Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. (i) The Parties acknowledge and agree that the purchase and sale of the Membership Interests shall be treated, for federal income tax purposes, as the purchase and sale of the assets, including partnership interests in certain Subsidiaries and Minority-Interest Entities, of the Target, subject to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d) of the Code. The Buyer will send Seller a schedule with the proposed Purchase Price allocation within thirty (30) days after Closing, and Seller will have thirty (30) days to object. The Parties will attempt to work out any disagreements within another thirty (30) days, but failing agreement, the issues will be submitted for resolution to an Accountant selected jointly by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustment, Buyer and Seller will cooperate in good faith to agree on how the adjustment will be allocated for tax purposes among each of the assets of the Target, and Purchase Price allocation schedule will be amended accordingly. In the event that Buyer and Seller do not agree on how to allocate the adjustment, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, and the schedule will be amended accordingly. (iii) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims and other statements in a manner consistent with the purchase price allocation schedule and (ii) will not, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request by the other Party to aid in the filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authorities.

Purchase Price Allocation. (i) The Parties acknowledge and agree that Promptly after Completion, the purchase and sale Buyer shall prepare or cause to be prepared a proposed allocation of the Membership Interests shall be treatedConsideration, for federal income tax purposes, (as the purchase and sale of the assets, including partnership interests in certain Subsidiaries and Minority-Interest Entities, of the Target, subject to the increased by applicable liabilities of the Target Group and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d) of the Code. The Buyer will send Seller a schedule with the proposed Purchase Price allocation within thirty (30) days after Closingother relevant items), and Seller will have thirty (30) days to object. The Parties will attempt to work out any disagreements within another thirty (30) dayssolely for United States federal income Tax purposes, but failing agreement, the issues will be submitted for resolution to an Accountant selected jointly by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustment, Buyer and Seller will cooperate in good faith to agree on how the adjustment will be allocated for tax purposes among each of amongst the assets of the TargetGroup using the residual method described in Section 1060 of the United States Internal Revenue Code of 1986, and as amended (the “United States Purchase Price allocation schedule Allocation”). If the Seller disagrees with the proposed United States Purchase Price Allocation, then it shall deliver a notice of such disagreement to the Buyer within 20 business days after the Buyer’s delivery of the proposed United States Purchase Price Allocation. Any such notice shall specify those items or amounts as to which the Seller disagrees and the Seller shall be deemed to have agreed with all other items and amounts contained in the proposed United States Purchase Price Allocation. After the Seller’s delivery of a notice of disagreement, the Buyer and the Seller shall negotiate in good faith for 20 business days and shall endeavor to agree on all otherwise unagreed items or amounts with respect to the proposed United States Purchase Price Allocation. If the Buyer and the Seller are unable to agree on the unagreed items within the specified time period, then the Buyer and the Seller jointly shall select and engage an internationally-recognized independent accounting firm with expertise in the relevant areas (the “Independent Firm”) to resolve remaining disagreements with respect to the proposed United States Purchase Price Allocation. The Buyer and the Seller shall jointly request that the Independent Firm resolve the disagreements in an expedited manner. The proposed United States Purchase Price Allocation will be amended accordingly. In to reflect the event that decision of the Independent Firm, if any, together with items and amounts as to which the Buyer and the Seller do not agree on how had previously agreed (or were deemed to allocate agree) and will become the adjustmentfinal United States Purchase Price Allocation. The fees, expenses and other reasonable costs of the adjustment will Independent Firm shall be allocated among Target’s assets in borne equally by the same proportion as the amounts originally allocated to such assets on the Closing Date, Seller and the schedule will be amended accordingly. Buyer. The parties (iiiand their Affiliates) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete shall file all United States federal income tax returns, reportsincluding Internal Revenue Service Form 8594, forms, declarations, claims and other statements in a manner consistent with the purchase price allocation schedule United States Purchase Price Allocation, unless otherwise required by law. Any adjustment to the Consideration shall be allocated as provided by United States federal tax regulation sections 1.1060-1(c)(2) and (ii) will not, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request by the other Party to aid in the filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authorities1.338-7.

Purchase Price Allocation. (ia) The Parties acknowledge parties have agreed upon the amount of the Preliminary Allocated Price for the Seller’s interest in each of the Hotels, the Management Interest and the Minority Owned Entities, which amounts are set forth on Schedules 2.1(a)-(e). The Buyer and the Seller agree that where the purchase and sale Preliminary Allocated Price of any Hotel is a negative value, the Membership Interests Closing Allocated Price shall be treated, $0.00 for United States federal income tax purposes, as and such aggregate negative value shall be allocated pro rata among the purchase other Hotels, the Management Interest and sale the Minority Owned Entities being purchased hereunder based on the Preliminary Allocated Prices of the assets, including partnership interests in certain Subsidiaries and Minority-Interest Entities, of the Target, subject such other interests. By written notice to the liabilities of Seller given not less than ten (10) Business Days prior to the Target and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d) of the Code. The Buyer will send Seller a schedule with the proposed Purchase Price allocation within thirty (30) days after Closing, and Seller will have thirty the Buyer may modify the Preliminary Allocated Price for any such interest within the range permitted in Schedules 2.1(a)-(e), as applicable (30) days to object. The Parties will attempt to work out any disagreements within another thirty (30) dayseach such Preliminary Allocated Price as modified the “Closing Allocated Price”), but failing agreementprovided, however, that the issues will total amount of all Closing Allocated Prices shall at all times equal the Unadjusted Purchase Price, as it may be submitted for resolution to an Accountant selected jointly by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3the terms of this Agreement. The Closing Allocated Price of each property shall be set forth on Schedules 2.1(a)-(e), thenwhich shall be delivered by the Buyer to the Seller at Closing, within thirty (30) days after provided, however, that to the adjustmentextent such allocations result in change in the total amount of Transfer Taxes allocated to the Seller as set forth on Schedule 3.9, Buyer and Seller will cooperate in good faith to agree on how such difference shall be borne by the adjustment will be allocated for tax purposes among each of the assets of the Target, and Purchase Price allocation schedule will be amended accordinglyBuyer. In the event that Buyer and Seller do not agree on how to allocate the adjustmentof any purchase price adjustment hereunder, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, Seller and the schedule will be amended accordinglyBuyer agree to adjust any previously agreed purchase price allocation to reflect such purchase price adjustment and to file Tax Returns consistent with such agreed allocation. (iiib) The Buyer and the Seller (i) willagree that the Closing Allocated Price for each Hotel Interest shall be adjusted to reflect the Adjusted Purchase Price as determined at the Closing. For each Hotel Interest the purchase of which is treated as an asset purchase for United States federal income tax purposes, the Adjusted Purchase Price, as so adjusted, plus any liabilities attributable to such Hotel Interest that are liabilities for United States tax purposes, shall be allocated for federal income tax purposes among the assets acquired thereby as agreed to by the parties and, if no agreement is reached, as reasonably determined by each of the parties. Subject to the requirements of applicable Law, the Buyer and the Seller, and will cause each of their respective Affiliates toAffiliates, complete shall file all tax returnsTax Returns, reports, forms, declarations, claims and other statements in a manner consistent with the Closing Allocated Price adjusted to take into account purchase price adjustments at the Closing and with any other allocation that is agreed in respect of a particular Hotel Interest. In the event of any purchase price adjustment hereunder, the Seller and the Buyer agree to adjust any previously agreed purchase price allocation schedule to reflect such purchase price adjustment and (ii) will not, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other to file Tax audit. Buyer and Seller will cooperate Returns consistent with any reasonable request by the other Party to aid in the filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiessuch agreed allocation.

Purchase Price Allocation. (ia) On or before the Closing Date, the parties shall agree to a percentage apportionment of the Closing Purchase Price among the Transferred Entities, which percentage and associated allocations of the Closing Purchase Price shall be set forth on Schedule 7.10(a). The Parties acknowledge and agree that Final Net Working Capital Adjustment Amount of each Transferred Entity shall be allocated to the shares of such Transferred Entity (so as to increase the purchase and sale price for the shares of the Membership Interests relevant Transferred Entity, if positive, or reduce such purchase price, if negative). The amount of any payment pursuant to Schedule 1.6, any Contingent Payments made pursuant to Section 1.7 and the payment of any Post-Closing True-Up Payments or Subsequent Payments shall be treated, for federal income tax purposes, allocated among the Transferred Entities in the same percentage as the Closing Purchase Price was allocated. Each of Buyer and Seller and their respective Affiliates shall use the purchase and sale price determined for each set of shares in the assets, including partnership interests in certain Subsidiaries and Minority-Interest Entities, of the Target, subject to the liabilities of the Target and of its Subsidiaries and Minority-Interest Transferred Entities in accordance with the provisions of this Section 752(d7.10(a) for purposes of all relevant Tax Returns, reports and filings and neither Buyer nor Seller shall take any position that is inconsistent therewith unless otherwise required by Applicable Law. (b) Within 75 days after the Closing, Buyer shall provide Seller with an allocation of the Code. The Buyer will send Seller a schedule Closing Purchase Price among the assets of each Transferred Entity (such allocation the “Closing Purchase Price Allocation”), which allocation shall be consistent with the proposed allocation set out on Schedule 7.10(a). To the extent that any adjustments to the Closing Purchase Price are made pursuant to Sections 1.1, 1.4 or 1.6, Buyer shall provide Seller with a revised allocation of the Purchase Price among the assets of the Transferred Entities (the “Final Purchase Price Allocation”) within thirty (30) days of such adjustment. Additional items included in the Final Purchase Price Allocation shall be allocated among the Transferred Entities in the manner described in Section 7.10(a). If Seller has any objections to the Final Purchase Price Allocation, Seller shall deliver to Buyer, within five (5) days after delivery of the Final Purchase Price Allocation by Buyer, a statement setting forth Seller’s objections and the reasons for so objecting. Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve any dispute. If Buyer and Seller are unable to resolve Seller’s objections within thirty (30) days after Closing, and Seller will have thirty (30) days delivery of Seller’s objections to object. The Parties will attempt to work out any disagreements within another thirty (30) days, but failing agreement, the issues will be submitted for resolution to an Accountant selected jointly by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustmentBuyer, Buyer and Seller will cooperate in good faith shall jointly retain the Independent Accounting Firm to agree on how resolve the adjustment will be allocated for tax purposes among each disputed items. Upon resolution of the assets disputed items, the allocation reflected on the Final Purchase Price Allocation shall be adjusted to reflect such resolution. The costs, fees and expenses of the Target, Independent Accounting Firm shall be borne equally by Buyer and Seller. The Final Purchase Price allocation schedule Allocation will be amended accordinglyto reflect any adjustments to the Purchase Price occurring after the Final Purchase Price Allocation is agreed to, including payments made pursuant to Schedule 1.6, Section 7.4, Section 8.2 and Annex B, any Contingent Payment made pursuant to Section 1.7 and the payment of the Subsequent Payments, and such adjustments shall be consistent with the allocation described in Section 7.10(a). In the event that Each of Buyer and Seller do not agree on how to allocate the adjustment, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, and the schedule will be amended accordingly. (iii) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete shall use the Final Purchase Price Allocation (as so amended) for purposes of all tax returns, reports, forms, declarations, claims and other statements in a manner consistent with the purchase price allocation schedule and (ii) will not, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request by the other Party to aid in the filing of relevant Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiesand filings and neither Buyer nor Seller shall take any position that is inconsistent therewith unless otherwise required by Applicable Law.

Purchase Price Allocation. (i) The Parties acknowledge Purchaser and Seller agree that the purchase and sale Purchase Price, but only including the amount of assumed liabilities that are liabilities for income tax purposes (the “Tax Purchase Price”) shall be allocated among the Purchased Assets, other than Seller’s interest in the minerals in place, based upon their respective, mutually agreed upon fair market values which shall equal the net book value of the Membership Interests machinery and equipment transferred by Seller to Purchaser, as determined using the books and records of the Cxxxxx Joint Venture, the agreed fair market value of minerals treated as “inventory” under GAAP transferred by Seller to Purchaser and held by the Cxxxxx Joint Venture at the time of Closing (provided such inventory is not required to be distributed to Seller pursuant to the Joint Venture Agreement), and the net book value, as determined using the books and records of the Cxxxxx Joint Venture, of any other tangible assets not considered an interest in the minerals in place. All remaining Tax Purchase Price shall be treated, treated as a lease bonus paid for federal income tax purposesthe transfer of Seller’s interests in minerals in place subject to the reserved Royalty described in Section 2.3. The amount treated as a lease bonus shall be allocated, as the purchase Purchaser shall determine in the exercise of its reasonable discretion, between fee or leased properties (including patented claims) and sale unpatented claims in which Seller has an economic interest in the minerals in place. The allocation of the assetsTax Purchase Price to tangible property and lease bonus payment shall be set forth on the allocation schedule attached hereto as Exhibit C (the “Allocation Schedule”) and the allocation and characterization set forth in this paragraph shall be used by Purchaser and Seller for all applicable tax purposes and in all filings, including partnership interests in certain Subsidiaries declarations and Minority-Interest Entities, of the Target, subject to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d) of the Code. The Buyer will send Seller a schedule reports with the proposed Purchase Price allocation within thirty (30) days after Closing, IRS in respect thereof. Both Seller and Seller will have thirty (30) days Purchaser agree to object. The Parties will attempt to work out any disagreements within another thirty (30) days, but failing agreement, the issues will be submitted for resolution to an Accountant selected jointly by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustment, Buyer act reasonably and Seller will cooperate in good faith to agree on how complete the adjustment will be allocated for tax purposes among each of the assets of the TargetAllocation Schedule by February 29, and Purchase Price allocation schedule will be amended accordingly. In the event that Buyer and Seller do not agree on how to allocate the adjustment, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, and the schedule will be amended accordingly2008. (iii) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims and other statements in a manner consistent with the purchase price allocation schedule and (ii) will not, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request by the other Party to aid in the filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authorities.

Purchase Price Allocation. (ia) The Parties acknowledge Sellers and Buyer agree that the purchase and sale Purchase Price, including the assumption of the Membership Interests shall Assumed Liabilities, will be treated, for federal income tax purposes, as allocated to the purchase and sale Assets of the assets, including partnership interests in certain Subsidiaries Canadian Seller and Minority-Interest Entities, to the Assets of the Target, subject to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities US Seller in accordance with Section 752(d) of Exhibit G (the Code. The Buyer will send Seller a schedule with "Allocation Schedule"), subject only to the proposed Purchase Price allocation within thirty (30) days after ClosingClosing Date Working Capital Adjustment Amount and the Post-Closing Working Capital Adjustment Amount as provided for in Sections 2.11 and 2.12(d), and Seller will have thirty (30) days to object. The Parties will attempt to work out any disagreements within another thirty (30) days, but failing agreement, the issues will be submitted for resolution to an Accountant selected jointly by the Partiesrespectively. (iib) If Sellers and Buyer agree to further allocate the allocations of the Purchase Price is adjusted pursuant made in the Allocation Schedule to Section 2.3various sub-categories of assets of the Sellers within each Seller asset category listed in the Allocation Schedule in accordance with the fair market value thereof at the Closing Date. For certainty, thenhowever, there will be no change in the allocations of Purchase Price amongst asset categories as listed in the Allocation Schedule. Buyer shall, within thirty (30) days after the adjustmentPost-Closing Working Capital Adjustment Amount has been accepted by the Sellers in accordance with Section 2.12(d), prepare and deliver to Sellers for their review a Post-Closing Allocation schedule allocating to Seller asset sub-categories the allocations of Purchase Price made in the Allocation Schedule in accordance with this Section 2.7. Sellers shall review the Post-Closing Allocation Schedule and provide any objections to Buyer within thirty (30) days after the receipt thereof. In the event Sellers do not object in writing to the Post-Closing Allocation Schedule within thirty (30) days after their receipt of the Post-Closing Allocation Schedule, then the allocation therein shall be the final allocation (the "Final Allocation") and shall be binding and conclusive on Buyer and Seller Sellers. To the extent that Sellers do not approve of the Post-Closing Allocation Schedule, then (i) Sellers shall raise any objections to the Post-Closing Allocation Schedule in writing and in reasonable detail within thirty (30) days of their receipt thereof and (ii) Buyer and Sellers will cooperate negotiate in good faith to resolve such objections. If Buyer and Sellers are unable to agree on how the adjustment will allocation within thirty (30) days after Sellers raise such objections or such longer period as may be allocated mutually agreed to by the parties, then the remaining disputed items in the Post-Closing Allocation Schedule shall be submitted for tax purposes among each resolution to the Independent Accountants. The fees and expenses of the assets Independent Accountants shall be borne equally by Sellers and Buyer. The Independent Accounts shall determine only those matters in dispute based solely on presentations of the Target, and Purchase Price allocation schedule will be amended accordingly. In the event that Buyer and Seller do Sellers and not agree on how to allocate the adjustmentby independent review. Promptly, but not later than thirty (30) days after its acceptance of appointment hereunder, the adjustment will Independent Accountants shall render a report as to the disputed matters. The Final Allocation shall be allocated among Target’s assets based on the determinations made in the same proportion Independent Accountants' report and, to the extent not inconsistent with such report, the Post-Closing Allocation Schedule, as the amounts originally allocated to such assets on the Closing Date, amended by any differing resolution of disputed items by Buyer and the schedule will be amended accordinglySellers. (iiic) The Closing Date Working Capital Adjustment Amount and Post-Closing Working Capital Adjustment Amount shall be allocated to the Working Capital of the Canadian Seller and to the Working Capital of the US Seller pro rata to the Closing Date Working Capital Amount of each Seller stated in the Closing Balance Sheets. (d) Sellers and Buyer and Seller agree (i1) willto report the U.S. federal, Canadian federal, state, provincial, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims local income and other statements Tax consequences of the Contemplated Transactions in a manner consistent with the purchase price allocation schedule Allocation Schedule and to timely and properly prepare, execute, file and deliver all such documents, forms, and other information as either Buyer or Sellers may reasonably request and (ii2) will notnot to take any position (whether in audits, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request by the other Party to aid in the filing of Tax Returns, reports refund claims, litigation or other similar matters otherwise) that is inconsistent with the Allocation Schedule unless required to do so by any applicable Legal Requirement. (e) Sellers and Buyer confirm that the allocations of the Purchase Price in the Allocation Schedule are intended to be the fair market value of the particular Assets immediately prior to the Closing Date and that they have made reasonable efforts to estimate the fair market value of the particular Assets immediately prior to the Closing Date. In the event that any tax authority having jurisdiction should make a final determination which is not contested by the parties or handling should a Court of inquiries from Tax authoritiesfinal instance determine, at any time hereafter, that the fair market value of any particular Asset as of the Closing Date is less than or greater than the applicable allocation of Purchase Price stipulated in the Allocation Schedule, the allocations of the Purchase Price stipulated in the Allocation Schedule shall be automatically adjusted nunc pro tunc to conform with such fair market value as finally determined and all necessary or desirable adjustments shall be made. The allocations of the Purchase Price as so adjusted will be deemed to be and always to have been the allocations of the Purchase Price for the Assets.

Purchase Price Allocation. (ia) The Parties acknowledge Buyer and agree Seller shall negotiate with a view to completing no later than the Closing Date the drafting of a schedule that allocates the purchase Base Price and sale the liabilities of the Membership Interests shall be treated, Acquired Companies that are considered assumed for federal income tax purposes, as purposes (plus other relevant items) among the purchase and sale Assets of the assetsAcquired Companies. Following the Closing Date, including partnership interests in certain Subsidiaries and Minority-Interest Entities, the event of the Target, subject an adjustment to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d) of the Code. The Buyer will send Seller a schedule with the proposed Purchase Base Price allocation within thirty (30) days after Closing, and Seller will have thirty (30) days to object. The Parties will attempt to work out any disagreements within another thirty (30) days, but failing agreement, the issues will be submitted for resolution to an Accountant selected jointly by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.32.4 or the payment of any Earnout Payment pursuant to Section 2.6, then, Buyer and Seller shall negotiate with a view to completing (within thirty (30) days after the adjustmentdate of such adjustment or payment) the drafting of a revised schedule that allocates such adjustment or payment, together with any prior allocation determined pursuant to this Section 2.7 among the Assets of the Acquired Companies. Any allocation schedule described above in this Section 2.7(a) shall be reasonable and shall be prepared in accordance with Section 1060 of the Code. Buyer and Seller will cooperate shall endeavor in good faith to agree on how resolve any disagreement in connection with the adjustment will be allocated for tax purposes among each negotiation and drafting of the assets of the Target, and Purchase Price any allocation schedule will be amended accordingly. In the event that contemplated by this Section 2.7(a). (b) If Buyer and Seller are unable to resolve any disagreement as to allocations by the expiration of the applicable target date or time noted in Section 2.7(a), and do not agree on how to allocate extend the adjustmentperiod for such negotiated determination of the allocation in question, then they shall submit the adjustment will open allocation issue(s) to the Independent Accountants who, acting as experts and not arbitrators, shall examine each of Buyer’s and Seller’s proposed allocation(s), including reasons therefor and any relevant backup documentation provided in respect thereof, and shall determine the allocation(s) to be allocated among Target’s assets made. The Independent Accountants shall only decide the specific allocation items under dispute and their decision for each allocation item must be within the range of values assigned to each such item in the same proportion respective submissions of Buyer and Seller. The fees and expenses of the Independent Accountants shall be shared equally by Seller and Buyer. The Independent Accountants shall make a determination as the amounts originally allocated to soon as practicable within thirty (30) days (or such assets on the Closing Dateother time as Buyer and Seller shall agree in writing) after their engagement under this Section 2.7(b), and their determination of the schedule will allocation(s) in question shall be amended accordinglyconclusive and binding upon Seller and Buyer. For the sake of clarity, any allocation item not disputed by Buyer or Seller shall not be subject to review or determination by the Independent Accountants. (iiic) Buyer and Seller The Parties (ias applicable) will, and will cause each of agree to file their respective Affiliates to, complete all tax returnsapplicable Tax Returns, reports, and forms, declarationsincluding IRS Form 8594, claims and other statements in a manner consistent with the purchase price Purchase Price allocation schedule (including any amendment thereto) as determined in accordance with the foregoing provisions of this Section 2.7, and no Party shall (i) take any position in any Tax Return, report, or form, including any amendment thereto, or (ii) will not, and will cause each of their respective Affiliates not to, make reach any inconsistent statement settlement or adjustment on any returns or during the course agreement in respect of any Internal Revenue Service or other Tax auditaudit which is inconsistent with such allocation unless such inconsistency is mandated by applicable Law. Buyer and Seller will cooperate with any reasonable request If such inconsistency is mandated by applicable Law, the Party taking such position shall provide prompt written notice to each other Party to aid in of such inconsistency and its effect on the filing Parties’ agreed upon allocation of Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiesthe Purchase Price.

Purchase Price Allocation. (iSet forth on Schedule 7.7(b) The Parties acknowledge and agree that is an allocation schedule showing the purchase and sale allocation of the Membership Interests shall be treated, for federal income tax purposes, as the purchase and sale of the assets, including partnership interests in certain Subsidiaries and Minority-Interest Entities, of the Target, subject to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d) of the Code. The Buyer will send Seller a schedule with the proposed Purchase Price allocation within thirty (30) days after Closing, and Seller will have thirty (30) days to object. The Parties will attempt to work out any disagreements within another thirty (30) days, but failing agreement, the issues will be submitted for resolution to an Accountant selected jointly by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty among the Company Shares for all the Companies (30) the “First Tax Allocation Schedule”). Within 90 days after the adjustment, Buyer and Seller will cooperate in good faith to agree on how the adjustment will be allocated for tax purposes among each of the assets of the Target, and Purchase Price allocation schedule will be amended accordingly. In the event that Buyer and Seller do not agree on how to allocate the adjustment, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, Buyer will prepare and deliver to Individual, with respect to each S Corp for which a Section 338(h)(10) Election is made (and with respect to CalPly), an allocation schedule showing the allocation among the assets of each such S Corp (and CalPly) of the portion of the Purchase Price (and separately showing any and all other capitalized costs) allocated to that S Corp (and CalPly) under the applicable First Tax Allocation Schedule and the schedule will be amended accordingly. liabilities of such S Corp (iiiand CalPly) Buyer taken into account as part of the consideration for the assets of such S Corp (and Seller CalPly) in the hypothetical sale of assets pursuant to Section 338(h)(10) of the Code (iand under Treas. Reg. 1.1361-5(b) will, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims and other statements in a manner consistent with Sections 338 and 1060 of the purchase price allocation schedule Code and the Treasury Regulations thereunder and other applicable Law (as finalized pursuant hereto, the “Second Tax Allocation Schedule” and together with the First Tax Allocation Schedule, the “Allocation Schedules”). Any amount paid to Sellers out of Escrowed Funds will be allocated to good will and going concern value of CalPly. The allocations set forth in the Second Tax Allocation Schedule will be binding upon Sellers except to the extent (i) determined otherwise pursuant to a final determination (as defined in Section 1313(a) of the Code or corresponding provisions of state or local Law, as applicable) or (ii) will not, and will cause each Sellers receive a written opinion of their respective Affiliates not to, make any inconsistent statement a nationally recognized law firm or adjustment on any returns or during accounting firm to the course of any Internal Revenue Service or other effect that compliance with the Second Tax auditAllocation Schedule would subject Sellers to Tax penalties. Buyer and Seller Sellers will cooperate report and file Tax Returns (including IRS Form 8883) in all respects and for all purposes consistent with such Allocation Schedules. Sellers and Buyer will use commercially reasonable efforts to provide each other with such information and documentation as reasonably required to prepare any reasonable request Allocation Schedule. Neither Buyer nor Sellers will take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such Allocation Schedules unless required to do so by the other Party to aid in the filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiesLaw.

Purchase Price Allocation. (i) The Parties acknowledge and agree that to treat for federal income tax purposes the purchase and sale of the Membership Interests shall be treated, as a purchase of assets by the Purchaser in exchange for the Purchase Price plus the assumption of liabilities to the extent treated as purchase price for federal income tax purposesTax purposes (the “Adjusted Purchase Price”), as the purchase and a sale of Membership Interests by the assetsSellers for the Purchase Price, including partnership interests unless otherwise required by a taxing Authority, which Purchase Price is subject to adjustment as described herein. Annex 6.2(d) sets forth the methodology to be used in certain Subsidiaries and Minority-Interest Entities, connection with the allocation of the Target, subject to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d) of the Code. The Buyer will send Seller a schedule with the proposed Adjusted Purchase Price allocation within thirty (30) days after Closing, and Seller will have thirty (30) days to objectthe methodology on such adjusted schedule being the “Final Purchase Price Allocation Methodology”). The Parties will attempt hereto agree that, to work out the extent any disagreements within another thirty liabilities are assumed in such deemed asset purchase that would have been deductible if paid by the Company prior to the Closing, such assumption shall be treated as deemed additional Purchase Price and a deemed payment of such liability by the Company immediately prior to the Closing, reportable by the Company (30in the case of such deduction) days, but failing agreementon its final Pre-Closing Tax Period income Tax Returns. Subject to the first sentence of this Section 6.2(d), the issues will be submitted for resolution to an Accountant selected jointly by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustment, Buyer and Seller will cooperate in good faith to agree on how the adjustment will be allocated for tax purposes among each of the assets of the Target, and Purchase Price allocation schedule will be amended accordingly. In the event that Buyer and Seller do not agree on how to allocate the adjustmentPurchaser, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing DateCompany, and the schedule will be amended accordingly. (iii) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete Sellers shall file all tax returns, reports, forms, declarations, claims and other statements Tax Returns in a manner consistent with the purchase price allocation schedule and (ii) will notFinal Purchase Price Allocation Methodology, and will cause each Sellers shall provide copies of their respective Affiliates not toall Tax Returns including an allocation consistent with the Final Purchase Price Allocation Methodology to Purchaser at least thirty calendar days prior to filing, and shall make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request such revisions as are reasonably requested by the Purchaser; provided that such revisions are consistent with Annex 6.2(d). The Parties hereto also agree that (x) shares of Common Stock issued at Closing and assumption of liabilities are being paid for assets other Party than goodwill and going concern value (“Hard Assets”), to aid the extent of the value of the Hard Assets, and that (y) all other payments are being paid in the filing consideration solely of Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiesgoodwill and going concern value.

Purchase Price Allocation. (a) The Parties agree that the Initial Purchase Price shall be allocated among the CIR III Properties as set forth in Annex C attached hereto (the “Allocated Asset Values”) and the Buyer and the Sellers 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 Sellers shall, and shall cause their respective Subsidiaries to, file all federal, state and local Tax Returns and related tax documents consistent with such Allocated Asset Values. (b) Notwithstanding anything to the 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 Sellers delivered on or before December 4, 2014, provided that (i) The Parties acknowledge and agree that the purchase and sale of the Membership Interests any AAV Adjustment shall be treated, for federal income tax purposes, as the purchase and sale of the assets, including partnership interests not result in certain Subsidiaries and Minority-Interest Entities, of the Target, subject a change to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d) of the Code. The Buyer will send Seller a schedule with the proposed Initial Purchase Price allocation within thirty (30) days after Closing, and Seller will have thirty (30) days to object. The Parties will attempt to work out any disagreements within another thirty (30) days, but failing agreement, the issues will be submitted for resolution to an Accountant selected jointly by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustment, Buyer and Seller will cooperate in good faith to agree on how the adjustment will be allocated for tax purposes among each of the assets of the Target, and Purchase Price allocation schedule will be amended accordingly. In the event that Buyer and Seller do not agree on how to allocate the adjustment, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, and the schedule will be amended accordingly. (iii) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims and other statements in a manner consistent with the purchase price allocation schedule and (ii) will notany AAV Adjustment shall be proposed for a valid business purpose and not solely with the intent of either (a) decreasing the costs payable by the Buyer pursuant to Section 3.9 hereof or (b) decreasing the overall Closing Cash Consideration payable by the Buyer in accordance with the terms hereof by (I) increasing the Allocated Asset Value of an CIR III Property that is subject to a Purchase Option which is exercised or expected to be exercised or (II) decreasing the Allocated Asset Value of a CIR III Property that suffers a Casualty or Taking. Notwithstanding the foregoing, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during in the course event that the Section 3.9 Seller Costs actually exceed the Adjusted Closing Cost Threshold as a result of any Internal Revenue Service AAV Adjustments made pursuant to this Section 3.6, Section 3.6 of the CIR I Purchase Agreement or other Tax audit. Buyer and Seller will cooperate with any reasonable request Section 3.6 of the CIR II Purchase Agreement, then the Initial Purchase Price shall be increased by the other Party to aid in amount by which such closing costs exceed the filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiesAdjusted Closing Cost Threshold.

Purchase Price Allocation. (ia) The Parties acknowledge Purchase Price shall be allocated among the Purchased Assets in accordance with the applicable provisions of Section 1060 of the Code and the parties, therefore, agree that the purchase and sale fair market value of the Membership Interests Purchased Assets and the Assumed Liabilities (or groups of such assets) is set forth in Exhibit K, as such allocation shall be treatedadjusted by the mutual, for federal income tax purposes, as the purchase and sale reasonable agreement of the assets, including partnership interests in certain Subsidiaries and Minority-Interest Entities, of the Target, subject to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d) of the Code. The Buyer will send Seller a schedule with the proposed Purchase Price allocation parties within thirty (30) days after Closing, and Seller will have thirty (30) days to object. The Parties will attempt to work out any disagreements within another thirty (30) days, but failing agreement, the issues will be submitted for resolution to an Accountant selected jointly by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) calendar days after the adjustmentClosing Date to ensure the accurate recording of liabilities and based on any changes in the respective asset and liability balances set forth in the Reference Date Statement of Net Assets as compared to those respective asset and liability balances set forth in the Closing Date Balance Sheet (the “Purchase Price Allocation”), Buyer and Seller will cooperate in good faith to agree on how the adjustment will which Purchase Price Allocation shall be allocated for tax purposes among binding upon each of ADP and Purchaser for all purposes, including financial accounting and Tax purposes. ADP and Purchaser shall file all Tax Returns and report the assets federal, state, municipal, local and other Tax consequences of the Target, purchase and Purchase Price allocation schedule will be amended accordingly. In the event that Buyer and Seller do not agree on how to allocate the adjustment, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, and the schedule will be amended accordingly. (iii) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims and other statements sale hereunder in a manner consistent with the purchase price allocation schedule Purchase Price Allocation and shall not take any position inconsistent therewith in connection with any Tax Return, Claim or otherwise. The parties shall each execute and timely file an IRS Form 8594 consistent with such Purchase Price Allocation, after exchanging mutually acceptable drafts of such form (iiand any equivalent state, local or foreign Tax forms). Notwithstanding the foregoing, Purchaser’s cost of the Purchased Assets may differ to the extent necessary to reflect Purchaser’s capitalized acquisition costs and adjustments for the Purchased Assets. (b) will notEach party shall provide prompt written notice to the other within ten (10) Business Days if it receives any IRS (or any other Tax authority) notice, proposed audit, proposed assessment, assessment or other communication relating to the Purchase Price Allocation. ADP and will cause each Purchaser shall jointly control any such related Action taken in connection with any audit or assessment of the Purchase Price Allocation by any Tax authority (including selection of counsel), at their respective Affiliates not toown expense. The parties shall have the right to participate in any Actions related thereto and to employ counsel at their own expense, subject to the parties’ obligations in Section 2.8(a) above. The parties shall cooperate in the defense and shall make any inconsistent statement or adjustment available records and information that are reasonably relevant to the Claim and make employees available on any returns or during the course a mutually convenient basis to provide additional information and explanation of any Internal Revenue Service materials provided. Neither ADP nor Purchaser shall admit any liability or other Tax audit. Buyer and Seller will cooperate with settle, compromise or discharge any reasonable request by such Claim without the other Party party’s prior written consent, which consent shall not be unreasonably withheld. ADP and Purchaser shall act reasonably and in good faith to aid in the filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiescoordinate their joint efforts under this Section 2.8(b).

Purchase Price Allocation. The Purchase Price, as adjusted by Section 2.2 and increased by (i) The Parties acknowledge and agree that the purchase and sale any liabilities of the Membership Companies outstanding as of the Closing and treated as assumed by Buyer for tax purposes and (ii) any other amounts treated as consideration paid for the LLC Interests shall be treated, for federal income tax purposes, as shall be allocated among the purchase assets of Lodi Gas and sale Lodi Development for the purposes of Section 1060 of the assets, including partnership interests Code as set forth in certain Subsidiaries and Minority-Interest Entities, of this Section 10.7 (the Target, subject to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d) of the Code. The Buyer will send Seller a schedule with the proposed “Purchase Price allocation within thirty (30) days after Closing, and Seller will have thirty (30) days to objectAllocation”). The Parties will attempt to work out any disagreements within another thirty (30) days, but failing agreement, the issues will be submitted for resolution to an Accountant selected jointly by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustment, Buyer and Seller will cooperate in good faith agree to agree on how the adjustment will be allocated for tax purposes among each of the assets of the Target, complete and Purchase Price allocation schedule will be amended accordingly. In the event that Buyer and Seller do not agree on how attach Internal Revenue Service Form 8594 to allocate the adjustment, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, and the schedule will be amended accordingly. (iii) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims and other statements Tax Returns in a manner consistent with the purchase price allocation schedule Purchase Price Allocation and otherwise to be bound by such Purchase Price Allocation (ii) will notincluding the preparation of all books, records, and will cause each filings) unless otherwise required by Law. In consultation with Buyer, Seller shall prepare an initial Purchase Price Allocation (based upon the Initial Purchase Price and any adjustments known to Seller) and send it to Buyer no later than forty-five (45) days prior to Seller’s best estimate of their respective Affiliates not tothe expected Closing Date. Buyer shall review the proposed Purchase Price Allocation and either consent to such Purchase Price Allocation or request necessary modifications within fifteen (15) days of receipt of such initial Purchase Price Allocation. If Seller agrees with Buyer’s suggested modifications, then Seller shall make any inconsistent statement or adjustment on any returns or during Buyer’s requested modifications and the course of any Internal Revenue Service or other Tax auditPurchase Price Allocation shall be adjusted only to the extent necessary to account for the final adjustments to the Initial Purchase Price pursuant to Section 2.2. If Buyer and Seller will cooperate with are unable to agree upon the Purchase Price Allocation (or any reasonable modification or amendment to the final or any interim Purchase Price Allocation), Seller and Buyer shall attempt to resolve their differences as soon as possible, but in all events prior to the Closing Date. If Buyer and Seller are unable to agree upon the Purchase Price Allocation at least twenty (20) days prior to the Closing Date, Buyer and Seller shall jointly request that the Neutral Auditor resolve any issues by or before the other Party Closing Date. Notwithstanding anything in this Agreement to aid the contrary, the fees and expenses of the Neutral Auditor in resolving the filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiesdispute shall be borne 50% by Buyer and 50% by Seller.

Purchase Price Allocation. (ia) The Parties acknowledge and agree that For all Tax purposes, the purchase and sale Total Purchase Price, increased by the portion of the Membership Interests shall be treated, Assumed Liabilities that is treated as consideration for the Transferred Assets for federal income tax purposes, as the purchase and sale of the assets, including partnership interests in certain Subsidiaries and Minority-Interest Entities, of the Target, subject shall be allocated to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities Transferred Assets in accordance with Section 752(d) 1060 of the CodeCode and the Treasury regulations promulgated thereunder (“Price Allocation”). The Price Allocation shall be proposed by Buyer will send Seller a schedule and thereafter agreed to by the parties, and each party hereto shall adopt and utilize the Price Allocation for purposes of all Tax Returns filed by them and shall not voluntarily take any position inconsistent with the proposed Purchase Price allocation within thirty (30) days after Closingforegoing in connection with any examination of any Tax Return, and Seller will have thirty (30) days any refund claim, any litigation proceeding or otherwise, except that Buyer's cost for the Transferred Assets may differ from the amount so allocated to object. The Parties will attempt the extent necessary to work out any disagreements within another thirty (30) days, but failing agreement, reflect Buyer's capitalized acquisition costs other than the issues will be submitted for resolution to an Accountant selected jointly amount realized by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustment, Buyer and Seller will cooperate in good faith to agree on how the adjustment will be allocated for tax purposes among each of the assets of the Target, and Purchase Price allocation schedule will be amended accordinglySellers. In the event that Buyer the Price Allocation is disputed by any Governmental Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto of such dispute and Seller do not agree on how the parties hereto shall cooperate in good faith in responding to allocate such dispute in order to preserve the effectiveness of the Price Allocation. (b) Each party agrees to timely file an IRS Form 8594 reflecting the Price Allocation for the taxable year that includes the Closing Date and to make any timely filings required by Applicable Law. (c) Any indemnification payment by Sellers, including by way of a reduction in amounts payable under the Promissory Note, shall be treated as an adjustment to the Total Purchase Price paid for the Transferred Assets for tax purposes. Such adjustment shall be reflected as an adjustment to the price allocated to a specific asset, if any, giving rise to the adjustment. If any such adjustment does not relate to a specific asset, the such adjustment will shall be allocated among Target’s assets the Transferred Assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, and the schedule will be amended accordingly. (iii) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims and other statements in a manner consistent accordance with the purchase price allocation schedule and (iiPrice Allocation method provided in Section 2.11(a) will not, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request by the other Party to aid in the filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiesabove.

Purchase Price Allocation. (ia) The Parties acknowledge parties have agreed upon the amount of the Preliminary Allocated Price for CTF’s interest in each of the Hotels, which amounts are set forth on Schedules 2.1(a) and 2.1(b) and which shall include those amounts to be paid to Marriott in its capacity as an owner of an interest in the Renaissance Vinoy and Club Vinoy LC as described on Schedule 2.1(b). By written notice to Marriott given not less than fourteen (14) Business Days prior to the Closing, Purchaser may modify the Preliminary Allocated Price for any such interest other than the Preliminary Allocated Price for Marriott’s interest in the Renaissance Vinoy within the range permitted in Schedules 2.1(a) and 2.1(b), as applicable (each such Preliminary Allocated Price as modified is the “Closing Allocated Price”), provided, however, that the total amount of all Closing Allocated Prices shall at all times equal the Unadjusted Purchase Price, as it may be adjusted pursuant to the terms of this Agreement. The Closing Allocated Price of each property shall be delivered to Marriott by the Purchaser two (2) Business Days prior to Closing, and to the extent such allocations result in a change in the total amount of Transfer Taxes allocated to CTF as set forth on Schedule 3.9 of the CTF Agreement, such difference shall be borne by the Purchaser. In the event of any purchase price adjustment hereunder, Marriott and Purchaser agree to adjust any previously agreed purchase price allocation to reflect such purchase price adjustment and to file subsequent Tax Returns consistent with such agreed allocation. (b) The Purchaser and Marriott agree that the purchase and sale of the Membership Interests Closing Allocated Price for each Hotel Interest shall be treatedadjusted to reflect the Adjusted Purchase Price as determined at the Closing. For each Hotel Interest, the purchase of which is treated as an asset purchase for United States federal income tax purposes, the Adjusted Purchase Price, as the purchase and sale of the assetsso adjusted, including partnership interests in certain Subsidiaries and Minority-plus any liabilities attributable to such Hotel Interest Entitiesthat are liabilities for United States tax purposes, of the Target, subject to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d) of the Code. The Buyer will send Seller a schedule with the proposed Purchase Price allocation within thirty (30) days after Closing, and Seller will have thirty (30) days to object. The Parties will attempt to work out any disagreements within another thirty (30) days, but failing agreement, the issues will be submitted for resolution to an Accountant selected jointly by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustment, Buyer and Seller will cooperate in good faith to agree on how the adjustment will shall be allocated for federal income tax purposes among the assets acquired thereby as agreed to by the parties and, if no agreement is reached, as reasonably determined by each of the assets parties. Subject to the requirements of applicable Law, the TargetPurchaser and Marriott and each of their Affiliates, shall file all Returns, consistent with the Closing Allocated Price adjusted to take into account purchase price adjustments at the Closing and Purchase Price with any other allocation schedule will be amended accordinglythat is agreed in respect of a particular Hotel Interest. In the event that Buyer and Seller do not agree on how to allocate the adjustmentof any purchase price adjustment hereunder, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, Marriott and the schedule will be amended accordingly. (iii) Buyer Purchaser agree to adjust any previously agreed allocation to reflect such purchase price adjustment and Seller (i) will, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims and other statements in a manner to file Tax Returns consistent with the purchase price allocation schedule and (ii) will not, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request by the other Party to aid in the filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiessuch agreed allocation.

Purchase Price Allocation. (a) In addition to the Assumed Liabilities and the other rights and obligations of the parties hereto, in consideration of the sale, transfer, conveyance, assignment, license and delivery of the Transferred Assets, Purchaser shall pay to Seller a purchase price of $3,135,000 (the "Purchase Price"), which is equal to the sum of (i) of the agreed upon value of the Purchased Equipment and the Purchased Inventory as such agreed upon value for each item of Purchased Equipment and Purchased Inventory is set forth on Schedule 2.01(i) and Schedule 2.01(vii), respectively hereto, plus (ii) $2,000,000. The Purchase Price shall be paid by Purchaser to Seller in cash at the Closing. On September 30, 1997, there will be an adjustment made with respect to (i) the Purchased Inventory, to the extent that Purchaser and Seller reasonably determine the value of the useable and saleable portion of such inventory to be more or less than $800,000 (based on the same pricing methodology as employed in Section 6.13 for the Seller Inventory) and (ii) the Purchased Equipment, such that to the extent an item of Purchased Equipment was not transferred to Purchaser, such adjustment shall be made equal to the agreed upon value therefor, and to the extent Purchaser and Seller agree that other personal property used in the Business should be sold to Purchaser, such adjustment shall be made using the agreed upon pricing methodology used to determine the prices set forth in Schedule 2.01(i). The Parties acknowledge that between the Closing and agree that September 30, 1997, there may be a change in the purchase and sale of the Membership Interests shall Purchased Equipment, such change to be treated, for federal income tax purposes, as the purchase and sale of the assets, including partnership interests mutually agreed to in certain Subsidiaries and Minority-Interest Entities, of the Target, subject to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d) of the Code. The Buyer will send Seller a schedule with the proposed Purchase Price allocation within thirty (30) days after Closing, and Seller will have thirty (30) days to object. The Parties will attempt to work out any disagreements within another thirty (30) days, but failing agreement, the issues will be submitted for resolution to an Accountant selected jointly writing by the Parties. (iib) If The consideration for the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustment, Buyer and Seller will cooperate in good faith to agree on how the adjustment Transferred Assets will be allocated consistent with the allocation set forth on Schedule 2.04 hereto which has been determined by mutual agreement of Purchaser and Seller. It is agreed that such an allocation is fair to both Parties and that it will be used as the basis for reporting this transaction for all Tax purposes (subject to purchase price adjustments, if any). Each party hereto agrees to prepare its federal and state income tax purposes among each returns for all current and future tax reporting periods and file Form 8594 (and corresponding state forms) with respect to the transfer of the assets of the Target, and Purchase Price allocation schedule will be amended accordingly. In the event that Buyer and Seller do not agree on how Transferred Assets to allocate the adjustment, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, and the schedule will be amended accordingly. (iii) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims and other statements Purchaser in a manner consistent with the purchase price such allocation schedule and (ii) will not, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request by party shall deliver to the other Party party a copy of its Form 8594 relating to aid in the this transaction no later than ten (10) days prior to filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiesthereof.

Purchase Price Allocation. (a) Seller and Purchaser have agreed to a preliminary allocation of the Purchase Price set forth in Section 3.1 (excluding for this purpose any Assumed Liabilities, the Net Inter-Company Payables Amount, and any other relevant items that are properly treated for Tax purposes as additional purchase price paid by Purchaser and the Purchaser Designees pursuant to this Agreement but that were not capable of being estimated prior to the date hereof) among the Purchased Assets as set forth on Schedule 3.3 (the "Preliminary Allocation"). (b) Prior to the Closing, Seller and Purchaser shall together and in good faith agree on the allocation of the amounts set forth on the Preliminary Allocation to the Target Assets and stock of the Purchased Subsidiaries for which stamp duty is payable in order to effect the conveyance of the foregoing to Purchaser or the Purchaser Designees (as applicable) (the "Stamp Duty Allocation"). (c) Within 30 calendar days after final determination of the adjustments to the Purchase Price under Article IV, Seller and Purchaser shall together and in good faith agree on (i) The Parties acknowledge and agree that the total purchase and sale price of the Membership Interests shall be treatedPurchased Assets for Tax purposes (including for this purpose any Assumed Liabilities, for federal income tax purposesthe Net Inter-Company Payables Amount, as the purchase and sale of the assets, including partnership interests in certain Subsidiaries and Minority-Interest Entities, of the Target, subject adjustments to the liabilities Purchase Price made pursuant to Article IV and any other relevant items that are properly treated for Tax purposes as purchase price for the Purchased Assets paid by Purchaser and the Purchaser Designees pursuant to this Agreement), (ii) the adjustments to the Preliminary Allocation that are required by reason of such Assumed Liabilities, the Target Net Inter-Company Payables Amount, adjustments to the Purchase Price made pursuant to Article IV and of other relevant items that are properly treated for Tax purposes as purchase price for the Purchased Assets paid by Purchaser and the Purchaser Designees pursuant to this Agreement (the Preliminary Allocation as so adjusted, the "Final Allocation"), and (iii) with respect to each Purchased Subsidiary that immediately prior to the Closing is a U.S. LLC that is classified as an entity disregarded as separate from its Subsidiaries and Minoritysole owner under section 301.7701-Interest Entities in accordance with Section 752(d3(b)(1) of the Code. The Buyer will send Seller a schedule with the proposed Purchase Price allocation within thirty (30) days after Closing, and Seller will have thirty (30) days to object. The Parties will attempt to work out any disagreements within another thirty (30) days, but failing agreementU.S. Treasury Regulations, the issues will be submitted total purchase price for resolution to an Accountant selected jointly by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustment, Buyer and Seller will cooperate in good faith to agree on how the adjustment will be allocated for tax Tax purposes among each of the assets of such Purchased Subsidiary and an allocation of such total purchase price among the Targetassets of such Purchased Subsidiary (the "LLC Allocation"), and Purchase Price allocation schedule will be amended accordingly. In the event that Buyer and Seller do not agree on how to allocate the adjustmentin each case, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, and the schedule will be amended accordingly. (iii) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims and other statements in a manner consistent with the Purchase Price set forth in Section 3.1, the Preliminary Allocation, the Stamp Duty Allocation, the adjustments to the Purchase Price made pursuant to Article IV and the applicable Tax Laws (including, without limitation, Section 1060 of the Code and the U.S. Treasury Regulations thereunder) and based on the Purchased Assets to which such Assumed Liabilities, Net Inter-Company Payables Amount, adjustments to the Purchase Price and other relevant items are attributable. (d) Seller and Purchaser shall together and in good faith agree on any subsequent adjustment to the total purchase price allocation schedule of the Purchased Assets for Tax purposes, the Final Allocation and the LLC Allocations (as the case may be) that is required by reason of any indemnification payment or other payment made pursuant to this Agreement based on the Purchased Asset to which such payment is attributable and in accordance with applicable Tax Laws, within 15 calendar days of such indemnification payment or other payment being made pursuant to this Agreement. (e) Seller and Purchaser shall cooperate and negotiate in good faith to resolve any disputes concerning any of the items described in subsection (b), (c) or (d) of this Section 3.3 within the specified time period, provided, however, that if Seller and Purchaser ultimately are unable to agree with respect to any of such items within the specified time period, no later than ten calendar days after the end of the specified time period, the items in dispute shall be referred to a single Independent Firm, mutually selected and jointly engaged, by the parties, for resolution by the Independent Firm. "Independent Firm" shall mean either KPMG LLP or Deloitte & Touche LLP, or, if each of those firms is unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The Independent Firm shall be instructed to notify Seller and Purchaser in writing of its resolution of such disputed items within fifteen Business Days of such referral, that the Independent Firm's review shall be strictly limited to such disputed items and that its resolution of such disputed items must be consistent with the Preliminary Allocation and all of the items described in subsections (b), (c) and (iid) will notof this Section 3.3 to which the parties have agreed. The Independent Firm's resolution of such disputed items shall be conclusive, final and will cause each of binding on Seller and Purchaser and their respective Affiliates not to, make any inconsistent statement or adjustment for all Tax purposes and the Final Allocation and the LLC Allocations shall be adjusted to reflect such resolution. The expenses and fees of the Independent Firm incurred in connection with such dispute shall be borne by Seller and Purchaser in inverse proportion as they may prevail on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request disputed items resolved by the other Party to aid in Independent Firm, which proportionate allocations shall also be determined by the filing Independent Firm at the time the determination of Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiesthe Independent Firm is rendered on the disputed items.

Purchase Price Allocation. (ia) The Parties acknowledge and agree that For all Tax purposes, the purchase and sale Total Purchase Price, increased by the portion of the Membership Interests shall be treated, Assumed Liabilities that is treated as consideration for the Transferred Assets for federal income tax purposes, as the purchase and sale of the assets, including partnership interests in certain Subsidiaries and Minority-Interest Entities, of the Target, subject shall be allocated to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities Transferred Assets in accordance with Section 752(d) 1060 of the CodeCode and the Treasury regulations promulgated thereunder (“Price Allocation”). The Price Allocation shall be proposed by Buyer will send Seller a schedule and thereafter agreed to by the parties, and each party hereto shall adopt and utilize the Price Allocation for purposes of all Tax Returns filed by them and shall not voluntarily take any position inconsistent with the proposed Purchase Price allocation within thirty (30) days after Closingforegoing in connection with any examination of any Tax Return, and Seller will have thirty (30) days any refund claim, any litigation proceeding or otherwise, except that Buyer’s cost for the Transferred Assets may differ from the amount so allocated to object. The Parties will attempt the extent necessary to work out any disagreements within another thirty (30) days, but failing agreement, reflect Buyer’s capitalized acquisition costs other than the issues will be submitted for resolution to an Accountant selected jointly amount realized by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustment, Buyer and Seller will cooperate in good faith to agree on how the adjustment will be allocated for tax purposes among each of the assets of the Target, and Purchase Price allocation schedule will be amended accordinglySellers. In the event that Buyer the Price Allocation is disputed by any Governmental Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto of such dispute and Seller do not agree on how the parties hereto shall cooperate in good faith in responding to allocate such dispute in order to preserve the effectiveness of the Price Allocation. (b) Each party agrees to timely file an IRS Form 8594 reflecting the Price Allocation for the taxable year that includes the Closing Date and to make any timely filings required by Applicable Law. (c) Any indemnification payment by Sellers, including by way of a reduction in amounts payable under the Promissory Note, shall be treated as an adjustment to the Total Purchase Price paid for the Transferred Assets for tax purposes. Such adjustment shall be reflected as an adjustment to the price allocated to a specific asset, if any, giving rise to the adjustment. If any such adjustment does not relate to a specific asset, the such adjustment will shall be allocated among Target’s assets the Transferred Assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, and the schedule will be amended accordingly. (iii) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims and other statements in a manner consistent accordance with the purchase price allocation schedule and (iiPrice Allocation method provided in Section 2.11(a) will not, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request by the other Party to aid in the filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiesabove.

Purchase Price Allocation. (a) Prior to November 1, 2005, Seller shall prepare in good faith and deliver to Purchaser a schedule (the “Preliminary Allocation Schedule”) that shall set forth the specific allocation of the portion of the Purchase Price set forth on Exhibit 1.4(a) allocated among the shares of Esselte BVBA, shares of DYMO AB and Outside Inventory. Within forty-five (45) days after the final Closing Adjustment is determined pursuant to Section 1.3, Seller shall prepare in good faith and deliver to Purchaser a revised schedule (the “Allocation Schedule”) that shall set forth an updated allocation of the Purchase Price among the Shares and the Outside Inventory consistent with the allocation set forth on the Preliminary Allocation Schedule. Any adjustments to the Purchase Price pursuant to Section 1.3 shall be allocated among the Shares and the Outside Inventory in proportion to the fair market value of the item as a percentage of the Purchase Price as set forth on Exhibit 1.4(a) (as may be adjusted as described in footnote 1 of Exhibit 1.4 (a) if the Reorganization Plan is the Corporation Proposal (as may be amended pursuant to Section 5.15)). (b) Purchaser may dispute any allocation of the adjustments set forth on the Allocation Schedule; provided, however, that (i) The Parties acknowledge Purchaser shall not dispute the percentage proportions as set forth in Exhibit 1.4(a) (as may be adjusted as described in footnote 1 of Exhibit 1.4 (a) if the Reorganization Plan is the Corporation Proposal (as may be amended pursuant to Section 5.15)) and agree that (ii) Purchaser shall notify Seller in writing (the purchase and sale of the Membership Interests shall be treated, for federal income tax purposes, as the purchase and sale of the assets, including partnership interests in certain Subsidiaries and Minority-Interest Entities, of the Target, subject to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d“Allocation Objection Notice”) of each disputed item, specifying the Code. The Buyer will send Seller a schedule with allocation in dispute and setting forth, in reasonable detail, the proposed Purchase Price allocation basis for such dispute within thirty (30) days after Closingof Purchaser’s receipt of the Allocation Schedule. If Purchaser does not deliver an Allocation Objection Notice to Seller within the thirty (30) day period following Purchaser’s receipt of the Allocation Schedule, the Allocation Schedule shall be the final allocation of the Purchase Price. If Purchaser does deliver an Allocation Objection Notice to Seller within the thirty (30) day period following Purchaser’s receipt of the Allocation Schedule, Seller and Seller will have Purchaser shall attempt to resolve any differences identified in the Allocation Objection Notice within the succeeding thirty (30) days and, if they are able to objectresolve all such differences, the allocation agreed to shall be the final allocation of the Purchase Price. The Parties will attempt If Purchaser and Seller are unable to work out resolve all such differences, any disagreements remaining differences shall be submitted to the Arbitrator for resolution within another the next thirty (30) days, but failing agreement, . The Arbitrator shall be instructed to determine whether the issues will be submitted for resolution position maintained by Seller or by Purchaser is the more reasonable position and to an Accountant selected jointly select one of the two positions. The allocation determined by the PartiesArbitrator shall be the final allocation of the Purchase Price. The fees and costs of the Arbitrator pursuant to this Section 1.4(b) shall be borne equally by Purchaser and Seller. (iic) If The final allocation of the Purchase Price is (as may be further adjusted pursuant to Section 2.3, then, within thirty (305.4) days after the adjustment, Buyer and Seller will cooperate in good faith to agree on how the adjustment will shall be allocated for tax purposes among each of the assets of the Target, and Purchase Price allocation schedule will be amended accordingly. In the event that Buyer and Seller do not agree on how to allocate the adjustment, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, and the schedule will be amended accordingly. (iii) Buyer used by Purchaser and Seller (i) will, and will cause each of their respective Affiliates toAffiliates) in preparing and filing all Tax Returns (including Form 8594, complete all tax returns, reports, forms, declarations, claims and other statements in Asset Acquisition Statement) except as required pursuant to a manner consistent with the purchase price allocation schedule and (ii) will not, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request by the other Party to aid “final determination” as such term is defined in the filing of Code or similar determination pursuant to state, local or foreign Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiesLaw.

Purchase Price Allocation. (ia) The Parties acknowledge and agree that For all Tax purposes, the purchase and sale Purchase Price, increased by the portion of the Membership Interests shall be treated, Assumed Liabilities that is treated as consideration for the Transferred Assets for federal income tax purposes, as the purchase and sale of the assets, including partnership interests in certain Subsidiaries and Minority-Interest Entities, of the Target, subject shall be allocated to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities Transferred Assets in accordance with Section 752(d) 1060 of the CodeCode and the Treasury regulations promulgated thereunder ("Price Allocation"). The Buyer will send Seller a schedule Price Allocation shall be as set forth on Schedule 2.7 hereto, and each party hereto shall adopt and utilize the Price Allocation for purposes of all Tax Returns filed by them and shall not voluntarily take any position inconsistent with the proposed Purchase Price allocation within thirty (30) days after Closingforegoing in connection with any examination of any Tax Return, and Seller will have thirty (30) days any refund claim, any litigation proceeding or otherwise, except that Buyer's cost for the Transferred Assets may differ from the amount so allocated to object. The Parties will attempt the extent necessary to work out any disagreements within another thirty (30) days, but failing agreement, reflect Buyer's capitalized acquisition costs other than the issues will be submitted for resolution to an Accountant selected jointly amount realized by the Parties. (ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustment, Buyer and Seller will cooperate in good faith to agree on how the adjustment will be allocated for tax purposes among each of the assets of the Target, and Purchase Price allocation schedule will be amended accordinglySeller. In the event that Buyer the Price Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other parties hereto of such dispute and Seller do not agree on how the parties hereto shall cooperate in good faith in responding to allocate such dispute in order to preserve the effectiveness of the Price Allocation. (b) Each party agrees to timely file an IRS Form 8594 reflecting the Price Allocation for the taxable year that includes the Closing Date and to make any timely filings required by applicable state or local laws. (c) Any indemnification payment treated as an adjustment to the Purchase Price of the Transferred Assets shall be treated as an adjustment to the Purchase Price paid for the Transferred Assets for tax purposes. Such adjustment shall be reflected as an adjustment to the price allocated to a specific asset, if any, giving rise to the adjustment. If any such adjustment does not relate to a specific asset, the such adjustment will shall be allocated among Target’s assets the Transferred Assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, and the schedule will be amended accordingly. (iii) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims and other statements in a manner consistent accordance with the purchase price allocation schedule and (iiPrice Allocation method provided in Section 2.7(a) will not, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request by the other Party to aid in the filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authoritiesabove.