Form 8594 for its taxable year that includes the Final Purchase Price Closing Date in accordance a manner consistent with Treasury Regulations Section 1.1060-1(e)the allocation set forth on the Allocation Statement as so finalized, and (except as set forth below relating to a revised Allocation Statement) shall not take any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for in the course of any Tax purposes audit, review, or litigation inconsistent with the allocation provided in the Allocation Statement. In the event that any adjustment is contrary required to be made to the Agreed Allocation determined hereunderStatement as a result of the payment of any additional purchase price for the Assets of the Company or otherwise, the Buyer shall prepare or cause to be prepared, and shall provide to the Seller, a revised Allocation Statement reflecting such adjustment. If Such revised Allocation Statement shall be subject to review and resolution of timely raised disputes in the same manner as the initial Allocation Statement. Each of the Buyer and the Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, shall file or cause to be used filed a revised IRS Form 8594 reflecting such adjustment as so finalized for its taxable year that includes the event or events giving rise to such adjustment, and (except as required by such Party and its Affiliatesfuture revised Allocation Statements) shall not take any position on any Tax Return or in the course of any Tax audit, provided such allocation is reasonable and in accordance review, or litigation inconsistent with the Codeallocation provided in the revised Allocation Statement.

Purchase Price Allocation. The Final No later than ninety (90) days after the Closing Date, Purchaser shall deliver to the Equityholders an allocation of the U. S. Steel Call Option Purchase Price (and any relevant Liabilities of the Group Companies attributable to the Purchased Interests under Section 752 of the Code and all other items required by Tax Law shall be allocated relevant items) as of the Closing Date among the portion of the assets of the Group Companies attributable to the Purchased Interests as determined in accordance with Section 1060 755 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Purchase Price Allocation”) for the Equityholders’ review. The Equityholders shall have an opportunity to review the proposed Purchase Price Allocation Methodologyfor a period of twenty (20) days after receipt of the proposed Purchase Price Allocation. If the Equityholders disagree with any aspect of the proposed Purchase Price Allocation, the Equityholders shall notify Purchaser in writing prior to the end of such 20-day period (an “Allocation Objection Notice”), setting forth the Equityholders’ proposed Purchase Price Allocation and specifying, in reasonable detail, any dispute as to Purchaser’s proposed Purchase Price Allocation. Within sixty If the Allocation Objection Notice is duly delivered, Purchaser and the Equityholders shall, during the twenty (6020) days following the determination of the Final Purchase Price pursuant such delivery, use commercially reasonable efforts to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to jointly reach agreement on the allocation within forty-five (45) days among disputed items or amounts in order to determine the assetsPurchase Price Allocation. If Buyer Purchaser and Seller reach agreement on the Equityholders have not resolved all objections and agreed upon a final Purchase Price Allocation after such allocation (20-day period ends, Purchaser and the “Agreed Allocation”) within Equityholders shall engage an independent accounting firm mutually agreed upon by Purchaser and the Equityholders to resolve any outstanding disputes, and such period, such Agreed Allocation resolution shall be reflected on a completed IRS Form 8594 (final, conclusive and all other Tax Returns as applicable), which form binding upon each of the Parties. The fees and disbursements of the independent accounting firm shall be timely filed separately shared equally by Buyer Purchaser, on the one hand, and Seller with the IRS Equityholders, on the other hand. Any Purchase Price Allocation prepared by Purchaser if no Allocation Objection Notice has been given or as adjusted pursuant to any agreement between Purchaser and the requirements Equityholders or by the independent accounting firm shall be conclusive and binding on the Parties, and none of Section 1060(b) Purchaser, the Equityholders or any of the Code. Each Party their respective Affiliates shall promptly notify the other upon receipt of notice of take any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final position inconsistent with such Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position Allocation on any Tax Return or otherwise for in any Tax purposes that is contrary Proceeding, in each case, except to the Agreed extent otherwise required pursuant to a change in applicable Law or pursuant to the good faith resolution of any Tax Proceeding. In the event of an adjustment to the Purchase Price pursuant to the terms of this Agreement, the Equityholders and Purchaser agree to adjust the Purchase Price Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, in a reasonable manner to be used by reflect such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codeadjustment.

Purchase Price Allocation. The Final Purchase Price and any other items required by Tax Law shall be allocated among the assets Within twenty (20) Business Days of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price US/NL Adjustment Report pursuant to Section 2.31.4, Buyer Omega shall deliver to Seller Parent a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology schedule (the “Proposed Tax Purchase Price Allocation”)) that reasonably allocates the aggregate consideration for the US Purchased Equity Interests and the NL Purchased Equity Interests as determined pursuant to Section 1.2(a) (including by taking into account the US/NL Adjustment Amount determined pursuant to Section 1.4) between the US Purchased Equity Interests and the NL Purchased Equity Interests; provided that, notwithstanding anything to the contrary set forth herein, the amount allocated to the NL Purchased Equity Interests as set forth in the Purchase Price Allocation shall consist solely of all or a portion of the consideration represented by the US/NL Equity Consideration Shares, any increase or decrease in the amount allocated to the NL Purchased Equity Interests to account for any portion of any payment made or received pursuant to Section 1.4(c)(i) that is attributable to adjustments with respect to the NL Company and its Subsidiaries, and any Final EUA Payments received by Omega pursuant to Section 4.22. Seller Parent shall have sixty a period of twenty (6020) days Business Days following receipt of the Proposed Tax Purchase Price Allocation to propose present in writing any changes or indicate concurrence therewith in accordance with objections Parent may have to the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faithPurchase Price Allocation. If Xxxxxx does not concur with no written notice of any objections to the Proposed Tax AllocationPurchase Price Allocation is received by Omega from Parent prior to the expiration of such review period, Xxxxxx the Purchase Price Allocation prepared by Omega shall be final, conclusive and Xxxxx will negotiate binding upon the Parties. Parent and Omega shall act in good faith to resolve any such dispute. In the event Parent and attempt Omega are unable to reach agreement on resolve any such disputes within twenty (20) Business Days of the allocation within forty-five date of Omega’s receipt of the written dispute notice from Parent (45) days among the assets. If Buyer or such longer period as Parent and Seller reach agreement on Omega otherwise agree in writing (email being sufficient for such allocation (the “Agreed Allocation”) within such periodpurposes)), such Agreed Allocation any amounts remaining in dispute shall be reflected on a completed IRS Form 8594 (submitted for resolution to the Accounting Firm, who shall resolve any such disputes. The Accounting Firm shall allocate its fees, costs and expenses equally between Parent and Omega. Omega, Parent and each of their Affiliates shall file all other U.S. federal, state, local and non-U.S. Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller consistent with the IRS Purchase Price Allocation, as finally determined pursuant to the requirements of this Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code1.6.

Purchase Price Allocation. The Buyer, the Company, and each Selling Party agree that the Final Purchase Price and any other items required by Tax Law plus the Liabilities of the Company shall be allocated among the assets of the Group Companies Company in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions provision of state, local or non-U.S. Law, as appropriate) and in accordance with the allocation methodology attached principles set forth in Section 1.5 of the Disclosure Schedules. As soon as Appendix C (reasonably practicable following the “Allocation Methodology”). Within Closing, but no later than sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.31.3(d) and Section 1.4, Buyer shall deliver to Seller the Sellers’ Representative a proposed draft allocation statement (the “Allocation Statement”). If within fifteen (15) days after the delivery of the Final Purchase Price among Allocation Statement, the assets of Sellers’ Representative notifies Buyer in writing that the Company Sellers’ Representative objects to the allocation set forth in the Allocation Statement, Buyer and the Sellers’ Representative shall use commercially reasonable efforts to resolve such dispute within twenty (20) days. In the event that Xxxxx and the Sellers’ Representative are unable to resolve such dispute within such twenty (20) day period, then Buyer and the Sellers’ Representative shall refer the matter to the Independent Auditor in accordance with the Allocation Methodology procedural principles (excluding the “Proposed Tax Allocation”cost of fees and disbursements) set forth in Section 1.3(d). Seller shall have sixty (60) days following receipt The cost of fees and disbursements of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith Independent Auditor shall be borne equally between Buyer and Holdco (and if not paid by Holdco within five (5) Business Days of the due date, directly by Sellers, severally and not jointly, in accordance with the their respective Indemnification Pro Rata Percentages). The Allocation MethodologyStatement, and Buyer as finally determined, shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If be binding upon Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such periodSelling Parties for all Tax purposes. Following the Closing, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price shall be allocated consistently with the original allocation among classes of assets set forth in accordance with Treasury Regulations the Allocation Statement, as finally determined. Except as otherwise required by a “determination” within the meaning of Section 1.1060-1(e), and any allocations made as a result 1313(a) of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed AllocationCode, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation Selling Parties shall file all Tax Returns in a manner that is reasonable and in accordance consistent with the CodeAllocation Statement and shall not assert or take in connection with any audit or any other proceeding with respect to federal, state or local Taxes, any asset values or other items inconsistent with the allocations agreed upon pursuant to the Allocation Statement. The parties will promptly inform one another of any challenge by any Tax authority to any allocation made pursuant to this Section 1.5 and agree to consult and keep one another informed with respect to the status.

Purchase Price Allocation. The Final Purchase Price (including any Assumed Liabilities and any other items required by properly treated as consideration for the Purchased Assets for Tax Law purposes) shall be allocated among the assets of Purchased Assets in accordance with the Group Companies methodology set forth on Schedule 7.1.4 (the “Allocation Methodology”). Within ninety (90) days after the Closing Date, Seller will deliver to Buyer a schedule allocating the Purchase Price (including any Assumed Liabilities and any other items properly treated as consideration for the Purchased Assets for Tax purposes) among the Purchased Assets for all purposes (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty The Allocation Schedule shall be deemed final unless Buyer notifies Seller in writing that Buyer objects to one or more items reflected in the Allocation Schedule within thirty (6030) days following the determination after delivery of the Final Purchase Price pursuant Allocation Schedule to Section 2.3Buyer. In the event of any such objection, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith to resolve such dispute (any such resolution shall be final and attempt to reach agreement binding on the allocation parties); provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within forty-five (45) days among after the assets. If Buyer and Seller reach agreement on such allocation (delivery of the “Agreed Allocation”) within such periodAllocation Schedule to Buyer, such Agreed Allocation dispute shall be reflected on a completed IRS Form 8594 resolved by the Independent Accountant in accordance with the provisions set forth in Section 2.7.2 mutatis mutandis (and any such determination shall be final and binding on the parties). Seller shall revise the Allocation Schedule as necessary to reflect adjustments to the Purchase Price required by this Agreement, which Seller shall deliver to Buyer within thirty (30) days following the date of such adjustment, and which shall be subject to Buyer’s review and comment and subject to the dispute resolution mechanism set forth in the immediately preceding sentence. The fees and expenses of the Independent Accountant will be borne equally by Seller and Buyer. The Allocation Schedule, as finalized pursuant to this Section 7.1.4 shall be binding upon the Parties hereto and their respective Affiliates. Seller (or its Affiliates) and Buyer agree to file all other Tax Returns as (including their respective IRS Forms 8594, if applicable), which form shall be timely filed separately by Buyer and Seller ) in accordance with the IRS Allocation Schedule, as finalized pursuant to this Section 7.1.4, and to not take any action inconsistent with the requirements Allocation Schedule, as finalized pursuant to this Section 7.1.4, unless otherwise required by a “determination” within the meaning of Section 1060(b) 1313 of the Code. Each If any Governmental Body disputes the Allocation Schedule (or any revision thereto), the Party hereto receiving notice of the dispute shall promptly notify the other upon receipt Party hereto of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e)such dispute, and any allocations made as a result of the Parties hereto shall cooperate in good faith in responding to such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary dispute in order to preserve the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation effectiveness of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeAllocation Schedule.

Purchase Price Allocation. The Final No later than 30 days after the Closing Date, the Buyer shall prepare and deliver to the Sellers for their review and comment a statement setting forth the allocation of the sum of the Purchase Price and Price, plus the Assumed Liabilities, plus any other items amounts required by applicable Tax Law law to be so allocated, among the Acquired Assets (the “Section 1060 Allocation”), which allocation shall be allocated among the assets of the Group Companies made in accordance with Section 1060 of the Code and the Code, Treasury Regulations thereunder (thereunder, and any similar provisions provision of state, local local, or non-U.S. Lawlaw, as appropriate) in accordance with ; provided that, regardless, the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final total Purchase Price among the assets of the Company Sellers shall be in accordance with Schedule 2(j), and, for each Seller that is allocated Purchase Price on Schedule 2(j), the portion of the total Purchase Price allocated to such Seller shall, for U.S. tax purposes, be apportioned between Stock Consideration (as determined for U.S. federal income tax purposes) and Cash Consideration in the same ratio that the total Stock Consideration (as determined for U.S. federal income tax purposes) bears to the total Cash Consideration to be paid by Buyer, notwithstanding how the Sellers direct the Purchase Price to be actually paid to them at Closing. If the Sellers disagree with the Section 1060 Allocation Methodology (they shall notify the “Proposed Tax Allocation”). Seller shall have sixty (60) Buyer within 30 days following of receipt of the Proposed Tax Section 1060 Allocation to propose any changes or indicate concurrence therewith in accordance with from the Allocation Methodology, Buyer and Buyer the Parties shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate work together in good faith to resolve any differences; provided, however, if no such agreement can be reached with respect to the Section 1060 Allocation, such matter shall be submitted by the Parties to a mutually acceptable nationally recognized accounting firm to prepare the allocation, which shall be final and attempt to reach agreement binding on the allocation within forty-five (45) days among Parties. Any fees or expenses by such accounting firm shall be borne one half by the assetsSellers and one half by the Buyer. If The Buyer and Seller reach agreement the Sellers and their respective applicable Affiliates shall report, act, and file Tax Returns (including IRS Form 8594) in all respects and for all purposes consistent with such Section 1060 Allocation. The Buyer and the Sellers shall each timely and properly provide all such documents, forms and other information as the other Party may reasonably request to prepare or comment on the Section 1060 Allocation. Neither the Sellers nor the Buyer or their respective Affiliates shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately unless required to do so by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codeapplicable law.

Purchase Price Allocation. (a) The Final Purchase Price Price, any assumed liabilities of the First Heritage Entities and any other relevant items required by in determining the applicable purchase price for federal income Tax Law purposes shall be allocated among the assets of the Group Companies First Heritage Entities in accordance with the requirements of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller Parent shall have sixty deliver to Member Representative a schedule (60“Allocation Schedule”) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with containing the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among after the assetsend of the fiscal quarter in which the Closing Date occurs for Member Representative’s review and comment. Member Representative shall have thirty (30) days from the date of receipt to review the Allocation Schedule and provide notice to Parent of any disagreements with the Allocation (provided, for the avoidance of doubt, that if Member Representative does not provide any such notice to Parent within such thirty (30)-day period, the Allocation and the Allocation Schedule will as delivered by Parent will be final and binding on the Parties). If Buyer Member Representatives does provide notice to Parent of its disagreement with the Allocation within such thirty (30)-day period, and Seller Parent and Member Representative are unable to reach agreement on within ten (10) Business Days after receipt of such allocation (the “Agreed Allocation”) within such periodnotice, Parent and Member Representative shall submit, in writing, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant disagreements to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise Independent Accounting Firm for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and resolution in accordance with the Codeprocedures set forth in Section 2.19(d) and Section 2.19(e) applied mutatis mutandis. (b) The Parties (i) shall file or cause to be filed all Tax Returns in a manner consistent with the Allocation (as determined pursuant to Section 2.18(a)) and (ii) shall not take any position (whether in Tax Returns, audits or otherwise) that is inconsistent with the Allocation, except, in each case, as required by a “determination” as defined under Section 1313 of the Code (and comparable provisions of state and local law) or by a change in applicable Law after the Allocation has been determined.

Purchase Price Allocation. The Final Purchase Price and any other items required by Tax Law shall be allocated among Within 60 days after the assets finalization of the Group Companies in accordance with Final Closing Statement pursuant to Section 1060 of 2.4, the Code Seller Representative shall prepare, and provide to the Treasury Regulations thereunder (Buyer for its review and any similar provisions of stateapproval, local or non-U.S. Law, as appropriate) in accordance with the a proposed allocation methodology attached as Appendix C (the “Allocation MethodologyPurchase Price Allocation”). Within sixty (60) days following the determination of the Final portion of the Purchase Price pursuant allocated to Section 2.3, Buyer shall deliver to Seller the purchase of Units and a proposed allocation ratable share of the Final Purchase Price liabilities of the Company and other relevant Tax items among the assets of the Company and its Subsidiaries for all Tax purposes, including the determination of the portion of the gain or loss recognized upon the sale of the Units that is attributable to the Company’s “unrealized receivables” and “inventory items” (as such terms are defined in accordance Section 751 of the Code). Within thirty days following the Seller Representative’s delivery of the Purchase Price Allocation, the Buyer shall inform the Seller Representative in writing whether it has approved the Purchase Price Allocation (and in the event that the Buyer fails to respond in writing within such 30-day period, the Buyer shall be deemed to have approved the Purchase Price Allocation). Provided that the Buyer approves the Purchase Price Allocation, the Sellers, the Buyer and the Company shall prepare and file all Tax Returns and related forms in a manner consistent with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Purchase Price Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant except to the requirements extent otherwise required by a determination (within the meaning of Section 1060(b1313(a) of the Code). Each Party In the event of an adjustment to the Purchase Price, the Sellers and the Buyer agree to adjust the Purchase Price Allocation in a reasonable manner to reflect such adjustment. If any Governmental Authority disputes the Purchase Price Allocation, the party receiving notice of the dispute shall promptly notify the other upon receipt party and each party shall keep the other reasonably informed of notice material developments of any pending or threatened Tax audit or assessment challenging such dispute. Notwithstanding the Agreed Allocation. foregoing, if the Buyer and Seller also shall allocate and report any adjustments to does not approve the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e)Allocation then none of the Buyer, and the Sellers, nor any allocations made as a result of such adjustments their Affiliates shall become part of such Agreed Allocation. No Party shall take a position on be required, pursuant hereto, to file any Tax Return Returns or otherwise for Tax purposes take any positions, in each case that is contrary to are consistent with the Agreed Purchase Price Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own or the allocation of the Final Purchase Priceother party, amongst but instead each party may allocate the consideration among the assets of the Group Companies, to be used by such Party in a manner it considers appropriate and file its Affiliates, provided such allocation is reasonable and Tax Returns in accordance a manner consistent with the Codeits allocation.

Purchase Price Allocation. The Final Purchase Price and any other items required by Tax Law Parties agree that the sale of the Company Interests pursuant to this Agreement shall be allocated treated as a sale of the assets of the Company for U.S. federal income tax purposes. Not later than thirty (30) Business Days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation of the Purchase Price, as adjusted, and the assumed liabilities of the Company (and other relevant items) among the assets of the Group Companies Company in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions provision of state, local or non-U.S. Lawforeign law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation MethodologyStatement”). Within sixty Not later than thirty (6030) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following Business Days after receipt of the Proposed Tax draft Allocation Statement, Seller shall provide any comments to propose any changes or indicate concurrence therewith in accordance with the draft Allocation MethodologyStatement to Buyer, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate such comments in good faith and attempt to reach agreement on incorporate such comments in the allocation within forty-five (45) days among Allocation Statement, after which the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation Statement shall be reflected on a completed deemed final. The Parties shall timely file all Tax Returns as applicable, including IRS Form 8594 (and all other Tax Returns as applicableor any successor form), which form in a manner consistent with such values and the tax treatment in this Section 9.1, and no Party shall be timely filed separately by Buyer and Seller take any position in any Tax Return that is inconsistent with the IRS pursuant Allocation Statement, as adjusted, unless required to the requirements of do so by a change in applicable Law or by a final determination as defined in Section 1060(b) 1313 of the Code. Each Party shall promptly notify In the other upon receipt event of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price after the Closing Date, Buyer and Seller shall amend the Allocation Statement as necessary to reflect such adjustments to the Purchase Price in accordance with Treasury Regulations the terms and provisions of this Section 1.1060-1(e)9.1. Notwithstanding anything to the contrary herein, if any disputes between Seller and Buyer with respect to the Allocation Statement are not mutually agreed, any disagreements shall be submitted for final and binding resolution to a tax partner at an independent accounting firm of nationally recognized standing that is not at the date of engagement rendering services to Buyer, Seller, or any of their respective Affiliates, and any allocations made has not done so within twelve (12) months prior to the date of engagement or in connection with the Transactions (the “Neutral Accounting Firm”) to resolve such disagreements (the “Tax Arbitrator”). The Tax Arbitrator shall be a tax partner at a Neutral Accounting Firm selected by mutual agreement of Buyer, on the one hand, and Seller, on the other hand; provided, that, if the Parties are unable to agree on a tax partner at a Neutral Accounting Firm to act as a result of such adjustments shall become part of such Agreed Allocation. No the Tax Arbitrator, each Party shall take select a position on any Neutral Accounting Firm and such firms together shall select a tax partner at another Neutral Accounting Firm to act as the Tax Return or otherwise for Arbitrator. The Tax purposes that is contrary Arbitrator shall only consider those items as to the Agreed Allocation determined hereunder. If which Buyer and Seller do not reach an Agreed Allocationhave disagreed and must resolve the matter in accordance with the terms and provisions of this Section 9.1. Buyer, on the one hand, and Seller, on the other hand, each shall submit to the Tax Arbitrator its proposed determination of fair market value or other item in dispute, together with such appraisals or other information relevant to fair market value and such other evidence relevant to the resolution of other items as it desires to support its proposal. The determination of the Tax Arbitrator shall be final and binding upon Buyer and Seller. The fees, expenses and costs of the Tax Arbitrator shall be borne equally by the Parties. Other than such fees and expenses of the Tax Arbitrator, Buyer and Seller will shall each prepare its be responsible for their own allocation of the Final Purchase Price, amongst the assets of the Group Companies, costs and expenses incurred in connection with any actions taken pursuant to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.this Section 9.1. 85

Purchase Price Allocation. The Final Schedule 7.8 sets forth the allocation of the Purchase Price and any other items required by Tax Law shall be allocated (including for the avoidance of doubt liabilities) constituting consideration for U.S. federal income tax purposes among the assets of the Group Companies Company in accordance with the principles of Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax AllocationSchedule”). Seller shall have sixty and Buyer agree to file all information reports and Tax Returns (60including IRS Form 8594, if required, and any amended Tax Returns or claims for refund) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance a manner consistent with the Allocation Methodology, Schedule and neither Seller nor Buyer shall consider take, or permit any changes proposed by Seller in good faith. If Xxxxxx does not concur of their respective Affiliates to take, any position inconsistent with the Proposed Allocation Schedule on any Tax AllocationReturn, Xxxxxx and Xxxxx will negotiate in good faith and attempt an audit or otherwise, unless required to reach agreement on do so by applicable Law or a “determination”, within the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements meaning of Section 1060(b1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Schedule, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation Schedule. The Allocation Schedule may be revised, from time to time, by the mutual written consent of Seller and Buyer, so as to reflect adjustments, if any made pursuant to Sections 2.4 (Adjustments to Purchase Price) through 2.6 (Post-Closing Adjustment) and Section 8.5(g). If Seller and Buyer are unable to resolve any dispute with respect to proposed revisions to the Allocation Schedule within fourteen (14) days, each of Buyer and Seller shall summarize its position with regard to such dispute in a written document of twenty (20) pages or less and submit such summaries to the Accounting Arbitrator, together with any other documentation such Party may desire to submit. Within twenty (20) Business Days after receiving the Parties’ respective submissions, the Accounting Arbitrator shall render a decision choosing either Seller’s position or Buyer’s position (or another position which shall be no less favorable to Seller than Buyer’s position and no less favorable to Buyer than Seller’s position) with respect to each matter addressed based on the materials submitted to the Accounting Arbitrator as described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Seller and Buyer and will be enforceable against the Parties in any court of competent jurisdiction. The costs of the Accounting Arbitrator shall be borne 50% by Buyer and 50% by Seller. Each Party of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit Audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeSchedule.

Purchase Price Allocation. (a) The Final Purchase Price parties hereto shall allocate the Base Consideration (plus the portion of the Assumed Liabilities and any other relevant items required by Tax Law shall be allocated which are treated as purchase price for federal income tax purposes) among the assets of the Group Companies transferred by Seller pursuant to this Agreement in accordance with the applicable provisions of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation MethodologyPrice Allocation”). . (b) Within sixty ninety (6090) days following after the determination of the Final Purchase Price pursuant to Section 2.3Closing, Buyer shall deliver provide Seller with a statement (“Price Allocation Statement”) containing Buyer’s proposed Price Allocation. If Seller does not notify Buyer of an objection to Seller a Buyer’s proposed allocation Price Allocation as unreasonable within twenty (20) days after delivery thereof, Buyer’s proposed Price Allocation shall be deemed the “Final Price Allocation”. If within twenty (20) days after the delivery of the Final Purchase Price among Allocation Statement, Seller notifies Buyer in writing that Seller objects to Buyer’s proposed Price Allocation contained in the assets of the Company in accordance with the Price Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation MethodologyStatement as unreasonable, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on shall use commercially reasonable efforts to resolve such allocation dispute within twenty (20) days of Seller’s written notification, and the “Agreed Allocation”) within such period, such Agreed Price Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately agreed to by Buyer and Seller with shall be deemed the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Final Price Allocation. In the event that Buyer and Seller also are unable to resolve such dispute within that twenty (20) day period, the dispute shall allocate and report any adjustments be referred for final determination to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e)Accounting Firm or, if such firm is not available, such other accounting firm selected by the mutual agreement of Buyer and any allocations made as a result Seller. The fees and disbursements of such adjustments third party shall become part be borne by the parties hereto in proportion to the amounts by which their proposals differ from the final determination of such Agreed Allocationthird party. No Party The Final Price Allocation shall take a position on be adjusted, as appropriate, to reflect any Tax Return or otherwise for Tax purposes that is contrary payments made pursuant to this Agreement after the Agreed Allocation determined hereunderClosing Date. If Each of Buyer and Seller do not reach shall timely file an Agreed Allocation, IRS Form 8594 reflecting the Price Allocation for the taxable year that includes the Closing Date and make any timely filing required by applicable state or local Laws. Neither Buyer and nor Seller will each prepare shall take any position or permit any of its own allocation of Affiliates to take any position inconsistent with the Final Purchase PricePrice Allocation in the preparation of financial statements, amongst the assets filing of any Tax Returns or in the Group Companiescourse of any audit by any Taxing Authority, Tax review or Tax proceeding relating to any Tax Returns. Any Working Capital Increase or Working Capital Decrease pursuant to Section 2.9 shall be used by such Party and its Affiliates, provided such allocation is reasonable and allocated in accordance a manner consistent with the Code.Final Price Allocation. 4826-7940-7793v12/101501-0066

Purchase Price Allocation. (i) The Final Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations regulations promulgated thereunder. Upon the completion by the Purchaser's independent accountants of an audit of the Seller's financial records (as defined in Section 5.5 hereof), the Seller and the Shareholders and the Purchaser shall jointly prepare within 10 days of such audit a schedule for the allocation of the Purchase Price as contemplated by the immediately preceding sentence (the "Purchase Price Allocation Schedule"). If the Seller and the Shareholders, on the one hand, and the Purchaser, on the other, in good faith disagree with the Purchase Price Allocation Schedule, then either party may notify the others in writing of such disagreement (the "Notice of Disagreement"). The Notice of Disagreement shall set forth in reasonable detail the basis for the disagreement. Thereafter, the Seller and the Shareholders and the Purchaser shall attempt in good faith to resolve and finally determine the Purchase Price Allocation Schedule. If the Seller and the Shareholders and the Purchaser are unable to resolve the disagreement within 30 days after the delivery of the Notice of Disagreement, the Seller and the Shareholders and the Purchaser shall select a mutually acceptable, nationally recognized independent accounting firm (the "Independent Accountant") which does not then have a material relationship with, the Purchaser, the Seller or the Shareholders to resolve the disputed items and make a determination with respect thereto. Such determination will be made, and written notice thereof given to the Seller and the Shareholders and the Purchaser within 30 days after such selection. The determination by the Independent Accountant shall be final, binding and conclusive upon the parties hereto. The scope of the Independent Accountant's engagement (which shall not be an audit) shall be limited to the resolution of the items contained in the Notice of Disagreement, and the recalculation, if any, of the Purchase Price Allocation Schedule in light of such resolution and such firm shall be deemed to be acting as experts and not as arbitrators. One-half of the fees, costs and expenses of the Independent Accountants, if any, will be borne by the Purchaser and the balance by the Seller and the Shareholders. (ii) The Seller, the Shareholders and the Purchaser agree to file timely all returns required under Code Section 1060 and the regulations promulgated thereunder (based on the allocations set forth on the Purchase Price Allocation Schedule, and further agree that they will not take any similar provisions position inconsistent therewith on any return or other document of any kind or in the course of any audit, examination or other proceeding by or before any federal, state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C other taxing authority (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicablegovernmental agency), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending court or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codetribunal.

Purchase Price Allocation. The Final Seller and the Buyer agree that the Purchase Price (and any other items required by assumed liabilities, as determined for Tax Law shall purposes) will be allocated among the assets of Purchased Assets and any non-competition and non-solicitation agreements entered into in connection with the Group Companies transactions contemplated by this Agreement for all Tax purposes in accordance a manner consistent with Section section 1060 of the Code and the Treasury Regulations thereunder promulgated thereunder. No later than 90 days after the Closing Date, the Buyer shall prepare and deliver to the Seller for the Seller’s review and approval, a copy of the Form 8594 and any required exhibits thereto (the “Asset Acquisition Statement”) allocating the Purchase Price (and any similar provisions of state, local or non-U.S. Lawassumed liabilities, as appropriatedetermined for Tax purposes) in accordance with among the allocation methodology attached as Appendix C Purchased Assets. The Buyer shall prepare and deliver to the Seller, for the Seller’s review and approval, revised copies of the Asset Acquisition Statement (the “Allocation MethodologyRevised Statements”). Within sixty ) so as to reflect any matters on the Asset Acquisition Statement that need updating (60) days following including any adjustments to the determination of the Final Purchase Price pursuant to Section 2.32.8). Within 30 days of delivery of the Asset Acquisition Statement or the Revised Statements, Buyer as the case may be, the Seller shall deliver to review such statements; and if the Seller a proposed agrees on the allocation of the Final Purchase Price among Price, as adjusted by Section 2.8 (and any assumed liabilities, as determined for Tax purposes) (which shall be evidenced by an Asset Acquisition Statement or the assets Revised Statements signed by each of the Company Buyer and the Seller), the Seller, the Buyer and their respective Affiliates, shall file all Tax Returns and information reports in accordance a manner consistent with such agreed allocation and shall take no position inconsistent therewith. In the Allocation Methodology (event that the “Proposed Tax Allocation”). Seller shall have sixty (60) and the Buyer are unable to agree on such allocation within 30 days following receipt after the delivery of the Proposed Tax Allocation to propose any changes Asset Acquisition Statement or indicate concurrence therewith in accordance with the Allocation MethodologyRevised Statements, and Buyer as the case may be, the parties shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement agreement. In the event that the parties cannot agree on the allocation within forty-five (45) days among as set forth in such Asset Acquisition Statement or Revised Statements then none of the assetsBuyer, the Seller or any of their Affiliates shall be required pursuant hereto to file any Tax Returns or information reports or otherwise take any positions consistent with such allocation. If In the event that the Buyer and the Seller reach agreement are unable to agree on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase PricePrice (as adjusted by Section 2.8), amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and then each party will in accordance with the Codeany event file a Form 8594.

Purchase Price Allocation. The Final Within one hundred twenty (120) days of the Closing, the Parties shall agree on an allocation of the Purchase Price (including any adjustments made thereto) and any other items required by liabilities assumed, for Tax Law purposes, which shall be allocated among the assets prepared in a manner consistent with fair market value of the Group Companies in accordance with Purchased Assets and, as applicable, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (such allocation, the “Purchase Price Allocation”). The Buyer shall prepare, and provide to the Seller, a draft Purchase Price Allocation within ninety (90) days after Closing. The Seller shall provide any similar provisions comments to the draft Purchase Price Allocation to the Buyer within twenty (20) days upon receipt thereof. If the Seller does not provide any comments within the requisite time period, the draft Purchase Price Allocation shall be treated as final. The Parties agree to use the Purchase Price Allocation for all Tax purposes and in all filings, declarations and reports with the Internal Revenue Service (the “IRS”) in respect thereof, including any reports required to be filed under Section 1060 of the Code and the Treasury Regulations promulgated thereunder. The Parties shall timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state, local or non-U.S. foreign Tax Law, as appropriate) and any required attachments thereto in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3Allocation. Neither the Buyer nor the Seller shall take any position in any Tax Return, Buyer shall deliver to Seller a proposed allocation of audit, or otherwise, that is inconsistent with the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller , nor shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes Buyer or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with any way represent that the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e)Allocation is not correct, and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or unless otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used required by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codeapplicable Law.

Purchase Price Allocation. The sale and purchase of the Interests shall be treated for Tax purposes as the sale and purchase of the assets of the Company (except that for franchise Tax purposes in the State of Texas the sale and purchase shall be treated as a sale of Interests) and no party hereto or any controlled Affiliate thereof shall take any position inconsistent with such treatment. Seller and Buyer agree that the Final Purchase Price (and any other items required by assumed liabilities as determined for Tax Law shall purposes) will be allocated among the assets of the Group Companies Company for all Tax purposes in accordance a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder promulgated thereunder. No later than ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer for Buyer’s review and approval, a copy of the Form 8594 and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C required exhibits thereto (the “Allocation MethodologyAsset Acquisition Statement”). Within sixty (60) days following the determination of allocating the Final Purchase Price pursuant (and any assumed liabilities as determined for Tax purposes) among the Company’s assets. Seller shall prepare and deliver to Section 2.3Buyer, from time to time, for Buyer’s review and approval revised copies of the Asset Acquisition Statement (the “Revised Statements”) so as to reflect any matters on the Asset Acquisition Statement that need updating (including Purchase Price Adjustments, if any). Within thirty (30) days of delivery of the Asset Acquisition Statement or the Revised Statements, as the case may be, Buyer shall deliver to Seller a proposed review such statements; and if Buyer agrees on the allocation of the Final Purchase Price among (and any assumed liabilities as determined for Tax purposes) (which shall be evidenced by an Asset Acquisition Statement or the assets Revised Statements signed by each of Buyer and Seller), Buyer, Seller and their respective controlled Affiliates shall file all Tax Returns and information reports in a manner consistent with such agreed allocation and shall take no position inconsistent therewith. In the event that Buyer and Seller are unable to agree on such allocation within thirty (30) days after the delivery of the Company in accordance with Asset Acquisition Statement or the Allocation Methodology (Revised Statements, as the “Proposed Tax Allocation”). Seller case may be, the parties shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement. In the event that the parties cannot reach an agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocationdisputed allocations, Buyer and Seller will each prepare shall submit the disputed allocations for resolution to the Independent Accounting Firm, which shall, within thirty (30) days after submission, report to the parties hereto its own allocation determination on such disputed allocations. The allocations determined by the Independent Accounting Firm shall be conclusive and binding upon Buyer and Seller, and Buyer, Seller and their respective controlled Affiliates shall file all Tax Returns and information reports (including, without limitation, Form 8594) in a manner consistent with such determination. Each of Buyer and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses of the Final Purchase Price, amongst Independent Accounting Firm relating to the assets of the Group Companies, to disputed allocations shall be used borne equally by such Party Buyer and its Affiliates, provided such allocation is reasonable and in accordance with the CodeSeller.

Purchase Price Allocation. The Final Purchase Price Within one hundred and any twenty (120) days following the Closing Date, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent a schedule (the “Allocation Schedule”) allocating the total consideration paid for the Transferred Equity Interests (and all other items required by Tax Law shall be allocated amounts payable and liabilities assumed pursuant to this Agreement or otherwise treated as consideration for federal income tax purposes) among the Company and its Subsidiaries and among the assets of the Group Companies Company and its Subsidiaries, as applicable. Thereafter, Purchaser shall provide Seller Parent from time to time revised copies of the Allocation Schedule (the “Revised Statements”) so as to report any matter on the Allocation Schedule that needs updating (including adjustments made pursuant to Section 1.3 or Section 1.4, if any). The Allocation Schedule and the Revised Statements shall be prepared in accordance with Section 1060 338 of the Code and the Treasury Regulations thereunder thereunder. The Allocation Schedule and the Revised Statements shall be deemed to be accepted by, and shall be final, conclusive and binding on, Seller Parent except to the extent, if any, that Seller Parent shall have delivered, within thirty (30) days after the date on which the Allocation Schedule or Revised Statement is delivered to Seller Parent, a written notice to Purchaser stating each and every item to which Seller Parent takes exception (it being understood that any similar amounts not disputed shall be final, conclusive and binding). If a change proposed by Seller Parent is disputed by Purchaser, then Purchaser and Seller Parent shall negotiate in good faith to resolve such dispute. If, after a period of twenty (20) days following the date on which Seller Parent gives Purchaser notice of any such proposed change, any such proposed change still remains disputed, then Seller Parent and Purchaser shall submit the remaining disputes to the Independent Auditor to be resolved in accordance with the procedures set forth in Section 1.4. Promptly upon receiving the final and binding Allocation Schedule and Revised Statement, Purchaser and Seller Parent shall return an executed copy thereof to the other party. Purchaser and Seller Parent shall file (or cause to be filed) all federal, state and local Tax Returns (such as IRS Form 8883 or any other forms required to be filed pursuant to Section 338 of the Code or any comparable provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (Allocation Schedule and the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant Revised Statements, and shall take and cause to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes be taken no position contrary thereto or indicate concurrence inconsistent therewith in accordance with the Allocation Methodologyany amended return or claim for refund, and Buyer shall consider any changes proposed examination or audit by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocationany Taxing Authority, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such periodor any other proceeding, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant except to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or extent otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used required by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeLaw.

Purchase Price Allocation. The Final Purchase Price (a) Within ninety (90) days after the Closing Date, Buyer shall prepare and any other items required by deliver to Seller a written allocation (the “Tax Law shall be allocated Allocation Statement”) of the purchase price (as determined for U.S. federal income tax purposes) among the assets of the Group Companies treated for U.S. federal income tax purposes as being acquired by Buyer pursuant to this Agreement in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance Code. If Seller disagrees with the allocation methodology attached as Appendix C Tax Allocation Statement, Seller shall notify Buyer in writing of such disagreement within thirty (the “Allocation Methodology”). Within sixty (6030) days following the determination after Buyer’s delivery of the Final Purchase Price pursuant to Section 2.3, Tax Allocation Statement. Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). and Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith to resolve any such disagreement and attempt shall amend the Tax Allocation Statement to reach agreement on the allocation within forty-five reflect any resolution agreed to in writing. (45b) days among the assets. If Buyer and Seller reach agreement on such allocation shall work together in good faith to amend the Tax Allocation Statement to the extent necessary to reflect any post-Closing adjustments to the purchase price (the “Agreed Allocation”as determined for U.S. federal income tax purposes). (c) within such period, such Agreed Allocation Any disagreement described in Section 2.6(a) or regarding any amendment described in Section 2.6(b) that Buyer and Seller are unable to resolve through good faith negotiations shall be reflected on submitted to the Accounting Arbitrator for resolution in a completed manner similar to that described in Section 2.5(c), subject to such deadlines as may be mutually agreed among the Parties and the Accounting Arbitrator, and the Tax Allocation Statement shall be amended to reflect the Accounting Arbitrator’s resolution of any such disagreements. (d) Buyer and Seller shall and shall cause their respective Affiliates to (i) file all Tax Returns (including IRS Form 8594 (and all other Tax Returns as applicableany amendments thereto necessitated by any adjustment described in Section 2.6(b), which form shall be timely filed separately by Buyer and Seller ) in a manner consistent with the IRS Tax Allocation Statement (including any amendments thereto pursuant to the requirements of this Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e2.6), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall (ii) take a no position that is inconsistent with the Tax Allocation Statement on any Tax Return or otherwise for Tax purposes that is contrary in connection with any Proceeding, unless required to do so by the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation final determination of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codea Taxing Authority.

Purchase Price Allocation. The Final Purchase Price Within ninety (90) days of the Initial Closing Date, the Buyer shall prepare (or cause to be prepared) and submit for Seller’s review an allocation of the Initial Closing Cash Consideration and any assumed liabilities, costs and other items required by Tax Law shall be allocated among the assets included in “consideration” for purposes of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions provision of state, local local, or non-U.S. Law, as appropriate) (the “Section 1060 Consideration”), which shall be allocated among the assets of BrandCo based on the fair market values of the acquired assets as of the Initial Closing Date, as determined and allocated in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. The Seller shall timely deliver all such documents and other information as the Buyer may reasonably request in preparing such allocation. Buyer shall deliver such allocation to the Seller within ninety (90) days after the Initial Closing Date. If within thirty (30) days following receipt, the Seller has not notified the Buyer in writing of its disagreement with such allocation, such allocation shall be final and binding. If within such 30-day period the Seller so notifies the Buyer, the Seller and Buyer shall endeavor to resolve such disagreement and, if they are able to do so, shall make such revisions to the allocation to reflect such resolution, which shall be final and binding. If the Seller and Buyer are unable to resolve any such dispute, such dispute shall be resolved promptly by Independent Accountant in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”procedure set forth in Section 2.4(e). Within sixty The Seller and the Buyer and their Affiliates shall report, act, and file Tax Returns (60including, but not limited to Internal Revenue Service Form 8594) days following in all respects and for all purposes consistent with any such final and binding allocation, as determined by agreement by Xxxxx and Seller, or based on resolution of any dispute by the determination of Independent Accountant. Neither the Final Purchase Price pursuant to Section 2.3, Seller nor the Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company take any position (whether in accordance audits, Tax Returns, or otherwise) that is inconsistent with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately unless required to do so by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codeapplicable Law.

Purchase Price Allocation. (i) The Final Purchase Price (and any all other items required by Tax Law capitalized costs) shall be allocated among the Target Companies and the portions thereof allocated to TFP and Tredegar Brasil shall be allocated among their assets, respectively, and the assets of any of the Group Companies Target Subsidiaries of TFP or Tredegar Brasil that are formed under U.S. law and are disregarded entities for U.S. federal income tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local or non-U.S. foreign Law, as appropriate), pursuant to the provisions of this Section 11.7(g) in accordance with the allocation methodology attached as Appendix C (the “Allocation MethodologyPurchase Price Allocation”). Within sixty (60) A draft of the Purchase Price Allocation shall be prepared by Buyers’ Parent and delivered to Sellers’ Representative within 60 days following the determination Closing Date. If Sellers’ Representative notifies Buyers’ Parent in writing within 30 days following the receipt of such Purchase Price Allocation that Sellers’ Representative objects to one or more items reflected in such draft of the Final Purchase Price Allocation, Sellers’ Representative and Buyers’ Parent shall negotiate in good faith to resolve such dispute; provided, however, that if Sellers’ Representative and Buyers’ Parent are unable to resolve any dispute with respect to the Purchase Price Allocation within 60 days following Sellers’ Representative’s delivery of such notice, such dispute shall be resolved by the Accounting Firm. The fees and expenses of the Accounting Firm shall be borne equally by Sellers and Buyers. Buyers, Sellers and their Affiliates shall file Tax Returns (including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the Purchase Price Allocation as determined pursuant to this Section 11.7(g). Any adjustment to the Purchase Price pursuant to Section 2.311.6 shall be allocated in a manner consistent with the Purchase Price Allocation. For the avoidance of doubt, Buyer any document prepared for purposes of allocating the Purchase Price for non-U.S. tax purposes (including any PPA report or other similar document) shall deliver not impact the Purchase Price Allocation. Buyers’ Parent, Sellers’ Representative and their respective Affiliates shall not take any position (whether in an audit, Tax Return or otherwise) that is inconsistent with the Purchase Price Allocation unless otherwise required to Seller a proposed allocation do so by applicable Law. The provisions of this Section 11.7(g) will survive post‑Closing indefinitely. Notwithstanding anything to the contrary contained in this Agreement, the portion of the Final Purchase Price allocated to the Tredegar India Interests shall be consistent with the Purchase Price (in this instance, as defined in the Tredegar India Interests Purchase Agreement) under the Tredegar India Interests Purchase Agreement on the basis of which the Indian Withholding Tax Amount will be computed and withheld, and such portion of the Purchase Price allocated to Tredegar India Interests will not be subject to any adjustments as provided under Section 2.3. Further, Buyers’ Parent agrees that it will allocate the same amount towards the Tredegar India Interests for the purposes of Purchase Price Allocation under this Section 11.7(g) and will not deviate therefrom. (ii) From the date hereof through the Closing Date, to the extent necessary to prepare bills of sale, transfer agreements or to otherwise timely comply with the requirements of applicable Law in respect of the sale of the Interests at the Closing, Sellers’ Representative and Buyer agree to cooperate in good faith to allocate, the Estimated Purchase Price among the assets of Sellers and/or the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeInterests.

Purchase Price Allocation. The Final SAI and Seller’s Representative will use their commercially reasonable efforts to jointly prepare a schedule (the “Allocation Schedule”) allocating the Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder (or any comparable provision of state or local Tax Law) or any successor provision. If SAI and any similar provisions of stateSellers’ Representative are unable to agree upon the Allocation Schedule prior to Closing, local or non-U.S. Law, as appropriate) SAI shall after Closing produce such a schedule and shall collaborate in accordance good faith with Sellers’ Representative with respect thereto. If SAI and Sellers’ Representative are unable to agree upon the allocation methodology attached as Appendix C Allocation Schedule within ninety (the “Allocation Methodology”). Within sixty (6090) days following Closing, the determination question of the Final proper allocation of the Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation 1060 of the Final Purchase Price among Code and applicable Treasury Regulations promulgated thereunder (or any comparable provision of state or local Tax Law), will be referred to the Accounting Expert pursuant to procedures similar to those set forth in Section 1.4; except that the fees and expenses of the Accounting Expert will be borne one-half by Buyers and one-half by Sellers. Buyers and Sellers will be bound by the determination of an Accounting Expert. The parties acknowledge the Sellers’ expectation, based on their knowledge of the composition and value of the assets of the Company in accordance with Partnership, and their desire that, to the Allocation Methodology (extent possible, any gain realized on the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt sale of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with Interests be characterized as long term capital gain within the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) meaning of the Code. Each Party Except to the extent otherwise required by applicable Law, Buyers and each Seller will make all Tax Returns in a manner consistent with the Allocation Schedule (or, to the extent any objection shall have been made to the Allocation Schedule, in a manner consistent with the resolution of such objection by the parties or, if applicable, the Accounting Expert) and will not make any inconsistent statement or adjustment on any Tax Returns or during the course of any Internal Revenue Service or any other Tax audit. Buyers and each Seller agree to promptly notify the other upon receipt of notice of parties if the Internal Revenue Service or any pending or threatened Tax audit or assessment challenging other Taxing Authority proposes to reallocate the Agreed Allocationconsideration in a manner inconsistent with the foregoing. Buyer In the event that Earnout Consideration is paid SAI and Seller also shall allocate and report the Sellers’ Representative will liaise as to whether any adjustments adjustment to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return Allocation Schedule is necessary or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codeappropriate.

Purchase Price Allocation. The Final Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriatea) in accordance with the allocation methodology attached as Appendix C Within one hundred twenty (the “Allocation Methodology”). Within sixty (60120) days following after the determination of the Final Purchase Price pursuant to Section 2.3Closing Date, Buyer shall deliver to Seller a schedule (the “Allocation Statement”) setting forth Buyer’s proposed allocation of the Final Purchase Price (including the Assumed Liabilities and all other capitalized costs) among the Purchased Assets and the Restrictive Covenants, which Allocation Statement shall have been prepared by Buyer and, with respect to the intangible assets included in the Purchased Assets, an independent third party appraiser (the costs of which shall be borne by Buyer) in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate). (b) Within thirty (30) days after delivery of the Company Allocation Statement, Seller shall notify Buyer in writing of any objections Seller has to the allocation set forth in the Allocation Statement. In the event Seller fails to so notify Buyer within such thirty-day period, Seller shall be deemed to have agreed to and accepted Buyer’s proposed allocation. If Seller so notifies Buyer within such thirty-day period, Buyer and Seller shall negotiate in good faith to revise the allocations specified in the Allocation Statement to their mutual satisfaction within twenty (20) days. (c) If Buyer and Seller are unable to resolve any differences within such twenty-day period, Buyer and Seller shall jointly retain the Accounting Firm to resolve any disputed items. The Accounting Firm shall deliver to Buyer and Seller, as promptly as practicable, a written decision setting forth its resolution of any such disputed items, which decision shall be final, binding and conclusive on the parties, and the Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses of the Accounting Firm shall be borne proportionately by Buyer and Seller to the extent that their respective purchase price allocations differ from the Accounting Firm’s resolution of the disputed items (such proportional responsibility to be determined conclusively by the Accounting Firm and included in its written decision). (d) The Purchase Price (including the Assumed Liabilities and all other capitalized costs) shall be allocated in accordance with the Allocation Methodology Statement as it may be adjusted pursuant to this Section 3.4 and, subject to the requirements of Applicable Law, all Tax Returns (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed including IRS Form 8594 (8594) and all other Tax Returns as applicable), which form shall be timely reports filed separately by Buyer and Seller shall be prepared consistently with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the CodeStatement.

Purchase Price Allocation. The 2.6.1 Buyer and Seller shall use reasonable best efforts and negotiate in good faith to complete within 30 days after the date hereof a statement for purposes of allocating the Estimated Purchase Price and Final Purchase Price and any other as contemplated by this Agreement (the “Purchase Price Allocation”). In the event the Parties are unable to agree to a Purchase Price Allocation within 30 days of the date hereof, the items required by Tax Law in dispute shall be allocated among submitted to the assets Accounting Firm for review and resolution of the Group Companies Purchase Price Allocation. The Parties shall use their respective good faith and commercially reasonable efforts to cause the Accounting Firm to render a Purchase Price Allocation within 60 days following the submission of such matters to the Accounting Firm. The Accounting Firm’s determination of the Purchase Price Allocation, or the Purchase Price Allocation fully agreed to by the Parties, shall be the final allocation of the Purchase Price (the “Final Allocation”). The Accounting Firm’s determination of the Final Allocation shall be set forth in a written statement delivered to the Parties and shall be final, binding and non-appealable. All fees and expenses of the Accounting Firm shall be borne equally by Seller and Buyer. 2.6.2 Each of Seller and Buyer and their respective Affiliates shall (i) timely file all forms and Tax Returns required to be filed in connection with the Purchase Price Allocation; (ii) be bound by the Final Allocation for purposes of determining Taxes related to the transfer of the Transferred Press Subsidiaries; (iii) prepare and file, or cause to be prepared and filed, its Tax Returns on a basis consistent with the Final Allocation; and (iv) take no position, and cause no position to be taken, that would be inconsistent with the Final Allocation on any applicable Tax Return, in any proceeding before any Governmental Authority, in any report made for Tax purposes, or otherwise with respect to any Tax. 2.6.3 If the Final Allocation is disputed by any Governmental Authority, the Party receiving notice of such dispute will promptly notify the other Party concerning the existence and resolution of such dispute and Seller and Buyer agree to use their commercially reasonable efforts to defend the Final Allocation in such dispute. 2.6.4 The Final Allocation shall be adjusted once the Closing Balance Sheet and Closing Statement become final in accordance with Section 1060 of the Code 2.3.4 and the Treasury Regulations thereunder (Seller and any similar provisions of state, local or non-U.S. LawBuyer shall adopt that allocation, as appropriate) so adjusted, for all Tax purposes. Any adjustment to Estimated Transaction Expenses, Estimated Working Capital or Estimated Closing Indebtedness in accordance with Section 2.5 shall be allocated between the allocation methodology attached as Appendix C (Press Shares according to the “Allocation Methodology”)Transferred Press Subsidiary to which such item is attributable. Within sixty (60) days following In the determination event of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company an adjustment in accordance with Section 2.5, the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation amount shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant added to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to subtracted from the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e)the Final Allocation and, and any allocations made as a result of in the event such adjustments allocation cannot be determined, then the amount shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return be added to or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of subtracted from the Final Purchase Price, amongst Price proportionately among the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and Transferred Press Subsidiaries in accordance a manner consistent with the Codemanner in which the Final Allocation was prepared.

Purchase Price Allocation. The Purchaser and Sellers agree that the Final Closing Date Purchase Price and any (plus other relevant items required by Tax Law shall under the Code, including any liabilities of the Sellers, that are treated as consideration for U.S. federal income tax purposes) will be allocated among the such Sellers’ assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations regulations thereunder (and any similar provisions consistent with this Section 7.1. Sellers shall prepare for each of statePurchaser and Sellers an IRS Form 8594, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within Asset Acquisition Statement,” within sixty (60) days following after the final determination of the Final Closing Date Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller In the event that Purchaser objects to the Allocation, Purchaser shall have sixty notify Sellers of its objection to the Allocation within thirty (6030) days following of the receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with and the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx Parties will negotiate endeavor in good faith and attempt to reach agreement on over the allocation within forty-five next fifteen (4515) days among the assetsto resolve such dispute. If Buyer the Parties are unable to resolve such dispute within such fifteen (15)-day period, the Parties shall submit the dispute to the Accounting Referee or another nationally recognized independent accounting firm to be mutually agreed upon by Xxxxxxxxx and Seller reach agreement Sellers (such agreed firm being the “Tax Referee”), which will promptly determine those matters in dispute (based on written presentations from the Parties and not based on its independent review) and will render a written report as to the disputed matters (the matters determined by such allocation (Tax Referee, together with those matters that were agreed by the Parties, the “Agreed Allocation”) within such period, such Agreed Allocation shall ). The costs and expenses of the Tax Referee will be reflected split evenly by Xxxxxxxxx and Sellers. Purchaser and Sellers will file any Tax Returns and any other governmental filings on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller basis consistent with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report Neither Purchaser nor Sellers nor any adjustments to the Final Purchase Price of their respective Affiliates will take any position (whether in accordance with Treasury Regulations Section 1.1060-1(e)audits, and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any disputes, examinations, claims, actions, suits, investigations, proceedings, Tax Return Returns or otherwise for Tax purposes otherwise) that is contrary to inconsistent with the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used unless otherwise required by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codeapplicable Law.

Purchase Price Allocation. (a) The Final Parties agree that the Initial Purchase Price and any other items required by Tax Law shall be allocated among the assets Acquired Properties and the Assumed Liabilities as set forth in Annex C attached hereto (the “Allocated Asset Values”) and the Buyer and the Seller shall, prior to Closing, adjust the Allocated Asset Values as reasonably determined by the Parties to reflect the adjustments to the Closing Cash Consideration that are made pursuant to this Agreement. The Buyer and the Seller shall, and shall cause its Subsidiaries to, (a) cooperate in the filing of the Group Companies in accordance with any forms (including Form 8594 under Section 1060 of the Code Internal Revenue Code) with respect to the Allocated Asset Values, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Closing Cash Consideration, and (b) file all federal, state and local Tax Returns and related tax documents consistent with such Allocated Asset Values. (b) Notwithstanding anything to the Treasury Regulations thereunder contrary contained herein, the Buyer shall have the unilateral right from time to time to adjust the Allocated Asset Values (an “AAV Adjustment”) upon written notice to the Seller delivered on or before December 4, 2014, provided that (i) any AAV Adjustment shall not result in a change to the Initial Purchase Price and (ii) any similar provisions AAV Adjustment shall be proposed for a valid business purpose and not solely with the intent of state, local either (a) decreasing the costs payable by the Buyer pursuant to Section 3.9 hereof or non-U.S. Law, as appropriate(b) decreasing the overall Closing Cash Consideration payable by the Buyer in accordance with the allocation methodology attached as Appendix C terms hereof by (I) increasing the “Allocation Methodology”)Allocated Asset Value of an Acquired Property that is subject to an Purchase Option which is exercised or expected to be exercised or (II) decreasing the Allocated Asset Value of an Acquired Property that suffers a Casualty or Taking. Within sixty (60) days following Notwithstanding the determination of foregoing, in the Final Purchase Price pursuant to event that the Section 2.3, Buyer shall deliver to 3.9 Seller a proposed allocation of Costs actually exceed the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made Adjusted Closing Costs Threshold as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary AAV Adjustments made pursuant to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocationthis Section 3.6, Buyer and Seller will each prepare its own allocation Section 3.6 of the Final CIR I Purchase Price, amongst the assets Agreement or Section 3.6 of the Group CompaniesCIR III Purchase Agreement, to then the Initial Purchase Price shall be used increased by the amount by which such Party and its Affiliates, provided such allocation is reasonable and in accordance with closing costs exceed the CodeAdjusted Closing Costs Threshold.

Purchase Price Allocation. (a) The Final Purchase Price parties hereto shall allocate the Base Consideration (plus the portion of the Assumed Liabilities and any other relevant items required by Tax Law shall be allocated which are treated as purchase price for federal income tax purposes) and the Earn-Out Payments, if any, payable pursuant to Section 2.11 among the assets of the Group Companies transferred by Seller pursuant to this Agreement in accordance with the applicable provisions of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Price Allocation”). (b) Within one hundred fifty (150) days after the Closing (the “Price Allocation Preparation Period”), Buyer shall provide Seller with a statement (“Price Allocation Statement”) containing Buyer’s proposed Price Allocation; provided, however, that in the event that Seller fails to: (i) prepare and any similar provisions deliver to Buyer a balance sheet of state, local or non-U.S. Law, the Business as appropriate) of the Closing prepared in accordance with the allocation methodology attached as Appendix C GAAP (the “Allocation MethodologyClosing Balance Sheet”). Within ; (ii) adequately provide data and answer questions in assistance with the preparation by Buyer of an opening balance sheet of the Business as of immediately after the Closing in accordance with GAAP (the “Opening Balance Sheet”); or (iii) complete and deliver all requests from Buyer’s audit firm and other service providers to enable Buyer to complete an audit of the Opening Balance Sheet, in each case of clauses (i), (ii) and (iii) within sixty (60) days following after the determination of Closing, then the Final Purchase Price pursuant to Section 2.3, Buyer Allocation Preparation Period shall deliver to Seller a proposed allocation of automatically be extended one (1) day for each day after the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have date that is sixty (60) days following receipt after the Closing that Seller fails to deliver the Closing Balance Sheet, provide such data, answer such questions or complete or deliver such requests. If Seller does not notify Buyer of an objection to Buyer’s proposed Price Allocation within twenty (20) days after delivery thereof, Buyer’s proposed Price Allocation shall be deemed the “Final Price Allocation”. If within twenty (20) days after the delivery of the Proposed Tax Price Allocation Statement, Seller notifies Buyer in writing that Seller objects to propose any changes or indicate concurrence therewith Buyer’s proposed Price Allocation contained in accordance with the Price Allocation MethodologyStatement, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on shall use commercially reasonable efforts to resolve such allocation dispute within twenty (20) days of Seller’s written notification, and the “Agreed Allocation”) within such period, such Agreed Price Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately agreed to by Buyer and Seller with shall be deemed the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Final Price Allocation. In the event that Buyer and Seller also are unable to resolve such dispute within that twenty (20) day period, the dispute shall allocate and report any adjustments be referred for final determination to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e)Accounting Firm or, if such firm is not available, such other accounting firm selected by the mutual agreement of Buyer and any allocations made as a result Seller. The fees and disbursements of such adjustments third party shall become part be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller. The Final Price Allocation shall be adjusted, as appropriate, to reflect any payments made pursuant to this Agreement after the Closing Date. Each of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach shall timely file an Agreed IRS Form 8594 reflecting the Price Allocation for the taxable year that includes the Closing Date and make any timely filing required by applicable state or local Laws. Unless required by applicable Law, neither Buyer nor Seller shall take any position or permit any of its Affiliates to take any position inconsistent with the Final Price Allocation in the preparation of financial statements, the filing of any Tax Returns or in the course of any audit by any Taxing Authority, Tax review or Tax proceeding relating to any [*****] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Tax Returns. Any Cash Consideration Shortfall or Cash Consideration Excess determined pursuant to Section 2.9 shall be allocated in a manner consistent with the principles set forth on the Final Price Allocation, . (c) Buyer and Seller will each prepare its own allocation specifically intends that a portion of the Final Purchase Price, amongst Price be allocated to the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and non-competition provisions set forth in accordance with the CodeSection 6.5.

Purchase Price Allocation. (a) The Final Purchase Price and any other items required by Tax Law shall be allocated among all of Sellers in proportion to the assets relative fair market values of each of their Acquired Assets, net of their Assumed Liabilities. A pro rata portion of cash and Consideration Shares, if any, paid pursuant to this Agreement shall be deemed received by each Seller for each of its Acquired Assets, net of its Assumed Liabilities. (b) If a sale contemplated under this Agreement by a Seller to Buyer does not qualify as a transaction described in Section 368(a)(1)(G) of the Group Companies Code, then the portion of the Total Consideration allocated to that Seller shall be further allocated among the Seller's Acquired Assets, in accordance each case consistent with Section 1060 of the Code in the manner agreed to by Parent and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C Buyer (the “Allocation Methodology”"Allocation"). Within sixty (60) days following Not less than 25 Business Days prior to the determination of the Final Purchase Price pursuant to Section 2.3Closing Date, Buyer shall deliver to Seller Parent a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following Within 20 Business Days after receipt of the Proposed Tax Allocation proposed Allocation, Parent shall notify Buyer of any objections it has to propose any changes or indicate concurrence therewith in accordance with the proposed Allocation. If Parent fails to provide notice of its objection to the Allocation Methodologywithin the 20-day period, then the proposed Allocation will be deemed to be accepted by Sellers for purposes of this Section 6.3. After Buyer receives notice of any of Parent's objections to the Allocation, Parent and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt use their commercially reasonable efforts to reach agreement agree on the allocation within forty-five (45) days among Allocation on or prior to the assetsClosing Date. If Buyer and Seller reach agreement Parent cannot agree on such allocation the Allocation on or prior to the Closing Date, their disputes relating to the Allocation shall be submitted to arbitration before the Accounting Referee after the Closing. Where a dispute is submitted to the Accounting Referee under this Section 6.3, the Accounting Referee shall make its determination in writing as promptly as practicable (but in any case no later than 30 days from the “Agreed Allocation”) within such perioddate of engagement of the Accounting Referee regarding this dispute), such Agreed which shall be binding upon the parties hereto. The cost of the Accounting Referee's review and determination shall be borne equally by Buyer and Parent. Sellers and Buyer shall cooperate in filing with the IRS their respective Forms 8594 as provided for in Section 1060 of the Code on a basis consistent with the Allocation and, except to the extent otherwise precluded by law, the Allocation shall be reflected on a completed IRS Form 8594 (and all other any Tax Returns as applicable), which form shall Return required to be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Codetransactions contemplated hereby.